Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 31, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-41805 | |
Entity Registrant Name | MAPLEBEAR INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-0723335 | |
Entity Address, Address Line One | 50 Beale Street | |
Entity Address, Address Line Two | Suite 600 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94105 | |
City Area Code | 888 | |
Local Phone Number | 246-7822 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | CART | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 280,215,950 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001579091 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 2,010 | $ 1,505 |
Short-term marketable securities | 56 | 209 |
Accounts receivable, net of allowance of $2 and $4, respectively | 841 | 842 |
Restricted cash and cash equivalents, current | 75 | 75 |
Prepaid expenses and other current assets | 91 | 109 |
Total current assets | 3,073 | 2,740 |
Long-term marketable securities | 0 | 28 |
Restricted cash and cash equivalents, noncurrent | 19 | 19 |
Property and equipment, net | 108 | 38 |
Operating lease right-of-use assets | 33 | 41 |
Intangible assets, net | 82 | 103 |
Goodwill | 318 | 317 |
Deferred tax assets, net | 775 | 371 |
Other assets | 13 | 12 |
Total assets | 4,421 | 3,669 |
Current liabilities: | ||
Accounts payable | 57 | 88 |
Accrued and other current liabilities | 412 | 515 |
Operating lease liabilities, current | 13 | 13 |
Deferred revenue | 201 | 179 |
Total current liabilities | 683 | 795 |
Operating lease liabilities, noncurrent | 30 | 36 |
Other long-term liabilities | 49 | 80 |
Total liabilities | 762 | 911 |
Commitments and contingencies | ||
Redeemable Convertible Preferred Stock | 2,822 | |
Stockholders’ equity (deficit): | ||
Preferred stock, $0.0001 par value per share; zero and 24,167 shares authorized as of December 31, 2022 and September 30, 2023, respectively; zero shares issued and outstanding as of December 31, 2022 and September 30, 2023 | 0 | 0 |
Common stock, $0.0001 par value per share; 820,509 and 2,000,000 shares authorized as of December 31, 2022 and September 30, 2023, respectively; 72,230, and 280,087 shares issued and outstanding as of December 31, 2022 and September 30, 2023, respectively | 0 | 0 |
Exchangeable shares, no par value; 702 and zero shares authorized as of December 31, 2022 and September 30, 2023, respectively; 689 and zero shares issued and outstanding as of December 31, 2022 and September 30, 2023, respectively | 0 | 0 |
Additional paid-in capital | 6,220 | 918 |
Accumulated other comprehensive loss | (2) | (5) |
Accumulated deficit | (2,734) | (977) |
Total stockholders’ equity (deficit) | 3,484 | (64) |
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit) | 4,421 | 3,669 |
Redeemable Convertible Preferred Stock | ||
Current liabilities: | ||
Redeemable Convertible Preferred Stock | 0 | 2,822 |
Series A Redeemable Convertible Preferred Stock | ||
Current liabilities: | ||
Redeemable Convertible Preferred Stock | $ 175 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Account receivable, net of allowance | $ 4 | $ 2 |
Temporary equity, shares authorized (in shares) | 178,319,000 | |
Temporary equity, shares issued (in shares) | 167,302,000 | |
Temporary equity, shares outstanding (in shares) | 167,302,000 | |
Temporary equity, liquidation preference | $ 2,828 | |
Preferred stock, par or stated value per share (in dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 24,167,000 | 0 |
Preferred stock, shares issued (in shares) | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in dollars per share) | 2,000,000,000 | 820,509,000 |
Common stock, shares, issued (in shares) | 280,087,000 | 72,230,000 |
Common stock, shares, outstanding (in shares) | 280,087,000 | 72,230,000 |
Exchangeable share, shares authorized (in shares) | 0 | 702,000 |
Exchangeable share, shares, issued (in shares) | 0 | 689,000 |
Exchangeable share, shares, outstanding (in shares) | 0 | 689,000 |
Redeemable Convertible Preferred Stock | ||
Temporary equity, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized (in shares) | 0 | 178,319,000 |
Temporary equity, shares issued (in shares) | 0 | 167,302,000 |
Temporary equity, shares outstanding (in shares) | 0 | 167,302,000 |
Temporary equity, liquidation preference | $ 0 | $ 2,828 |
Series A Redeemable Convertible Preferred Stock | ||
Temporary equity, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized (in shares) | 5,833,000 | 0 |
Temporary equity, shares issued (in shares) | 5,833,000 | 0 |
Temporary equity, shares outstanding (in shares) | 5,833,000 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 764 | $ 668 | $ 2,239 | $ 1,794 |
Cost of revenue | 203 | 183 | 569 | 540 |
Gross profit | 561 | 485 | 1,670 | 1,254 |
Operating expenses: | ||||
Operations and support | 145 | 57 | 273 | 187 |
Research and development | 1,850 | 127 | 2,107 | 370 |
Sales and marketing | 455 | 172 | 782 | 488 |
General and administrative | 568 | 96 | 696 | 249 |
Total operating expenses | 3,018 | 452 | 3,858 | 1,294 |
Income (loss) from operations | (2,457) | 33 | (2,188) | (40) |
Other expense, net | (5) | (5) | (2) | (7) |
Interest income | 23 | 5 | 57 | 7 |
Income (loss) before benefit from income taxes | (2,439) | 33 | (2,133) | (40) |
Benefit from income taxes | (440) | (3) | (376) | (2) |
Net income (loss) | (1,999) | 36 | (1,757) | (38) |
Undistributed earnings attributable to preferred stockholders | 0 | (36) | 0 | 0 |
Net income (loss) attributable to common stockholders, basic | (1,999) | 0 | (1,757) | (38) |
Net income (loss) attributable to common stockholders, diluted | $ (1,999) | $ 0 | $ (1,757) | $ (38) |
Net income (loss) per share attributable to common stockholders, basic (in dollars per share) | $ (20.86) | $ 0 | $ (21.92) | $ (0.52) |
Net income (loss) per share attributable to common stockholders, diluted (in dollars per share) | $ (20.86) | $ 0 | $ (21.92) | $ (0.52) |
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic (in shares) | 95,836 | 72,010 | 80,180 | 71,783 |
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, diluted (in shares) | 95,836 | 72,010 | 80,180 | 71,783 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (1,999) | $ 36 | $ (1,757) | $ (38) |
Other comprehensive income (loss): | ||||
Net unrealized gain (loss) on available-for-sale marketable securities, net of tax | 0 | 0 | 2 | (3) |
Change in foreign currency translation adjustments | 0 | (6) | 1 | (7) |
Total other comprehensive income (loss) | 0 | (6) | 3 | (10) |
Comprehensive income (loss) | $ (1,999) | $ 30 | $ (1,754) | $ (48) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($) shares in Thousands, $ in Millions | Total | Common Stock | Exchangeable Shares | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Redeemable Convertible Preferred Stock | Series A Redeemable Convertible Preferred Stock |
Temporary equity, beginning balance (in shares) at Dec. 31, 2021 | 167,302 | |||||||
Temporary equity, beginning balance at Dec. 31, 2021 | $ 2,822 | |||||||
Temporary equity, ending balance (in shares) at Mar. 31, 2022 | 167,302 | |||||||
Temporary equity, ending balance at Mar. 31, 2022 | $ 2,822 | |||||||
Common stock, beginning balance (in shares) at Dec. 31, 2021 | 69,535 | |||||||
Beginning balance at Dec. 31, 2021 | $ (573) | $ 0 | $ 0 | $ 833 | $ (1) | $ (1,405) | ||
Exchangeable share, beginning balance (in shares) at Dec. 31, 2021 | 689 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exercise of common stock options (in shares) | 54 | |||||||
Exercise of common stock options | 1 | 1 | ||||||
Exercise of non-voting common stock warrants (in shares) | 1,858 | |||||||
Exercise of non-voting common stock warrants | 34 | 34 | ||||||
Issuance of common stock in connection with subscription agreement and initial public offering, net of underwriting discounts and offering costs (in shares) | 465 | |||||||
Stock-based compensation | 7 | 7 | ||||||
Foreign currency translation adjustments | 4 | 4 | ||||||
Net unrealized gain (loss) on available-for-sale marketable securities, net of tax | (2) | (2) | ||||||
Net income (loss) | (82) | (82) | ||||||
Common stock, ending balance (in shares) at Mar. 31, 2022 | 71,912 | |||||||
Exchangeable share, ending balance (in shares) at Mar. 31, 2022 | 689 | |||||||
Ending balance at Mar. 31, 2022 | (611) | $ 0 | $ 0 | 875 | 1 | (1,487) | ||
Temporary equity, beginning balance (in shares) at Dec. 31, 2021 | 167,302 | |||||||
Temporary equity, beginning balance at Dec. 31, 2021 | $ 2,822 | |||||||
Temporary equity, ending balance (in shares) at Sep. 30, 2022 | 167,302 | |||||||
Temporary equity, ending balance at Sep. 30, 2022 | $ 2,822 | |||||||
Common stock, beginning balance (in shares) at Dec. 31, 2021 | 69,535 | |||||||
Beginning balance at Dec. 31, 2021 | (573) | $ 0 | $ 0 | 833 | (1) | (1,405) | ||
Exchangeable share, beginning balance (in shares) at Dec. 31, 2021 | 689 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Foreign currency translation adjustments | (7) | |||||||
Net unrealized gain (loss) on available-for-sale marketable securities, net of tax | (3) | |||||||
Net income (loss) | (38) | |||||||
Common stock, ending balance (in shares) at Sep. 30, 2022 | 72,205 | |||||||
Exchangeable share, ending balance (in shares) at Sep. 30, 2022 | 689 | |||||||
Ending balance at Sep. 30, 2022 | (563) | $ 0 | $ 0 | 891 | (11) | (1,443) | ||
Temporary equity, beginning balance (in shares) at Mar. 31, 2022 | 167,302 | |||||||
Temporary equity, beginning balance at Mar. 31, 2022 | $ 2,822 | |||||||
Temporary equity, ending balance (in shares) at Jun. 30, 2022 | 167,302 | |||||||
Temporary equity, ending balance at Jun. 30, 2022 | $ 2,822 | |||||||
Common stock, beginning balance (in shares) at Mar. 31, 2022 | 71,912 | |||||||
Beginning balance at Mar. 31, 2022 | (611) | $ 0 | $ 0 | 875 | 1 | (1,487) | ||
Exchangeable share, beginning balance (in shares) at Mar. 31, 2022 | 689 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exercise of common stock options (in shares) | 31 | |||||||
Stock-based compensation | 6 | 6 | ||||||
Foreign currency translation adjustments | (5) | (5) | ||||||
Net unrealized gain (loss) on available-for-sale marketable securities, net of tax | (1) | (1) | ||||||
Net income (loss) | 8 | 8 | ||||||
Common stock, ending balance (in shares) at Jun. 30, 2022 | 71,943 | |||||||
Exchangeable share, ending balance (in shares) at Jun. 30, 2022 | 689 | |||||||
Ending balance at Jun. 30, 2022 | (603) | $ 0 | $ 0 | 881 | (5) | (1,479) | ||
Temporary equity, ending balance (in shares) at Sep. 30, 2022 | 167,302 | |||||||
Temporary equity, ending balance at Sep. 30, 2022 | $ 2,822 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exercise of common stock options (in shares) | 39 | |||||||
Stock-based compensation | 10 | 10 | ||||||
Issuance of restricted stock in connection with business acquisitions (in shares) | 223 | |||||||
Foreign currency translation adjustments | (6) | (6) | ||||||
Net unrealized gain (loss) on available-for-sale marketable securities, net of tax | 0 | |||||||
Net income (loss) | 36 | 36 | ||||||
Common stock, ending balance (in shares) at Sep. 30, 2022 | 72,205 | |||||||
Exchangeable share, ending balance (in shares) at Sep. 30, 2022 | 689 | |||||||
Ending balance at Sep. 30, 2022 | $ (563) | $ 0 | $ 0 | 891 | (11) | (1,443) | ||
Temporary equity, beginning balance (in shares) at Dec. 31, 2022 | 167,302 | 167,302 | 0 | |||||
Temporary equity, beginning balance at Dec. 31, 2022 | $ 2,822 | $ 2,822 | $ 0 | |||||
Temporary equity, ending balance (in shares) at Mar. 31, 2023 | 167,302 | |||||||
Temporary equity, ending balance at Mar. 31, 2023 | $ 2,822 | |||||||
Common stock, beginning balance (in shares) at Dec. 31, 2022 | 72,230 | 72,230 | ||||||
Beginning balance at Dec. 31, 2022 | $ (64) | $ 0 | $ 0 | 918 | (5) | (977) | ||
Exchangeable share, beginning balance (in shares) at Dec. 31, 2022 | 689 | 689 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exercise of common stock options (in shares) | 98 | |||||||
Issuance of non-voting common stock upon settlement of restricted stock units (in shares) | 46 | |||||||
Non-voting common stock withheld for tax obligation and net settlement (in shares) | (23) | |||||||
Common stock withheld or cancelled for tax obligation and net settlement (in shares) | 23 | |||||||
Stock-based compensation | $ 5 | 5 | ||||||
Foreign currency translation adjustments | (1) | (1) | ||||||
Net unrealized gain (loss) on available-for-sale marketable securities, net of tax | 2 | 2 | ||||||
Net income (loss) | 128 | 128 | ||||||
Common stock, ending balance (in shares) at Mar. 31, 2023 | 72,351 | |||||||
Exchangeable share, ending balance (in shares) at Mar. 31, 2023 | 689 | |||||||
Ending balance at Mar. 31, 2023 | $ 70 | $ 0 | $ 0 | 923 | (4) | (849) | ||
Temporary equity, beginning balance (in shares) at Dec. 31, 2022 | 167,302 | 167,302 | 0 | |||||
Temporary equity, beginning balance at Dec. 31, 2022 | $ 2,822 | $ 2,822 | $ 0 | |||||
Temporary equity, ending balance (in shares) at Sep. 30, 2023 | 0 | 5,833 | ||||||
Temporary equity, ending balance at Sep. 30, 2023 | $ 0 | $ 175 | ||||||
Common stock, beginning balance (in shares) at Dec. 31, 2022 | 72,230 | 72,230 | ||||||
Beginning balance at Dec. 31, 2022 | $ (64) | $ 0 | $ 0 | 918 | (5) | (977) | ||
Exchangeable share, beginning balance (in shares) at Dec. 31, 2022 | 689 | 689 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exercise of common stock options (in shares) | 10,033 | |||||||
Foreign currency translation adjustments | $ 1 | |||||||
Net unrealized gain (loss) on available-for-sale marketable securities, net of tax | 2 | |||||||
Net income (loss) | $ (1,757) | |||||||
Common stock, ending balance (in shares) at Sep. 30, 2023 | 280,087 | 280,087 | ||||||
Exchangeable share, ending balance (in shares) at Sep. 30, 2023 | 0 | 0 | ||||||
Ending balance at Sep. 30, 2023 | $ 3,484 | $ 0 | $ 0 | 6,220 | (2) | (2,734) | ||
Temporary equity, beginning balance (in shares) at Mar. 31, 2023 | 167,302 | |||||||
Temporary equity, beginning balance at Mar. 31, 2023 | $ 2,822 | |||||||
Temporary equity, ending balance (in shares) at Jun. 30, 2023 | 167,302 | 0 | ||||||
Temporary equity, ending balance at Jun. 30, 2023 | $ 2,822 | $ 0 | ||||||
Common stock, beginning balance (in shares) at Mar. 31, 2023 | 72,351 | |||||||
Beginning balance at Mar. 31, 2023 | 70 | $ 0 | $ 0 | 923 | (4) | (849) | ||
Exchangeable share, beginning balance (in shares) at Mar. 31, 2023 | 689 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exercise of common stock options (in shares) | 25 | |||||||
Stock-based compensation | 5 | 5 | ||||||
Foreign currency translation adjustments | 2 | 2 | ||||||
Net income (loss) | 114 | 114 | ||||||
Common stock, ending balance (in shares) at Jun. 30, 2023 | 72,376 | |||||||
Exchangeable share, ending balance (in shares) at Jun. 30, 2023 | 689 | |||||||
Ending balance at Jun. 30, 2023 | 191 | $ 0 | $ 0 | 928 | (2) | (735) | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares) | (167,302) | |||||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering | $ (2,822) | |||||||
Issuance of Series A redeemable convertible preferred stock, net of issuance costs (in shares) | 5,833 | |||||||
Issuance of Series A redeemable convertible preferred stock | $ 175 | |||||||
Temporary equity, ending balance (in shares) at Sep. 30, 2023 | 0 | 5,833 | ||||||
Temporary equity, ending balance at Sep. 30, 2023 | $ 0 | $ 175 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Exercise of common stock options (in shares) | 9,910 | |||||||
Exercise of common stock options | 3 | 3 | ||||||
Issuance of common stock in connection with subscription agreement and initial public offering, net of underwriting discounts and offering costs (in shares) | 14,100 | |||||||
Issuance of common stock in connection with initial public offering, net of underwriting discounts and offering costs | 392 | 392 | ||||||
Non-voting common stock withheld for tax obligation and net settlement (in shares) | 25,398 | |||||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering (in shares) | 167,692 | |||||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering | 2,822 | 2,822 | ||||||
Conversion of exchangeable shares to common stock in connection with initial public offering (in shares) | 688 | (688) | ||||||
Forfeiture of exchangeable shares (in shares) | (1) | |||||||
Issuance of common stock upon settlement of restricted stock units (in shares) | 33,288 | |||||||
Exercise of common stock warrants (in shares) | 7,431 | |||||||
Common stock withheld or cancelled for tax obligation and net settlement (in shares) | (25,398) | |||||||
Common stock withheld or cancelled for tax obligation and net settlement | (570) | (570) | ||||||
Stock-based compensation | 2,645 | 2,645 | ||||||
Foreign currency translation adjustments | 0 | |||||||
Net unrealized gain (loss) on available-for-sale marketable securities, net of tax | 0 | |||||||
Net income (loss) | $ (1,999) | (1,999) | ||||||
Common stock, ending balance (in shares) at Sep. 30, 2023 | 280,087 | 280,087 | ||||||
Exchangeable share, ending balance (in shares) at Sep. 30, 2023 | 0 | 0 | ||||||
Ending balance at Sep. 30, 2023 | $ 3,484 | $ 0 | $ 0 | $ 6,220 | $ (2) | $ (2,734) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
OPERATING ACTIVITIES | ||
Net loss | $ (1,757) | $ (38) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization expense | 33 | 23 |
Stock-based compensation expense | 2,614 | 23 |
Provision for bad debts | 18 | 7 |
Amortization of operating lease right-of-use assets | 11 | 10 |
Deferred income taxes | (394) | 0 |
Other | (3) | 5 |
Changes in operating assets and liabilities, net of effects of business acquisitions: | ||
Accounts receivable | (17) | 122 |
Prepaid expenses and other assets | 14 | (19) |
Accounts payable | (31) | 0 |
Accrued and other current liabilities | (108) | 73 |
Deferred revenue | 22 | 36 |
Operating lease liabilities | (11) | (10) |
Other long-term liabilities | (38) | (4) |
Net cash provided by operating activities | 353 | 228 |
INVESTING ACTIVITIES | ||
Purchases of marketable securities | (90) | (158) |
Maturities of marketable securities | 274 | 344 |
Purchases of property and equipment, including capitalized internal-use software | (38) | (21) |
Purchases of patents | 0 | (2) |
Acquisitions of businesses, net of cash acquired | 0 | (93) |
Net cash provided by investing activities | 146 | 70 |
FINANCING ACTIVITIES | ||
Proceeds from the issuance of common stock upon initial public offering, net of underwriting discounts | 401 | 0 |
Proceeds from issuance of Series A redeemable convertible preferred stock | 175 | 0 |
Taxes paid related to net share settlement of equity awards | (570) | 0 |
Proceeds from exercise of stock options | 3 | 1 |
Proceeds from exercise of common stock warrants | 0 | 34 |
Deferred offering costs paid | (3) | 0 |
Net cash provided by financing activities | 6 | 35 |
Effect of foreign exchange on cash, cash equivalents, and restricted cash and cash equivalents | 0 | (7) |
Net increase in cash, cash equivalents, and restricted cash and cash equivalents | 505 | 326 |
Cash, cash equivalents, and restricted cash and cash equivalents - beginning of period | 1,599 | 1,165 |
Cash, cash equivalents, and restricted cash and cash equivalents - end of period | 2,104 | 1,491 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for income taxes, net of tax refunds | 40 | 3 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Stock-based compensation capitalized as internal-use software | 41 | 0 |
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering | 2,822 | 0 |
Reclassification of deferred offering costs to additional paid-in capital upon initial public offering | 9 | 0 |
Fair value of contingent consideration in connection with a business combination | 0 | 7 |
Changes in accrued purchases of property and equipment, including capitalized internal-use software | 3 | 0 |
Deferred offering costs not yet paid | 3 | 2 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION RELATED TO LEASES | ||
Cash paid for amounts included in the measurement of operating lease liabilities | 12 | 11 |
Lease liabilities arising from obtaining right-of-use assets | 5 | 8 |
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS TO THE CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Cash and cash equivalents | 2,010 | 1,472 |
Restricted cash and cash equivalents, current | 75 | 1 |
Restricted cash and cash equivalents, noncurrent | 19 | 18 |
Total cash, cash equivalents, and restricted cash and cash equivalents | $ 2,104 | $ 1,491 |
Business
Business | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | 1. Business Description of Business Maplebear Inc., doing business as (“DBA”) Instacart (the “Company”), was incorporated in Delaware on August 3, 2012 and is headquartered in San Francisco, California. The Company is a diversified technology business that operates a technology solution that enables connections and transactions among end users, retailers, advertisers, and shoppers mainly throughout the United States and Canada. End users are provided the ability to transact with retailers for grocery and non-grocery items and with shoppers to pick and deliver the items on the end user’s behalf. Retailers contract with the Company to have their goods available for search, selection, and purchase, generally for a percentage of the total purchase value from the sale of goods, on a fee per transaction basis, or some combination thereof. Advertisers have the opportunity to purchase sponsored product ads, display ads, coupons, and a variety of other online advertising services. Shoppers use the Company’s technology solution for fulfillment or delivery service opportunities primarily on a fee per batch basis. The vast majority of shoppers are full-service shoppers, who are independent contractors that pick and deliver orders. The remaining shoppers are primarily in-store shoppers, who are the Company’s employees and only engage in various in-store duties, including picking orders, and do not engage in any delivery services. The Company also sells software-as-a-service offerings targeted at retailers and charges fees for such offerings. Initial Public Offering and Private Placement On September 21, 2023, the Company completed its initial public offering (“IPO”) in which it issued and sold 14,100,000 shares of its common stock at an IPO price of $30.00 per share. The Company received net proceeds of $392 million after deducting underwriting discounts and offering costs. Immediately subsequent to the closing of the IPO, the Company issued and sold 5,833,333 shares of its Series A redeemable convertible preferred stock in a private placement at $30.00 per share and received $175 million in proceeds. In connection with the effectiveness of the registration statement on Form S-1 related to the IPO, all outstanding exchangeable shares of the Company’s subsidiary, Aspen Merger Corp. (“Aspen”), were exchanged into 688,017 shares of non-voting common stock. Immediately prior to the closing of the IPO, all then-outstanding shares of redeemable convertible preferred stock were converted into 167,691,838 shares of voting common stock, and all outstanding shares of non-voting common stock and shares of non-voting common stock underlying outstanding equity awards and warrants, were converted into shares of voting common stock. In connection with the IPO, upon the filing and effectiveness of the Company’s Amended and Restated Certificate of Incorporation (the “Restated Certificate”), all outstanding shares of voting common stock and shares of voting common stock underlying outstanding equity awards were reclassified into an equivalent number of shares of common stock. In addition, the Restated Certificate authorized 2,030,000,000 shares of capital stock, consisting of 2,000,000,000 shares of common stock and 30,000,000 shares of preferred stock. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2022 which can be found in the Company’s final prospectus dated September 18, 2023 filed with the SEC pursuant to Rule 424(b)(4) (“Prospectus”) under the Securities Act of 1933, as amended (the “Securities Act”). In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the condensed consolidated financial statements. The condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited financial statements at that date but does not include all of the disclosures required by GAAP. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of all intercompany accounts and transactions. The condensed consolidated financial statements reflect all adjustments and reclassifications that, in the opinion of management, are necessary for the fair presentation of the Company’s results of operations and financial condition as of and for the periods presented. The results for the interim periods are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period. Other than those described below, there were no significant changes to the significant accounting policies from those that were disclosed in the audited consolidated financial statements and related notes for the year ended December 31, 2022 included in the Prospectus. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting periods covered by the financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, (i) revenue recognition, including revenue-related reserves, (ii) stock-based compensation, (iii) valuation of the Company’s common stock and equity awards, (iv) fair value of assets acquired and liabilities assumed for business combinations, (v) sales and indirect tax reserves, (vi) legal and other loss contingencies, (vii) income taxes, and (viii) capitalized internal-use software. The Company determines its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, actual results could differ from these estimates, and these differences may be material to the condensed consolidated financial statements. The Company has considered the impacts of the COVID-19 pandemic, macroeconomic trends such as higher inflation, rising interest rates, and associated impacts to consumer discretionary income, the effects of supply chain challenges, cessation of government aid, and uncertainty regarding an economic recession on the assumptions and inputs supporting certain of the Company’s estimates, assumptions, and judgments. The level of uncertainties and volatility in the global financial markets and economies, as well as the uncertainties related to the impact of the pandemic, macroeconomic factors, geopolitical environment, and their effects on the Company’s operations and financial performance, means that these estimates may change in future periods as new events occur and additional information is obtained. Deferred Offering Costs Deferred offering costs, which consist of direct incremental legal, consulting, accounting, and other fees related to the anticipated sale of the Company’s common stock in the IPO, were initially capitalized and recorded in other assets on the condensed consolidated balance sheets. After the IPO, all deferred offering costs were reclassified into additional paid-in capital as a reduction of proceeds, net of underwriting discounts, received from the IPO on the condensed consolidated balance sheets. Net Income (Loss) Per Share The Company calculates basic and diluted net income (loss) per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. The Company considered all series of the redeemable convertible preferred stock issued prior to December 31, 2022 to be participating securities as the holders were entitled to receive non-cumulative dividends on a pari passu basis in the event that a dividend was paid on common stock. The two-class method requires earnings available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all earnings for the period had been distributed. Under the two-class method, net loss attributable to common stockholders was not allocated to the redeemable convertible preferred stock as the holders of redeemable convertible preferred stock did not have a contractual obligation to share in losses. Immediately prior to the completion of the IPO, all of the Company’s outstanding shares of redeemable convertible preferred stock were automatically converted into 167,691,838 shares of voting common stock, all of which were subsequently reclassified into common stock. The Company’s Series A redeemable convertible preferred stock is not considered a participating security for purposes of calculating net income (loss) per share attributable to common stockholders as the holder is not entitled to participate in undistributed earnings with common stockholders. Basic net income (loss) per share attributable to common stockholders is calculated by dividing the net income (loss) attributable to common stockholders, adjusted for accretion recognized, as applicable, by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share attributable to common stockholders, adjusted for accretion recognized, as applicable, is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which the Company reports net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because the effect of potentially dilutive securities is not dilutive. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 3. Revenue Disaggregation of Revenue The following table depicts the disaggregation of revenue according to type of revenue and is consistent with how the Company evaluates financial performance. The Company believes this depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Three Months Ended September 30, Nine Months Ended September 30, 2022 2023 2022 2023 (in millions) Transaction $ 482 $ 542 $ 1,281 $ 1,611 Advertising and other 186 222 513 628 Total revenue $ 668 $ 764 $ 1,794 $ 2,239 Revenue by geographic areas based on bill-to location was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2023 2022 2023 (in millions) United States $ 648 $ 737 $ 1,741 $ 2,163 International (1) 20 27 53 76 Total revenue $ 668 $ 764 $ 1,794 $ 2,239 ___________ (1) No individual international country represented 10% or more of the Company’s total revenue for the three or nine months ended September 30, 2022 or 2023. Contract Assets and Liabilities The Company records deferred revenue, which is a contract liability, when the Company receives customer payments in advance of the performance obligations being satisfied on the Company’s contracts. Deferred revenue is primarily comprised of balances related to Instacart+ memberships. Substantially all of the Company’s deferred revenue as of December 31, 2022 and September 30, 2023 is expected to be recognized within a year. During the nine months ended September 30, 2022 and 2023, the Company recognized $137 million and $166 million of revenue, respectively, from the deferred revenue balance as of December 31, 2021 and 2022. There were no material contract assets as of December 31, 2022 or September 30, 2023. Equity Agreements with Retailers From time to time, the Company has entered into equity agreements with retailers for the purchase or grant of non-voting common stock warrants, and non-voting common stock (collectively, the “Equity Agreements”). These Equity Agreements are generally executed at or near the time of execution of commercial agreements for the Company’s services. In accordance with ASC 606, the Company considers any excess of the fair value of the equity instruments issued over any cash payments received in exchange for the instrument to be consideration paid to the retailers and therefore, a reduction of revenue. No adjustments to revenue were recorded during the three or nine months ended September 30, 2022 or 2023. Immediately prior to the completion of the IPO, shares of non-voting common stock underlying the Equity Agreements, including shares subject to related warrant agreements, were converted into shares of voting common stock which were subsequently reclassified into an equivalent number of shares of common stock. November 2017 Retailer Warrants In November 2017, the Company entered into a commercial agreement with a retailer, and in connection with the commercial agreement, the Company entered into a warrant agreement to issue warrants for the purchase of up to 9,289,410 shares of non-voting common stock with an exercise price of $18.52. The warrants vest subject to the achievement of three time-based or performance-based milestones. The first milestone is a time-based milestone in which 5,573,650 shares vest after 36 months have elapsed subsequent to the execution date of the commercial agreement. The second and third milestones are performance-based milestones in which 1,857,880 shares each vest based on achievement of certain performance metrics by the Company. These warrants are exercisable, solely with respect to the shares that have vested in connection with a particular milestone, in whole or in part, and in all cases only prior to the expiration of the warrant. These warrants were exercisable as of the earlier of a Deemed Liquidation Event, defined as the liquidation, dissolution, or wind-up the business, or the consummation of any merger or consolidation or any sale, lease, transfer, exclusive license, or other disposition of all or substantially all the assets of the Company, or the six-year anniversary of the date of the commercial agreement, after a modification of the warrants in October 2022 to extend the expiration period. During the year ended December 31, 2020, the first and second milestones were achieved, and an aggregate of 7,431,530 shares vested. As of December 31, 2022, 7,431,530 warrants were outstanding, vested, and exercisable. The weighted-average remaining contractual term and the aggregate intrinsic value as of December 31, 2022 of the warrants outstanding and vested was 0.88 years and $87 million, respectively. During the three and nine months ended September 30, 2022, no warrants were exercised, cancelled, or expired. On August 22, 2023, the Company entered into an amendment to provide for the net exercise of the warrants solely in connection with an initial public offering whereby any shares issued upon exercise would equal the difference in value between the fair value of the shares and the exercise price of the warrants on the exercise date. No reductions to revenue were recorded as there was no change to the fair value of the warrant as a result of the modification. In September 2023, the retailer net exercised warrants to purchase 7,431,530 shares of non-voting common stock in connection with the IPO, which resulted in the net issuance of 2,483,784 shares of non-voting common stock, which were subsequently reclassified into an equivalent number of shares of common stock. There were no warrants outstanding under this warrant agreement as of September 30, 2023. July 2018 Retailer Warrants In July 2018, the Company entered into a warrant agreement with another retailer to issue warrants for the purchase of up to 14,863,040 shares of non-voting common stock with an exercise price of $18.52. The warrants vest subject to achievement of time-based milestones. Vesting commenced on January 1, 2018, the vesting start date, with 3,715,760 shares each vesting on the 12 and 24-month anniversaries of the vesting commencement date and four tranches of 1,857,880 shares each vesting every six months thereafter. The retailer can exercise any or all shares vested for a given milestone on or within 90 days following the date of the milestone being achieved. These warrants expire the earliest of 90 days subsequent to the 48-month anniversary of the warrant agreement, a Deemed Liquidation Event (as defined above), or the date the warrant is no longer eligible to be exercised or vest with respect to any shares. During the three and nine months ended September 30, 2022, 1,857,880 of these warrants vested. During the nine months ended September 30, 2022, the retailer exercised warrants to purchase 1,857,880 shares of non-voting common stock, at a price of $18.52 per share with total proceeds of $34 million. There were no warrants outstanding under this warrant agreement as of December 31, 2022. July 2018 Retailer Subscription Agreement In July 2018, in conjunction with the warrant agreement with the same retailer, the Company also entered into a subscription agreement that provided for the issuance of 3,715,760 shares of non-voting common stock for no cash consideration. The shares issuable pursuant to the subscription agreement vest upon four time-based milestones, subject to continued compliance with the commercial agreement. Vesting commenced on January 1, 2018, the vesting start date, with 1,393,410 shares vesting on the 12 and 24-month anniversary, and 464,470 shares vesting on the 36 and 48-month anniversary of the vesting start date. During the three and nine months ended September 30, 2022, 464,470 shares vested and were issued. None of the shares issuable pursuant to the subscription agreement were cancelled during the three and nine months ended September 30, 2022. No shares remain issuable pursuant to this subscription agreement as of December 31, 2022. Refer to Note 12 — Stockholders' Equity (Deficit) for further discussion. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The following tables summarize assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy: As of December 31, 2022 Level 1 Level 2 Level 3 Total (in millions) Cash equivalents Money market funds $ 480 $ — $ — $ 480 Commercial paper — 24 — 24 Total cash equivalents 480 24 — 504 Short-term marketable securities Commercial paper — 60 — 60 U.S. government and government agency debt securities — 140 — 140 Corporate debt securities — 9 — 9 Total short-term marketable securities — 209 — 209 Long-term marketable securities U.S. government and government agency debt securities — 26 — 26 Corporate debt securities — 2 — 2 Total long-term marketable securities — 28 — 28 Total $ 480 $ 261 $ — $ 741 As of September 30, 2023 Level 1 Level 2 Level 3 Total (in millions) Cash equivalents Money market funds $ 1,246 $ — $ — $ 1,246 U.S. government and government agency debt securities — 87 — 87 Total cash equivalents 1,246 87 — 1,333 Short-term marketable securities U.S. government and government agency debt securities — 53 — 53 Corporate debt securities — 3 — 3 Total short-term marketable securities — 56 — 56 Total $ 1,246 $ 143 $ — $ 1,389 |
Investments
Investments | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | 5. Investments The following tables summarize the amortized cost, gross unrealized gains and losses, and aggregate fair value of the Company’s investments in debt securities classified as available-for-sale: As of December 31, 2022 Amortized Gross Unrealized Gains Gross Unrealized Losses Aggregate (in millions) Cash equivalents Money market funds $ 480 $ — $ — $ 480 Commercial paper 24 — — 24 Total cash equivalents 504 — — 504 Short-term marketable securities Commercial paper 60 — — 60 U.S. government and government agency debt securities 142 — (2) 140 Corporate debt securities 9 — — 9 Total short-term marketable securities 211 — (2) 209 Long-term marketable securities U.S. government and government agency debt securities 27 — (1) 26 Corporate debt securities 2 — — 2 Total long-term marketable securities 29 — (1) 28 Total $ 744 $ — $ (3) $ 741 As of September 30, 2023 Amortized Gross Unrealized Gains Gross Unrealized Losses Aggregate (in millions) Cash equivalents Money market funds $ 1,246 $ — $ — $ 1,246 U.S. government and government agency debt securities 87 — — 87 Total cash equivalents 1,333 — — 1,333 Short-term marketable securities U.S. government and government agency debt securities 54 — (1) 53 Corporate debt securities 3 — — 3 Total short-term marketable securities 57 — (1) 56 Total $ 1,390 $ — $ (1) $ 1,389 For the purposes of computing realized and unrealized gains and losses, the cost of investments sold is based on the specific-identification method. The following tables summarize the fair value and gross unrealized losses aggregated by category and the length of time that individual available-for-sale debt securities have been in a continuous unrealized loss position as of December 31, 2022 and September 30, 2023: As of December 31, 2022 Less than 12 Months 12 Months or More Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses (in millions) Commercial paper $ 84 $ — $ — $ — $ 84 $ — U.S. government and government agency debt securities 48 (1) 118 (2) 166 (3) Corporate debt securities 2 — 9 — 11 — Total $ 134 $ (1) $ 127 $ (2) $ 261 $ (3) As of September 30, 2023 Less than 12 Months 12 Months or More Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses (in millions) U.S. government and government agency debt securities $ — $ — $ 43 $ (1) $ 43 $ (1) Corporate debt securities — — 2 — 2 — Total $ — $ — $ 45 $ (1) $ 45 $ (1) The following table summarizes the amortized cost and fair value of the Company’s available-for-sale debt securities with a stated maturity date: As of December 31, As of September 30, 2022 2023 Amortized Cost Fair Value Amortized Cost Fair Value (in millions) Within one year $ 715 $ 713 $ 1,390 $ 1,389 One year through five years 29 28 — — Total $ 744 $ 741 $ 1,390 $ 1,389 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net of accumulated depreciation and amortization, consisted of the following: Estimated Useful Life As of As of 2022 2023 (in years) (in millions) Computer equipment 3 $ 15 $ 16 Furniture and fixtures 5 13 11 Leasehold improvements 2-8 22 21 Capitalized internal-use software 2-5 25 106 Total property and equipment 75 154 Less: accumulated depreciation and amortization (37) (46) Total property and equipment, net $ 38 $ 108 Depreciation and amortization expense related to the Company’s property and equipment was $3 million and $5 million for the three months ended September 30, 2022 and 2023, respectively, and $9 million and $13 million for the nine months ended September 30, 2022 and 2023, respectively . The Company capitalized $3 million and $54 million of internal-use software costs, inclusive of a not material amount and $41 million of stock-based compensation expense, during the three months ended September 30, 2022 and 2023, respectively, and $6 million and $81 million, inclusive of a not material amount and $41 million, during the nine months ended September 30, 2022 and 2023, respectively. Included in depreciation and amortization expense above is amortization expense related to internal-use software within cost of revenue in the condensed consolidated statements of operations of $1 million and $1 million for the three months ended September 30, 2022 and 2023, respectively, and $3 million and $3 million for the nine months ended September 30, 2022 and 2023, respectively. Geographic Information The Company’s long-lived assets, net of accumulated depreciation and amortization, by geographic area were as follows: As of As of 2022 2023 (in millions) United States $ 65 $ 122 Canada 13 18 Other 1 1 Total long-lived assets, net $ 79 $ 141 Long-lived assets consist of property and equipment, net and operating lease right-of-use assets. Long-lived assets attributed to the United States, Canada, and other international geographies are based on the country in which the asset is located. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | 7. Business Combinations Acquisition of Eversight, Inc. On August 31, 2022, pursuant to a merger agreement, the Company acquired a 100% ownership interest in Eversight, Inc. (“Eversight”), a pricing and promotions platform for the grocery industry, based in the United States. The purpose of the acquisition is to enable the Company to provide a pricing-as-a-service solution for retailers and consumer packaged goods companies. The purchase consideration was $59 million in cash. The Company has accounted for this acquisition as a business combination. The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition: Fair value (in millions) Current assets $ 7 Goodwill 27 Intangible assets 35 Total assets acquired 69 Total liabilities assumed (10) Net assets acquired $ 59 Acquisition related costs were expensed as incurred and were not material. The fair value of identified intangible assets and their respective useful lives as at the time of acquisition were as follows: Amount Weighted-Average Useful Life (in millions) (in years) Developed technology $ 21 6.0 Customer relationships 9 4.0 Trademarks 2 10.0 Non-compete 3 3.0 Total intangible assets $ 35 The overall weighted-average useful life of the identified amortizable intangible assets at the time of acquisition was five years. Intangible assets are amortized over the estimated useful lives in a pattern that most closely matches the timing of their economic benefits. The excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill, which is primarily attributed to the monetization opportunities from the Company’s current and future offerings and the value of the assembled workforce. Goodwill recognized from the acquisition is not deductible for tax purposes. The estimated fair values of the developed technology, customer relationships, trademarks, and non-compete agreements were determined based on the present value of cash flows to be generated by those existing intangible assets. Management applied significant judgment in determining the fair value of intangible assets, which involved the use of estimates and assumptions including revenue and cash flow forecasts, technology life, customer base and growth rates, royalty rate, obsolescence, and discount rate. The results of operations of the business combination have been included in the Company’s consolidated financial statements from the date of acquisition. Acquisition of Rosie Applications Inc. On September 2, 2022, pursuant to a merger agreement, the Company acquired a 100% ownership interest in Rosie Applications Inc. (“Rosie”), a white-label online grocery shopping platform targeted toward local and independent grocers based in the United States. The purpose of the acquisition is to enable the Company to provide an e-commerce and mobile solution for small and midsize business retailers. The fair value of the purchase consideration was $50 million, consisting of $43 million in cash and $10 million of contingent consideration with a fair value of $7 million. In addition, the Company issued 223,313 shares of its non-voting common stock with an aggregate fair value of $9 million, which are subject to continuous employment and will be recognized as post-combination compensation expense over the requisite service period. The contingent consideration is based on the achievement of certain performance goals for the year ending December 31, 2023 and is payable only upon the achievement of those goals. As of the acquisition date, the contingent consideration was valued using the income approach with assumptions including revenue projections and probability of achievement through the performance period. The contingent consideration will be remeasured at each reporting period with changes in fair value recorded within sales and marketing expense in the consolidated statements of operations, given that the contingent consideration is dependent on selling-related activities. For the three and nine months ended September 30, 2022 and 2023, the change in fair value of the contingent consideration liability was not material. The Company has accounted for this acquisition as a business combination. The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition: Fair value (in millions) Current assets $ 4 Goodwill 28 Intangible assets 21 Total assets acquired 53 Total liabilities assumed (3) Net assets acquired $ 50 Acquisition related costs were expensed as incurred and were not material. The fair value of identified intangible assets and their respective useful lives as at the time of acquisition were as follows: Amount Weighted-Average Useful Life (in millions) (in years) Developed technology $ 10 5.0 Customer relationships 7 4.0 Trademark 3 10.0 Non-compete 1 3.0 Total intangible assets $ 21 The overall weighted-average useful life of the identified amortizable intangible assets at the time of acquisition was five years. Intangible assets are amortized over the estimated useful lives in a pattern that most closely matches the timing of their economic benefits. The excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill, which is primarily attributed to the monetization opportunities from the Company’s current and future offerings and the value of the assembled workforce. Goodwill recognized from the acquisition is not deductible for tax purposes. The estimated fair values of the developed technology, customer relationships, trademark, and non-compete agreements were determined based on the present value of cash flows to be generated by those existing intangible assets. Management applied significant judgment in determining the fair value of intangible assets, which involved the use of estimates and assumptions including revenue and cash flow forecasts, technology life, customer base and growth rates, royalty rate, obsolescence, and discount rate. The results of operations of the business combination have been included in the Company’s consolidated financial statements from the date of acquisition. Pro forma and historical results of operations for acquisitions completed during the year ended December 31, 2022 have not been presented as those were not material to the Company’s consolidated statements of operations. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 8. Goodwill and Intangible Assets, Net Goodwill The changes in the carrying amount of goodwill for the nine months ended September 30, 2023 were as follows: Amount (in millions) Balance as of January 1, 2023 $ 317 Additions related to business acquisitions — Effect of foreign currency translation — Measurement period adjustments 1 Balance as of September 30, 2023 $ 318 Intangible Assets, Net Intangible assets, net, resulting from business combinations and asset purchases consisted of the following: As of December 31, 2022 Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted-Average Remaining Useful Life (in millions) (in years) Developed technology $ 92 $ (25) $ 67 4.1 Customer relationships 27 (7) 20 3.2 Patents 11 (2) 9 5.8 Other 8 (1) 7 6.3 Total intangible assets, net $ 138 $ (35) $ 103 As of September 30, 2023 Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted-Average Remaining Useful Life (in millions) (in years) Developed technology $ 91 $ (38) $ 53 3.6 Customer relationships 27 (12) 15 2.5 Patents 11 (3) 8 5.1 Other 8 (2) 6 6.0 Total intangible assets, net $ 137 $ (55) $ 82 Amortization expense totaled $5 million and $6 million for the three months ended September 30, 2022 and 2023 , respectively, and $14 million and $20 million for the nine months ended September 30, 2022 and 2023. As of September 30, 2023, the remaining intangible asset amortization was as follows: Amount Year ending December 31, (in millions) Remainder of 2023 $ 7 2024 26 2025 21 2026 16 2027 7 Thereafter 5 Total $ 82 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued and Other Current Liabilities | 9. Accrued and Other Current Liabilities Accrued and other current liabilities were as follows: As of As of 2022 2023 (in millions) Accrued losses related to legal matters $ 164 $ 60 Accrued shopper and merchant liability (1) 103 120 Accrued advertising 58 35 Accrued compensation and benefits 35 38 Income and other taxes 17 2 Accrued professional, legal, and contractor services 44 40 Sales and indirect tax payable 25 33 Other 69 84 Total $ 515 $ 412 ___________ (1) Accrued merchant liability primarily includes liabilities to certain retailers for payment of goods. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Leases The Company’s leases primarily include corporate offices. The lease terms of operating leases vary from one year to 11 years. The Company has leases that include one or more options to extend the lease term for up to five years as well as options to terminate the lease within one year. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Most of these options to extend or terminate the lease do not create a significant economic incentive to extend the lease term and hence are not recognized as part of the Company’s operating lease liabilities and operating lease right-of-use assets. The Company leases office space under noncancelable operating lease agreements with expirations through June 2027. The Company did not modify, enter into, or acquire any material leasing arrangements during the three or nine months ended September 30, 2022 or 2023. Sales and Indirect Taxes The Company pays applicable state, franchise, and other taxes in state and local jurisdictions in which the Company conducts business. In the United States, the Company is under audit by various tax authorities with regard to sales and indirect tax matters. The subject matter of these audits primarily relates to the reporting of sales on behalf of the Company’s third-party sellers or tax treatment applied to the sale of the Company’s services in these jurisdictions. While the Company believes it properly accrues and pays taxes according to its understanding of tax requirements in each taxing jurisdiction, it is possible that tax authorities may question the Company’s interpretation of taxability. As such, there is a high degree of complexity involved in the interpretation and application of state and local sales and indirect tax rules to the Company’s activities. As a result, the Company maintains a reserve related to potential tax, interest, or penalties that may become due . Significant judgments are made by the Company in estimating these reserves which includes assessing the taxability of goods or services transacted using the Company’s technology solution. The Company maintains such reserves until the respective statute of limitations has passed or upon conclusion with the relevant tax authorities, at which point the tax exposure and related interest and penalties are released. The reserve balance was $69 million and $34 million as of December 31, 2022 and September 30, 2023, respectively, and is included within other long-term liabilities on the condensed consolidated balance sheets. The Company recognized a reserve release of $2 million and $23 million for the three months ended September 30, 2022 and 2023, respectively . The Company recognized a reserve release of $2 million and $34 million related to these reserves for the nine months ended September 30, 2022 and 2023 , respectively. The reserve release during the three and nine months ended September 30, 2023 is primarily due to a reserve release of $18 million related to the resolution of a sales and use tax examination with the State of New York. These amounts were recorded within general and administrative expense in the condensed consolidated statements of operations. Legal Matters The Company records a liability for legal contingencies when the Company believes that it is both probable that a loss has been incurred and the amount can be estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in the condensed consolidated financial statements. If the Company determines that a loss is either probable or reasonably possible, but the loss or range of loss cannot be estimated, the Company discloses that fact in the condensed consolidated financial statements. Legal fees are expensed as incurred. The Company operates in several jurisdictions where there have been regulations enacted with respect to methods companies should use to classify workers as either independent contractors or employees, such as California, which enacted California Assembly Bill 5 in 2019. The Company believes that it has properly classified its workers in all jurisdictions in which it operates. Further, on December 16, 2020, the California state ballot initiative, Proposition 22, which provides a framework that offers legal certainty regarding the status of independent work and protects worker flexibility and the quality of on-demand work, among other things, became effective. The Company provides appropriate worker benefits and other protections in accordance with Proposition 22, including guaranteed minimum earnings, healthcare subsidies, insurance, and safety trainings. On August 20, 2021, a judge in Alameda County Superior Court granted a writ that orders the State of California to not enforce Proposition 22 on the ground that it is unconstitutional. On March 13, 2023, the appellate court largely reversed the superior court and effectively upheld Proposition 22. Plaintiffs appealed the decision to the California Supreme Court. If the appellate court ruling is reversed by the California Supreme Court, the Company will face continued legal uncertainty over whether it can properly classify a shopper as an independent contractor in California. If shoppers are determined to be employees under U.S. federal or state law, or under the laws of other jurisdictions in which the Company operates, including as a result of litigation, this would likely require the Company to significantly alter its existing business model and could result in increases to its costs related to shoppers and decreases in the breadth of its offerings and geographic coverage. Further, if the Company changes its offerings or increases customer fees as a result of the increased costs, such changes may result in lower order volumes, which in turn would have an adverse effect on the Company’s business, financial condition, and results of operations. The Company has other active legal matters in California and several other jurisdictions, including litigation, government audits, administrative claims, and inquiries, related to its classification of individuals who provide delivery and other fulfillment services as non-employee contractors. These matters involve allegations that certain individuals are misclassified and, as a result, may be due unpaid minimum statutory wages, overtime, expense reimbursement, and certain other payments and protections, among other issues. Courts and agencies handling these matters may rule that the Company cannot engage workers to perform certain tasks, including delivery and other fulfillment services, as independent contractors. In some of these cases, the Company has entered into settlement agreements to resolve the claims without any admission of liability; in others, there is active litigation or proceedings, and several cases are stayed pending the outcome of earlier filed complaints or other legal developments. In October 2022, the Company signed and filed a stipulated judgment with the city attorney for San Diego, California, which was entered by the court in January 2023 and settled the case for $46.5 million. This amount was previously accrued for and was included in the reserve balances noted below as of December 31, 2022 and subsequently paid during the nine months ended September 30, 2023. In March 2023, the Company entered into a settlement agreement with the California Employment Development Department to resolve disputes concerning alleged unemployment insurance contributions for $32 million. In April 2023, the settlement became effective after the approval by the California Attorney General and an Administrative Law Judge of the California Unemployment Insurance Appeal Board. This amount was previously accrued for and was included in the reserve balances noted below as of December 31, 2022 and subsequently paid during the nine months ended September 30, 2023. In addition to the matters described above, the Company and its subsidiaries are also routinely subject to actual or threatened legal actions relating to alleged violations of contract, regulatory, environmental, health and safety, employment, intellectual property, data protection and privacy, consumer protection, unfair competition, tax, and other laws. In some of these proceedings, claims for substantial monetary damages are asserted against the Company and could result in fines, penalties, compensatory damages, or non-monetary relief. The Company does not believe that these matters will have a material adverse effect upon its results of operations, cash flows, or financial condition. To the extent the Company has agreed to settle outstanding claims or where the Company has concluded it is probable that a resolution may be reached at an amount of loss that is estimable, the loss has been recognized within general and administrative expense in the condensed consolidated statements of operations. The total loss recognized related to these claims was $17 million and not material for the three months ended September 30, 2022 and 2023, respectively, and $30 million for the nine months ended September 30, 2022 . During the nine months ended September 30, 2023, the Company recognized a reserve release related to these claims of $6 million. The reserve balance was $164 million and $60 million as of December 31, 2022 and September 30, 2023 , respectively, and is included within accrued and other current liabilities on the condensed consolidated balance sheets. The actual losses incurred on claims that have not been resolved may differ from the initial estimates of loss, and such differences could be material. The Company is also subject from time to time to audits by government agencies in the various jurisdictions in which it operates. To the extent the Company is obligated to make payments in these jurisdictions (other than income taxes), the Company has recorded the related expense within general and administrative expense in the condensed consolidated statements of operations. The results of these audits may result in additional payments, penalties, and interest, and such additional amounts could be material. Indemnifications The Company has entered into indemnification agreements with certain of the Company’s officers, directors, and current and former employees, and the Company’s certificate of incorporation and bylaws contain certain indemnification obligations. It is not possible to determine the maximum potential loss under these indemnification provisions due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, no significant costs have been incurred, either individually or collectively, in connection with the Company’s indemnification provisions. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Stock | 11. Redeemable Convertible Preferred Stock Redeemable Convertible Preferred Stock Immediately prior to the completion of the Company’s IPO, all of the Company’s then-outstanding shares of redeemable convertible preferred stock were automatically converted into 167,691,838 shares of voting common stock and, in connection with the IPO, all shares of voting common stock underlying the redeemable convertible preferred stock were reclassified into an equivalent number of shares of common stock. In connection with the Company’s IPO, the Restated Certificate became effective, which authorized the issuance of 30,000,000 shares of preferred stock with a par value of $0.0001 per share with rights and preferences, including voting rights, designated from time to time by the Company’s board of directors. The following tables summarize the Company’s redeemable convertible preferred stock, as of December 31, 2022 and prior to the completion of the Company’s IPO: Shares Authorized Shares Issued and Outstanding Per Share Issuance Price Conversion Carrying Value, Net of Issuance Costs Liquidation Value (in thousands) (in millions) Series A 51,250 51,210 $ 0.2374 $ 0.2374 $ 11 $ 12 Series B 16,655 15,115 2.9793 2.9078 40 45 Series B-1 745 745 2.9793 2.9078 2 2 Series C 19,236 16,540 13.3104 13.3104 220 220 Series D 26,998 22,302 18.5201 18.5201 413 413 Series E 17,404 17,359 20.1108 20.1108 349 349 Series F 30,153 30,153 29.7381 29.7381 897 897 Series G 6,758 6,758 48.0919 48.0919 325 325 Series H 5,000 5,000 60.0000 60.0000 300 300 Series I 2,120 2,120 125.0000 125.0000 265 265 Series I-1 2,000 — 125.0000 125.0000 — — Total 178,319 167,302 $ 2,822 $ 2,828 Series A Redeemable Convertible Preferred Stock Immediately subsequent to the closing of the IPO in September 2023, the Company authorized and issued 5,833,333 shares of Series A redeemable convertible preferred stock at a price of $30.00 per share for proceeds of $175 million. The Company determined the fair value of the Series A redeemable convertible preferred stock at issuance was $175 million and was determined using a Monte Carlo valuation model. The key assumptions used included the closing price of the Company’s common stock on the issuance date of $30.65, an expected term of approximately seven years, an expected volatility of 54%, and a discount for lack of marketability of 35%. Pursuant to the securities purchase agreement related to the issuance, the Company adopted the Certificate of Designation of Series A redeemable convertible preferred stock, as filed with the Secretary of State of the State of Delaware, setting forth the rights, designations, preferences, limitations, and restrictions applicable to the Series A redeemable convertible preferred stock. The rights, preferences, and privileges of the Series A redeemable convertible preferred stock are as follows: Seniority; Liquidation Preference The Series A redeemable convertible preferred stock, with respect to distribution rights upon the liquidation, winding-up or dissolution of the Company (but excluding a change of control, as described below ranks (i) senior to the Company’s common stock, (ii) on parity with any class or series of the Company’s capital stock expressly designated as ranking on parity with the Series A redeemable convertible preferred stock, and (iii) junior to any class or series of the Company’s capital stock expressly designated as ranking senior to the Series A redeemable convertible preferred stock. The Series A redeemable convertible preferred stock has a liquidation preference equal to the greater of (i) the Stated Value (as defined below), and (ii) the amount that the holder would be entitled to receive on an as-converted to common stock basis based on the then-applicable Conversion Ratio (as defined below), on the date of such liquidation, winding-up or dissolution. Such liquidation, winding-up or dissolution amounts would be paid out of the Company’s assets legally available for distribution to its stockholders, after satisfaction of debt and other liabilities owed to its creditors and holders of shares of any senior securities and before any payment or distribution is made to holders of any junior securities, including, without limitation, the Company’s common stock. The Stated Value for the Series A redeemable convertible preferred stock on a given date is defined as the sum of (i) the original issue price of the Series A redeemable convertible preferred stock, automatically increased at an annual rate of 5.0%, compounding on each anniversary of the issue date, through such date, and (ii) on an as-converted to common stock basis, the pro rata portion of any cash dividends or distributions that the Company pays on its common stock. The Conversion Ratio for the Series A redeemable convertible preferred stock means (i) a number of shares of common stock equal to the quotient of the Stated Value divided by the conversion price, plus (ii) if the product of such number of shares of common stock times the 10-Day VWAP (as defined below) is less than the Stated Value on such date, an additional number of shares of common stock that, when multiplied by the 10-Day VWAP, equals the difference. The 10-Day VWAP is defined as the average of the volume-weighted average price per share of common stock for each of the 10 consecutive trading days ending on, and including, the trading day immediately before the date of determination. Conversion From and after the seventh anniversary of the issue date of the Series A redeemable convertible preferred stock, at any time when the 10-Day VWAP exceeds the conversion price of the Series A redeemable convertible preferred stock, all outstanding shares of Series A redeemable convertible preferred stock will automatically convert into a number of shares of the Company’s common stock equal to the Conversion Ratio on such date. In addition, on the third anniversary of the issue date of the Series A redeemable convertible preferred stock, if the 10-Day VWAP immediately prior to such date exceeds the conversion price of the Series A redeemable convertible preferred stock, the holder will have the option to convert all outstanding shares of Series A redeemable convertible preferred stock at the conversion price on such date plus, if there is a Conversion Shortfall (as defined below), such additional number of shares of Common Stock that, when multiplied by the 10-Day VWAP immediately prior to such date, equals the Conversion Shortfall. The conversion price for the Series A redeemable convertible preferred stock is not subject to adjustment, except for customary adjustments for stock splits, stock dividends, recapitalizations, reorganizations and similar corporate actions. The Conversion Shortfall for the Series A redeemable convertible preferred stock on any conversion date is defined as the absolute dollar value by which the product of the Conversion Ratio and the 10-Day VWAP for an applicable conversion is less than the Stated Value plus the Minimum Return Amount on such date. Redemption At any time from and after the seventh anniversary of the issue date of the Series A redeemable convertible preferred stock, if the 10-Day VWAP does not exceed the conversion price, the Company has the right to redeem all, but not less than all, outstanding shares of Series A redeemable convertible preferred stock at the Stated Value on such redemption date. On each of the third anniversary (only if the 10-Day VWAP immediately prior to such date does not exceed the conversion price), the seventh anniversary, the tenth anniversary and the thirteenth anniversary of the issue date, the holder has the right to require the Company to redeem all, but not less than all, outstanding shares of Series A redeemable convertible preferred stock at the Stated Value on such redemption date. Upon a change of control of the Company, the Company will redeem all, but not less than all, outstanding shares of Series A redeemable convertible preferred stock for an amount equal to the greater of (i) the Stated Value on the date of the change of control and (ii) the amount that the holder would be entitled to receive on an as-converted to common stock basis based on the then-applicable conversion ratio (for which the 10-Day VWAP equals the purchase price or transaction consideration per share of common stock in the change of control transaction). Under certain regulatory events or strategic actions by the Company or the holder the Company or the holder, as applicable, has the right to elect to redeem all outstanding shares of Series A redeemable convertible preferred stock at the Stated Value, if the 10-Day VWAP immediately prior to the date of such event does not exceed the conversion price, or convert all outstanding shares of Series A redeemable convertible preferred stock into a number of shares of the Company’s common stock equal to the then-applicable conversion ratio, in case the 10-Day VWAP immediately prior to the date of such event exceeds the conversion price. The Company presents its Series A redeemable convertible preferred stock outside of stockholders’ equity (deficit) as mezzanine equity because the shares contain redemption features that are not solely within the Company’s control. The Company is required to accrete the carrying value of the Series A redeemable preferred stock to its redemption value over the period from issuance through redemption date. The accretion was not material during the three and nine months ended September 30, 2023. Voting The Series A redeemable convertible preferred stock confers no voting rights on the holder, except as required by applicable law and with respect to matters that adversely change the powers, preferences, privileges, rights or restrictions of the Series A redeemable convertible preferred stock, including the authorization or issuance of equity securities that would rank senior to or pari passu with the Series A redeemable convertible preferred stock (other than, in certain cases, new shares of Series A redeemable convertible preferred stock or new series of preferred stock with substantially similar terms as the Series A redeemable convertible preferred stock) and the declaration or payment of cash dividends on shares other than the Series A redeemable convertible preferred stock in excess a 5.0% annual dividend yield. No dividends were declared or paid during the three or nine months ended September 30, 2022 and 2023. |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) | 12. Stockholders’ Equity (Deficit) Common Stock Reserved for Future Issuance The following table summarizes the Company’s shares of common stock reserved for future issuance on an as-converted basis: As of As of 2022 2023 (in thousands) Redeemable convertible preferred stock 167,692 — Series A redeemable convertible preferred stock — 5,833 Non-voting common stock warrants 7,431 — Restricted stock units 57,015 30,717 Exchangeable shares outstanding 689 — Stock options outstanding 30,033 19,996 Shares available for future issuance 3,628 42,230 Shares available for issuance under the 2023 Employee Stock Purchase Plan — 7,000 Total 266,488 105,776 The holders of common stock are entitled to receive dividends out of funds that are legally available, when and if declared by the board of directors and subject to the rights of the holders of redeemable convertible preferred stock and approval from the holders of the Series A redeemable convertible preferred stock, as applicable. For the three and nine months ended September 30, 2022 and 2023, no dividends were declared or paid. Equity Incentive Plans The 2013 Equity Incentive Plan, which was terminated in August 2018, allowed the Company to issue awards for its voting common stock only. The 2018 Equity Incentive Plan (the “2018 Plan”) allowed the Company to issue awards for its non-voting common stock only. In connection with the IPO, the 2018 Plan was terminated effective immediately prior to the effectiveness of the 2023 Equity Incentive Plan (the “2023 Plan”) and all reserved shares under the 2018 Plan were transferred to the 2023 Plan. In August 2023, the Company’s board of directors adopted the 2023 Plan, which became effective in connection with the IPO. The 2023 Plan provides for grants of incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended to the Company’s employees of any parent or subsidiary, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), awards, performance awards, and other forms of awards to the Company’s employees, directors, and consultants, including employees and consultants of the Company’s affiliates. Initially, the maximum number of shares of the Company’s common stock that may be issued under its 2023 Plan will not exceed 114,875,120 shares of the Company’s common stock. In addition, the number of shares of common stock reserved for issuance under the Company’s 2023 Plan will automatically increase on January 1 of each calendar year, starting on January 1, 2024 through January 1, 2033, in an amount equal to (1) 5% of the total number of shares of common stock outstanding on December 31 of the year before the date of each automatic increase or (2) a lesser number of shares determined by the Company’s board of directors prior to the applicable January 1. The maximum number of shares of the Company’s common stock that may be issued on the exercise of incentive stock options under the Company’s 2023 Plan will be 344,625,360 shares. Stock Options Activity under equity incentive plans are set forth below: Shares Available for Future Grant Number of Options Weighted-Average Exercise Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value (in thousands) (in years) (in millions) As of January 1, 2023 3,628 30,033 $ 7.65 4.16 $ 685 Additional shares reserved 24,800 — Options exercised — (10,033) $ 5.81 Options cancelled and forfeited 4 (4) $ 3.79 Restricted stock units granted (10,127) — Shares withheld related to net share settlement 20,671 — Restricted stock units forfeited 3,091 — Restricted stock cancelled 163 — As of September 30, 2023 42,230 19,996 $ 8.57 3.61 $ 430 Options vested and expected to vest as of September 30, 2023 19,996 $ 8.57 3.61 $ 430 Options exercisable as of September 30, 2023 19,846 $ 8.28 3.58 $ 430 The total intrinsic value of the stock options exercised during the nine months ended September 30, 2022 and 2023 was $7 million and $244 million, respectively. The total fair value of stock options vested was $15 million and $4 million for the nine months ended September 30, 2022 and 2023, respectively. Restricted Stock The following table summarizes the activity related to the Company’s restricted stock for the nine months ended September 30, 2023: Number of Shares Weighted-Average (in thousands) Unvested and outstanding as of January 1, 2023 828 $ 97.99 Granted — $ — Vested (1) (453) $ 106.44 Forfeited — $ — Unvested and outstanding as of September 30, 2023 375 $ 87.80 ___________ (1) Includes 162,886 shares of common stock underlying restricted stock that were repurchased and cancelled to cover taxes on the settlement of vested restricted stock during the nine months ended September 30, 2023 and became available for future grants pursuant to the 2023 Plan. During the nine months ended September 30, 2022, the Company issued restricted stock in connection with business acquisitions. Refer to Note 7 — Business Combinations for further discussion. RSUs The following table summarizes the activity related to the Company’s RSUs for the nine months ended September 30, 2023: Number of Shares Weighted-Average (in thousands) Unvested and outstanding as of January 1, 2023 56,969 $ 54.85 Granted 10,127 $ 35.32 Vested (1) (33,288) $ 49.73 Vested and not settled (1,043) $ 36.13 Forfeited (3,091) $ 66.72 Unvested and outstanding as of September 30, 2023 29,674 $ 53.40 ___________ (1) Includes 15,630,394 shares of common stock underlying RSUs that were withheld to cover taxes on the settlement of vested RSUs during the nine months ended September 30, 2023 and became available for future grants pursuant to the 2023 Plan. Exchangeable Shares In connection with the acquisition of Unata in 2018, through the Company’s subsidiary, Aspen, issued exchangeable shares that were exchangeable by the holders for the shares of the Company’s non-voting common stock on a one-for-one basis (subject to customary adjustments for stock splits or other reorganizations). The exchangeable shares were legally issued and outstanding. The exchangeable shares were held in escrow until such shares were released to the recipient upon the first, second, and third anniversaries of the issuance date, subject to the continued employment of the recipient. Holders of the exchangeable shares were entitled to receive dividends economically equivalent to noncumulative dividends declared by the Company with respect to its common stock. The released shares could be exchanged for shares of the Company’s common stock, on a one-to-one basis as adjusted for any dividends or withholding tax obligation, at any time at the Company’s option, or upon certain change of control events including a merger, sale of assets, certain changes in law, or the effective date of a registration statement on Form S-1 filed pursuant to the Securities Act for an initial public offering of the Company’s common stock, or automatically on the 10th anniversary of the issuance date. Immediately prior to the IPO, the exchangeable shares were exchanged for shares of the Company’s non-voting common stock, which were converted to shares of voting common stock, and subsequently reclassified into common stock. Number of Shares Weighted-Average (in thousands) Outstanding and vested as of January 1, 2023 689 $ 18.52 Issued — $ — Forfeited (1) $ 18.52 Shares exchanged (688) $ 18.52 Outstanding and vested as of September 30, 2023 — $ — 2023 Employee Stock Purchase Plan The Company’s board of directors adopted, and the Company's stockholders approved, the 2023 Employee Stock Purchase Plan (“the ESPP”), which became effective immediately prior to the effectiveness of the registration statement on Form S-1 related to the IPO. A total of 7,000,000 shares of common stock were initially reserved for sale under the ESPP. The number of shares of the Company’s common stock reserved for issuance will automatically increase on January 1 of each calendar year, beginning on January 1, 2024 through January 1, 2033, by the lesser of (1) 1% of the total number of shares of common stock outstanding on the last day of the year before the date of the automatic increase and (2) 7,000,000 shares; provided that before the date of any such increase, the Company’s board of directors may determine that such increase will be less than the amount set forth in clauses (1) and (2). Subject to any limitations contained therein, the ESPP allows eligible employees to contribute (in the form of payroll deductions or otherwise to the extent permitted by the administrator) an amount established by the administrator from time to time in its discretion to purchase common stock at a discounted price per share. As of September 30, 2023, there had been no offering period or purchase period under the ESPP, and no such period will begin unless and until determined by the Company’s board of directors, or its compensation committee under its delegation, as the administrator of the ESPP. Stock-Based Compensation Expense Summary Stock-based compensation expense by line item in the condensed consolidated statements of operations related to stock options, restricted stock, and RSUs, as applicable, is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2023 2022 2023 (in millions) Cost of revenue $ — $ 17 $ — $ 17 Operations and support — 85 — 85 Research and development 3 1,711 10 1,715 Sales and marketing 1 292 3 294 General and administrative 6 500 10 503 Total stock-based compensation expense (1) $ 10 $ 2,605 $ 23 $ 2,614 ___________ (1) The Company recognized $2,581 million of stock-based compensation expense, net of $39 million capitalized related to the development of internal-use software, associated with vested RSUs and certain shares of vested restricted stock as a result of the satisfaction of the liquidity event-based vesting condition upon the effective date of the registration statement on Form S-1 in connection with the Company’s IPO. To meet the related tax withholding requirements for the net settlement, net exercise, and cancellation and repurchase, as applicable, of the vested RSUs, for certain vested stock options, and shares of vested restricted stock, the Company withheld or cancelled, as applicable, 20,810,882 of the 43,052,572 shares underlying such equity awards, resulting in the net issuance of 22,241,690 shares of common stock. Based on an IPO price of $30.00 per share, the Company’s tax withholding obligation was $570 million and was paid during the three months ended September 30, 2023 . As of September 30, 2023, there was $711 million of unrecognized stock-based compensation expense related to all unvested awards, which is expected to be recognized over a weighted-average period of 2.15 years. The amount of stock-based compensation capitalized related to the development of internal-use software was not material and $41 million during the three months ended September 30, 2022 and 2023, respectively, and was not material and $41 million during the nine months ended September 30, 2022 and 2023, respectively. The Company recognized an income tax benefit of zero and $247 million in the condensed consolidated statements of operations related to stock-based awards in the three months ended September 30, 2022 and 2023, respectively. The income tax benefit recognized was zero and $247 million for the nine months ended September 30, 2022 and 2023, respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The Company’s provision for (benefit from) income taxes for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in that quarter. The Company’s effective tax rates for each period presented are the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company’s effective tax rate was (8.9)% and 18.0% for the three months ended September 30, 2022 and 2023, respectively, and 5.2% and 17.6% for the nine months ended September 30, 2022 and 2023, respectively. For the three months ended September 30, 2022 and 2023, the Company’s benefit from income taxes varied from the tax computed at the U.S. federal statutory income tax rate primarily due to the Company maintaining a U.S. valuation allowance on the Company’s deferred tax asset during the three months ended September 30, 2022, which was released during the fourth quarter of 2022, the tax effects of stock-based compensation, including certain restructurings, recognized during the three months ended September 30, 2023 in connection with the Company’s IPO, and an increase in U.S. research and development credit generation during the three months ended September 30, 2023. For the nine months ended September 30, 2022 and 2023, the Company’s provision for income taxes varied from the tax computed at the U.S. federal statutory income tax rate primarily due to the Company maintaining a U.S. valuation allowance on the Company’s deferred tax assets during the nine months ended September 2022, which was released during the fourth quarter of 2022, being subject to minimal state income taxes during the nine months ended September 30, 2022, the tax effects of stock-based compensation, including certain restructurings, recognized during the nine months ended September 30, 2023 in connection with the Company’s IPO, and an increase in U.S. research and development credit generation during the nine months ended September 30, 2023. |
Net Income (Loss) per Share Att
Net Income (Loss) per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share Attributable to Common Stockholders | 14. Net Income (Loss) per Share Attributable to Common Stockholders Prior to the IPO, the rights, including the liquidation and dividend rights, of the holders of voting and non-voting common stock were identical, except with respect to voting. As the liquidation and dividend rights were identical, the undistributed earnings were allocated on a proportionate basis and the resulting net income (loss) per share attributable to common stockholders were, therefore, the same for both voting and non-voting common stock on an individual or combined basis. Immediately prior to the completion of the IPO, all outstanding shares of the Company’s non-voting common stock were converted into shares of voting common stock, all of which were subsequently reclassified into common stock. The shares issued in the IPO and the shares of common stock issued upon conversion of the then-outstanding shares of redeemable convertible preferred stock in connection with the IPO, as well as vested RSUs that have been settled, are included in the table below weighted for the period outstanding during the three and nine months ended September 30, 2022 and 2023. The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders: Three Months Ended September 30, Nine Months Ended September 30, 2022 2023 2022 2023 (in millions, except share amounts, which are reflected in thousands, and per share amounts) Numerator: Net income (loss) $ 36 $ (1,999) $ (38) $ (1,757) Less: Undistributed earnings attributable to preferred stockholders (36) — — — Net income (loss) attributable to common stockholders, basic and diluted $ — $ (1,999) $ (38) $ (1,757) Denominator: Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic and diluted 72,010 95,836 71,783 80,180 Net income (loss) per share attributable to common stockholders, basic and diluted $ — $ (20.86) $ (0.52) $ (21.92) The following potentially dilutive outstanding securities were excluded from the computation of diluted income (loss) per share attributable to common stockholders because their effect was not dilutive: As of September 30, 2022 2023 (in thousands) Redeemable convertible preferred stock 167,692 — Series A redeemable convertible preferred stock — 5,833 Stock options 30,059 19,996 Restricted stock units — 28,559 Unvested restricted non-voting common stock 399 375 Non-voting common stock warrants 7,431 — Total 205,581 54,763 The following potentially dilutive outstanding securities were excluded from the table above because they are subject to performance-based and / or market-based vesting conditions that were not achieved as of those dates: As of September 30, 2022 2023 (in thousands) Restricted stock units 48,309 2,158 Unvested restricted non-voting common stock 450 — Non-voting common stock warrants 1,858 — Total 50,617 2,158 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. Related Party Transactions An executive officer of a software vendor joined the Company’s board of directors during 2021. The Company is party to agreements with the vendor whereby the Company primarily pays the vendor usage-based subscription fees for the use of the software. During the three months ended September 30, 2022 and 2023, no amounts were paid to the vendor, and $6 million and $7 million, respectively, was included within operating expenses in the condensed consolidated statements of operations. During the nine months ended September 30, 2022 and 2023, the amount paid was $37 million and not material, respectively, in connection with this software subscription, and $22 million and $18 million, respectively, was included within operating expenses in the condensed consolidated statements of operations. As of December 31, 2022 and September 30, 2023, $23 million and $5 million was included within prepaid expenses and other current assets on the condensed consolidated balance sheets, respectively, and no amounts were due to this vendor as of those dates. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events On November 8, 2023, the Company announced that its board of directors approved a share repurchase program with authorization to purchase up to $500 million of the Company’s common stock at management’s discretion. Repurchases may be made from time to time through open market purchases or through privately negotiated transactions subject to market conditions, applicable legal requirements, and other relevant factors. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 of the Exchange Act. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its common stock under this authorization. The timing and actual number of shares repurchased may depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net income (loss) | $ (1,999) | $ 114 | $ 128 | $ 36 | $ 8 | $ (82) | $ (1,757) | $ (38) |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2022 which can be found in the Company’s final prospectus dated September 18, 2023 filed with the SEC pursuant to Rule 424(b)(4) (“Prospectus”) under the Securities Act of 1933, as amended (the “Securities Act”). In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the condensed consolidated financial statements. The condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited financial statements at that date but does not include all of the disclosures required by GAAP. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after elimination of all intercompany accounts and transactions. The condensed consolidated financial statements reflect all adjustments and reclassifications that, in the opinion of management, are necessary for the fair presentation of the Company’s results of operations and financial condition as of and for the periods presented. The results for the interim periods are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period. Other than those described below, there were no significant changes to the significant accounting policies from those that were disclosed in the audited consolidated financial statements and related notes for the year ended December 31, 2022 included in the Prospectus. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting periods covered by the financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, (i) revenue recognition, including revenue-related reserves, (ii) stock-based compensation, (iii) valuation of the Company’s common stock and equity awards, (iv) fair value of assets acquired and liabilities assumed for business combinations, (v) sales and indirect tax reserves, (vi) legal and other loss contingencies, (vii) income taxes, and (viii) capitalized internal-use software. The Company determines its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, actual results could differ from these estimates, and these differences may be material to the condensed consolidated financial statements. The Company has considered the impacts of the COVID-19 pandemic, macroeconomic trends such as higher inflation, rising interest rates, and associated impacts to consumer discretionary income, the effects of supply chain challenges, cessation of government aid, and uncertainty regarding an economic recession on the assumptions and inputs supporting certain of the Company’s estimates, assumptions, and judgments. The level of uncertainties and volatility in the global financial markets and economies, as well as the uncertainties related to the impact of the pandemic, macroeconomic factors, geopolitical environment, and their effects on the Company’s operations and financial performance, means that these estimates may change in future periods as new events occur and additional information is obtained. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs, which consist of direct incremental legal, consulting, accounting, and other fees related to the anticipated sale of the Company’s common stock in the IPO, were initially capitalized and recorded in other assets on the condensed consolidated balance sheets. After the IPO, all deferred offering costs were reclassified into additional paid-in capital as a reduction of proceeds, net of underwriting discounts, received from the IPO on the condensed consolidated balance sheets. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share The Company calculates basic and diluted net income (loss) per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. The Company considered all series of the redeemable convertible preferred stock issued prior to December 31, 2022 to be participating securities as the holders were entitled to receive non-cumulative dividends on a pari passu basis in the event that a dividend was paid on common stock. The two-class method requires earnings available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all earnings for the period had been distributed. Under the two-class method, net loss attributable to common stockholders was not allocated to the redeemable convertible preferred stock as the holders of redeemable convertible preferred stock did not have a contractual obligation to share in losses. Immediately prior to the completion of the IPO, all of the Company’s outstanding shares of redeemable convertible preferred stock were automatically converted into 167,691,838 shares of voting common stock, all of which were subsequently reclassified into common stock. The Company’s Series A redeemable convertible preferred stock is not considered a participating security for purposes of calculating net income (loss) per share attributable to common stockholders as the holder is not entitled to participate in undistributed earnings with common stockholders. Basic net income (loss) per share attributable to common stockholders is calculated by dividing the net income (loss) attributable to common stockholders, adjusted for accretion recognized, as applicable, by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share attributable to common stockholders, adjusted for accretion recognized, as applicable, is computed by giving effect to all potentially dilutive securities outstanding for the period. For periods in which the Company reports net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because the effect of potentially dilutive securities is not dilutive. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated | The Company believes this depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Three Months Ended September 30, Nine Months Ended September 30, 2022 2023 2022 2023 (in millions) Transaction $ 482 $ 542 $ 1,281 $ 1,611 Advertising and other 186 222 513 628 Total revenue $ 668 $ 764 $ 1,794 $ 2,239 |
Revenue from External Customers by Geographic Areas | Revenue by geographic areas based on bill-to location was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2023 2022 2023 (in millions) United States $ 648 $ 737 $ 1,741 $ 2,163 International (1) 20 27 53 76 Total revenue $ 668 $ 764 $ 1,794 $ 2,239 ___________ (1) No individual international country represented 10% or more of the Company’s total revenue for the three or nine months ended September 30, 2022 or 2023. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables summarize assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy: As of December 31, 2022 Level 1 Level 2 Level 3 Total (in millions) Cash equivalents Money market funds $ 480 $ — $ — $ 480 Commercial paper — 24 — 24 Total cash equivalents 480 24 — 504 Short-term marketable securities Commercial paper — 60 — 60 U.S. government and government agency debt securities — 140 — 140 Corporate debt securities — 9 — 9 Total short-term marketable securities — 209 — 209 Long-term marketable securities U.S. government and government agency debt securities — 26 — 26 Corporate debt securities — 2 — 2 Total long-term marketable securities — 28 — 28 Total $ 480 $ 261 $ — $ 741 As of September 30, 2023 Level 1 Level 2 Level 3 Total (in millions) Cash equivalents Money market funds $ 1,246 $ — $ — $ 1,246 U.S. government and government agency debt securities — 87 — 87 Total cash equivalents 1,246 87 — 1,333 Short-term marketable securities U.S. government and government agency debt securities — 53 — 53 Corporate debt securities — 3 — 3 Total short-term marketable securities — 56 — 56 Total $ 1,246 $ 143 $ — $ 1,389 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Debt Securities, Available-for-Sale | The following tables summarize the amortized cost, gross unrealized gains and losses, and aggregate fair value of the Company’s investments in debt securities classified as available-for-sale: As of December 31, 2022 Amortized Gross Unrealized Gains Gross Unrealized Losses Aggregate (in millions) Cash equivalents Money market funds $ 480 $ — $ — $ 480 Commercial paper 24 — — 24 Total cash equivalents 504 — — 504 Short-term marketable securities Commercial paper 60 — — 60 U.S. government and government agency debt securities 142 — (2) 140 Corporate debt securities 9 — — 9 Total short-term marketable securities 211 — (2) 209 Long-term marketable securities U.S. government and government agency debt securities 27 — (1) 26 Corporate debt securities 2 — — 2 Total long-term marketable securities 29 — (1) 28 Total $ 744 $ — $ (3) $ 741 As of September 30, 2023 Amortized Gross Unrealized Gains Gross Unrealized Losses Aggregate (in millions) Cash equivalents Money market funds $ 1,246 $ — $ — $ 1,246 U.S. government and government agency debt securities 87 — — 87 Total cash equivalents 1,333 — — 1,333 Short-term marketable securities U.S. government and government agency debt securities 54 — (1) 53 Corporate debt securities 3 — — 3 Total short-term marketable securities 57 — (1) 56 Total $ 1,390 $ — $ (1) $ 1,389 |
Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value | For the purposes of computing realized and unrealized gains and losses, the cost of investments sold is based on the specific-identification method. The following tables summarize the fair value and gross unrealized losses aggregated by category and the length of time that individual available-for-sale debt securities have been in a continuous unrealized loss position as of December 31, 2022 and September 30, 2023: As of December 31, 2022 Less than 12 Months 12 Months or More Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses (in millions) Commercial paper $ 84 $ — $ — $ — $ 84 $ — U.S. government and government agency debt securities 48 (1) 118 (2) 166 (3) Corporate debt securities 2 — 9 — 11 — Total $ 134 $ (1) $ 127 $ (2) $ 261 $ (3) As of September 30, 2023 Less than 12 Months 12 Months or More Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses (in millions) U.S. government and government agency debt securities $ — $ — $ 43 $ (1) $ 43 $ (1) Corporate debt securities — — 2 — 2 — Total $ — $ — $ 45 $ (1) $ 45 $ (1) |
Investments Classified by Contractual Maturity Date | The following table summarizes the amortized cost and fair value of the Company’s available-for-sale debt securities with a stated maturity date: As of December 31, As of September 30, 2022 2023 Amortized Cost Fair Value Amortized Cost Fair Value (in millions) Within one year $ 715 $ 713 $ 1,390 $ 1,389 One year through five years 29 28 — — Total $ 744 $ 741 $ 1,390 $ 1,389 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment, net of accumulated depreciation and amortization, consisted of the following: Estimated Useful Life As of As of 2022 2023 (in years) (in millions) Computer equipment 3 $ 15 $ 16 Furniture and fixtures 5 13 11 Leasehold improvements 2-8 22 21 Capitalized internal-use software 2-5 25 106 Total property and equipment 75 154 Less: accumulated depreciation and amortization (37) (46) Total property and equipment, net $ 38 $ 108 The Company’s long-lived assets, net of accumulated depreciation and amortization, by geographic area were as follows: As of As of 2022 2023 (in millions) United States $ 65 $ 122 Canada 13 18 Other 1 1 Total long-lived assets, net $ 79 $ 141 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition: Fair value (in millions) Current assets $ 7 Goodwill 27 Intangible assets 35 Total assets acquired 69 Total liabilities assumed (10) Net assets acquired $ 59 The Company has accounted for this acquisition as a business combination. The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition: Fair value (in millions) Current assets $ 4 Goodwill 28 Intangible assets 21 Total assets acquired 53 Total liabilities assumed (3) Net assets acquired $ 50 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Acquisition related costs were expensed as incurred and were not material. The fair value of identified intangible assets and their respective useful lives as at the time of acquisition were as follows: Amount Weighted-Average Useful Life (in millions) (in years) Developed technology $ 21 6.0 Customer relationships 9 4.0 Trademarks 2 10.0 Non-compete 3 3.0 Total intangible assets $ 35 Amount Weighted-Average Useful Life (in millions) (in years) Developed technology $ 10 5.0 Customer relationships 7 4.0 Trademark 3 10.0 Non-compete 1 3.0 Total intangible assets $ 21 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the nine months ended September 30, 2023 were as follows: Amount (in millions) Balance as of January 1, 2023 $ 317 Additions related to business acquisitions — Effect of foreign currency translation — Measurement period adjustments 1 Balance as of September 30, 2023 $ 318 |
Schedule of Acquired Indefinite-Lived Intangible Assets by Major Class | Intangible assets, net, resulting from business combinations and asset purchases consisted of the following: As of December 31, 2022 Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted-Average Remaining Useful Life (in millions) (in years) Developed technology $ 92 $ (25) $ 67 4.1 Customer relationships 27 (7) 20 3.2 Patents 11 (2) 9 5.8 Other 8 (1) 7 6.3 Total intangible assets, net $ 138 $ (35) $ 103 As of September 30, 2023 Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted-Average Remaining Useful Life (in millions) (in years) Developed technology $ 91 $ (38) $ 53 3.6 Customer relationships 27 (12) 15 2.5 Patents 11 (3) 8 5.1 Other 8 (2) 6 6.0 Total intangible assets, net $ 137 $ (55) $ 82 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of September 30, 2023, the remaining intangible asset amortization was as follows: Amount Year ending December 31, (in millions) Remainder of 2023 $ 7 2024 26 2025 21 2026 16 2027 7 Thereafter 5 Total $ 82 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accrued and other current liabilities were as follows: As of As of 2022 2023 (in millions) Accrued losses related to legal matters $ 164 $ 60 Accrued shopper and merchant liability (1) 103 120 Accrued advertising 58 35 Accrued compensation and benefits 35 38 Income and other taxes 17 2 Accrued professional, legal, and contractor services 44 40 Sales and indirect tax payable 25 33 Other 69 84 Total $ 515 $ 412 ___________ (1) Accrued merchant liability primarily includes liabilities to certain retailers for payment of goods. |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Convertible Preferred Stock | The following tables summarize the Company’s redeemable convertible preferred stock, as of December 31, 2022 and prior to the completion of the Company’s IPO: Shares Authorized Shares Issued and Outstanding Per Share Issuance Price Conversion Carrying Value, Net of Issuance Costs Liquidation Value (in thousands) (in millions) Series A 51,250 51,210 $ 0.2374 $ 0.2374 $ 11 $ 12 Series B 16,655 15,115 2.9793 2.9078 40 45 Series B-1 745 745 2.9793 2.9078 2 2 Series C 19,236 16,540 13.3104 13.3104 220 220 Series D 26,998 22,302 18.5201 18.5201 413 413 Series E 17,404 17,359 20.1108 20.1108 349 349 Series F 30,153 30,153 29.7381 29.7381 897 897 Series G 6,758 6,758 48.0919 48.0919 325 325 Series H 5,000 5,000 60.0000 60.0000 300 300 Series I 2,120 2,120 125.0000 125.0000 265 265 Series I-1 2,000 — 125.0000 125.0000 — — Total 178,319 167,302 $ 2,822 $ 2,828 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | The following table summarizes the Company’s shares of common stock reserved for future issuance on an as-converted basis: As of As of 2022 2023 (in thousands) Redeemable convertible preferred stock 167,692 — Series A redeemable convertible preferred stock — 5,833 Non-voting common stock warrants 7,431 — Restricted stock units 57,015 30,717 Exchangeable shares outstanding 689 — Stock options outstanding 30,033 19,996 Shares available for future issuance 3,628 42,230 Shares available for issuance under the 2023 Employee Stock Purchase Plan — 7,000 Total 266,488 105,776 |
Schedule of Stock Options Roll Forward | Activity under equity incentive plans are set forth below: Shares Available for Future Grant Number of Options Weighted-Average Exercise Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value (in thousands) (in years) (in millions) As of January 1, 2023 3,628 30,033 $ 7.65 4.16 $ 685 Additional shares reserved 24,800 — Options exercised — (10,033) $ 5.81 Options cancelled and forfeited 4 (4) $ 3.79 Restricted stock units granted (10,127) — Shares withheld related to net share settlement 20,671 — Restricted stock units forfeited 3,091 — Restricted stock cancelled 163 — As of September 30, 2023 42,230 19,996 $ 8.57 3.61 $ 430 Options vested and expected to vest as of September 30, 2023 19,996 $ 8.57 3.61 $ 430 Options exercisable as of September 30, 2023 19,846 $ 8.28 3.58 $ 430 |
Schedule of Nonvested Restricted Stock Shares Activity | The following table summarizes the activity related to the Company’s restricted stock for the nine months ended September 30, 2023: Number of Shares Weighted-Average (in thousands) Unvested and outstanding as of January 1, 2023 828 $ 97.99 Granted — $ — Vested (1) (453) $ 106.44 Forfeited — $ — Unvested and outstanding as of September 30, 2023 375 $ 87.80 ___________ |
Schedule of Nonvested Restricted Stock Units Activity | The following table summarizes the activity related to the Company’s RSUs for the nine months ended September 30, 2023: Number of Shares Weighted-Average (in thousands) Unvested and outstanding as of January 1, 2023 56,969 $ 54.85 Granted 10,127 $ 35.32 Vested (1) (33,288) $ 49.73 Vested and not settled (1,043) $ 36.13 Forfeited (3,091) $ 66.72 Unvested and outstanding as of September 30, 2023 29,674 $ 53.40 ___________ |
Schedule of Conversions of Stock | Number of Shares Weighted-Average (in thousands) Outstanding and vested as of January 1, 2023 689 $ 18.52 Issued — $ — Forfeited (1) $ 18.52 Shares exchanged (688) $ 18.52 Outstanding and vested as of September 30, 2023 — $ — |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | Stock-based compensation expense by line item in the condensed consolidated statements of operations related to stock options, restricted stock, and RSUs, as applicable, is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2023 2022 2023 (in millions) Cost of revenue $ — $ 17 $ — $ 17 Operations and support — 85 — 85 Research and development 3 1,711 10 1,715 Sales and marketing 1 292 3 294 General and administrative 6 500 10 503 Total stock-based compensation expense (1) $ 10 $ 2,605 $ 23 $ 2,614 ___________ (1) The Company recognized $2,581 million of stock-based compensation expense, net of $39 million capitalized related to the development of internal-use software, associated with vested RSUs and certain shares of vested restricted stock as a result of the satisfaction of the liquidity event-based vesting condition upon the effective date of the registration statement on Form S-1 in connection with the Company’s IPO. To meet the related tax withholding requirements for the net settlement, net exercise, and cancellation and repurchase, as applicable, of the vested RSUs, for certain vested stock options, and shares of vested restricted stock, the Company withheld or cancelled, as applicable, 20,810,882 of the 43,052,572 shares underlying such equity awards, resulting in the net issuance of 22,241,690 shares of common stock. Based on an IPO price of $30.00 per share, the Company’s tax withholding obligation was $570 million and was paid during the three months ended September 30, 2023 . |
Net Income (Loss) per Share A_2
Net Income (Loss) per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders: Three Months Ended September 30, Nine Months Ended September 30, 2022 2023 2022 2023 (in millions, except share amounts, which are reflected in thousands, and per share amounts) Numerator: Net income (loss) $ 36 $ (1,999) $ (38) $ (1,757) Less: Undistributed earnings attributable to preferred stockholders (36) — — — Net income (loss) attributable to common stockholders, basic and diluted $ — $ (1,999) $ (38) $ (1,757) Denominator: Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic and diluted 72,010 95,836 71,783 80,180 Net income (loss) per share attributable to common stockholders, basic and diluted $ — $ (20.86) $ (0.52) $ (21.92) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive outstanding securities were excluded from the computation of diluted income (loss) per share attributable to common stockholders because their effect was not dilutive: As of September 30, 2022 2023 (in thousands) Redeemable convertible preferred stock 167,692 — Series A redeemable convertible preferred stock — 5,833 Stock options 30,059 19,996 Restricted stock units — 28,559 Unvested restricted non-voting common stock 399 375 Non-voting common stock warrants 7,431 — Total 205,581 54,763 The following potentially dilutive outstanding securities were excluded from the table above because they are subject to performance-based and / or market-based vesting conditions that were not achieved as of those dates: As of September 30, 2022 2023 (in thousands) Restricted stock units 48,309 2,158 Unvested restricted non-voting common stock 450 — Non-voting common stock warrants 1,858 — Total 50,617 2,158 |
Business (Details)
Business (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 21, 2023 | Sep. 18, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||||
Shares, authorized (in shares) | 2,030,000,000 | |||
Common stock, shares authorized (in dollars per share) | 2,000,000,000 | 2,000,000,000 | 820,509,000 | |
Preferred stock, shares authorized (in shares) | 30,000,000 | 24,167,000 | 0 | |
IPO | ||||
Class of Stock [Line Items] | ||||
Sale of stock, price per share (in dollars per share) | $ 30 | |||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Convertible preferred stock, shares issued upon conversion (in shares) | 167,691,838 | |||
Common Stock | IPO | ||||
Class of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction (in shares) | 14,100,000 | |||
Sale of stock, consideration received on transaction | $ 392 | |||
Series A Redeemable Convertible Preferred Stock | Private Placement | ||||
Class of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction (in shares) | 5,833,333 | |||
Sale of stock, price per share (in dollars per share) | $ 30 | |||
Sale of stock, consideration received on transaction | $ 175 | |||
Non-voting Common Stock | ||||
Class of Stock [Line Items] | ||||
Stock exchanged during period, shares (in shares) | 688,017 |
Significant Accounting Polici_3
Significant Accounting Policies - Narrative (Details) | Sep. 21, 2023 shares |
Common Stock | |
Segment Reporting Information [Line Items] | |
Convertible preferred stock, shares issued upon conversion (in shares) | 167,691,838 |
Revenue - Reconciliation of Rev
Revenue - Reconciliation of Revenue from Segments to Consolidated (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 764 | $ 668 | $ 2,239 | $ 1,794 |
Transaction | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 542 | 482 | 1,611 | 1,281 |
Advertising and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 222 | $ 186 | $ 628 | $ 513 |
Revenue - Revenue from External
Revenue - Revenue from External Customers by Geographic Areas (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 764 | $ 668 | $ 2,239 | $ 1,794 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 737 | 648 | 2,163 | 1,741 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 27 | $ 20 | $ 76 | $ 53 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jul. 31, 2018 USD ($) milestone tranche $ / shares shares | Nov. 30, 2017 milestone $ / shares shares | Sep. 30, 2023 shares | Sep. 30, 2022 $ / shares shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2020 shares | Aug. 22, 2023 shares | |
Disaggregation of Revenue [Line Items] | |||||||||
Contract with customer, liability, revenue recognized | $ | $ 166,000,000 | $ 137,000,000 | |||||||
Class of warrant or right, number of time or performance-based milestones, achievement | milestone | 3 | ||||||||
Shares, issued (in shares) | 464,470 | 464,470 | |||||||
Proceeds from exercise of common stock warrants | $ | $ 0 | $ 34,000,000 | |||||||
Sale of stock, number of time-based milestones, achievement | milestone | 4 | ||||||||
Sale of stock, vested (in shares) | 464,470 | 464,470 | |||||||
Sale of stock, outstanding (in shares) | 0 | ||||||||
Subscription Agreement | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Sale of stock, consideration received on transaction | $ | $ 0 | ||||||||
Non-voting Common Stock | Subscription Agreement | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Sale of stock, number of shares issued in transaction (in shares) | 3,715,760 | ||||||||
Sale of stock, anniversary term 1 | 12 months | ||||||||
Sale of stock, anniversary term 2 | 24 months | ||||||||
Sale of stock, anniversary term 3 | 36 months | ||||||||
Sale of stock, anniversary term 4 | 48 months | ||||||||
Non-voting Common Stock | 12 and 24-month Anniversary | Subscription Agreement | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Sale of stock, vested (in shares) | 1,393,410 | ||||||||
Non-voting Common Stock | 36 and 48-month Anniversary | Subscription Agreement | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Sale of stock, vested (in shares) | 464,470 | ||||||||
November 2017 Retailer Warrants | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 9,289,410 | ||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 18.52 | ||||||||
Class of warrant or right, vested (in shares) | 7,431,530 | 7,431,530 | |||||||
Class of warrant or right, anniversary term | 6 years | ||||||||
Class of warrant or right, outstanding (in shares) | 0 | 0 | 7,431,530 | ||||||
Class of warrant or right, exercisable (in shares) | 7,431,530 | ||||||||
Class of warrant or right, warrants, outstanding, weighted average remaining contractual term | 10 months 17 days | ||||||||
Class of warrant or right, warrants, vested, weighted average remaining contractual term | 10 months 17 days | ||||||||
Class of warrant or right, warrants, vested, intrinsic value | $ | $ 87,000,000 | ||||||||
Class of warrant or right, warrants, outstanding, intrinsic value | $ | $ 87,000,000 | ||||||||
Class of warrant or right, exercised, cancelled or expired (in shares) | 0 | 0 | 0 | 0 | |||||
Shares, issued (in shares) | 2,483,784 | ||||||||
November 2017 Retailer Warrants, Time-based Milestone | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Class of warrant or right, vested (in shares) | 5,573,650 | ||||||||
Class of warrant or right, elapsed duration | 36 months | ||||||||
November 2017 Retailer Warrants, Performance-based Milestone | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Class of warrant or right, vested (in shares) | 1,857,880 | ||||||||
July 2018 Retailer Warrants | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 14,863,040 | ||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ / shares | $ 18.52 | $ 18.52 | $ 18.52 | ||||||
Class of warrant or right, vested (in shares) | 1,857,880 | 1,857,880 | |||||||
Class of warrant or right, outstanding (in shares) | 0 | ||||||||
Class of warrant or right, anniversary term 1 | 12 months | ||||||||
Class of warrant or right, anniversary term 2 | 24 months | ||||||||
Class of warrant or right, exercisable, number of tranches | tranche | 4 | ||||||||
Class of warrant or right, vesting duration thereafter | 6 months | ||||||||
Class of warrant or right, expiration duration | 90 days | ||||||||
Class of warrant or right, anniversary term 3 | 48 months | ||||||||
Class of warrant or right, exercised (in shares) | 1,857,880 | ||||||||
Proceeds from exercise of common stock warrants | $ | $ 34,000,000 | ||||||||
July 2018 Retailer Warrants | 12 and 24-month Anniversary | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Class of warrant or right, vested (in shares) | 3,715,760 | ||||||||
July 2018 Retailer Warrants | Every Six Months Thereafter | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Class of warrant or right, vested (in shares) | 1,857,880 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | $ 1,389 | $ 741 |
Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 1,333 | 504 |
Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 56 | 209 |
Long-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 28 | |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 1,389 | 741 |
Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 1,333 | 504 |
Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 56 | 209 |
Fair Value, Recurring | Long-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 28 | |
Money market funds | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 1,246 | 480 |
Money market funds | Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 1,246 | 480 |
Commercial paper | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 24 | |
Commercial paper | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 60 | |
Commercial paper | Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 24 | |
Commercial paper | Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 60 | |
U.S. government and government agency debt securities | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 87 | |
U.S. government and government agency debt securities | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 53 | 140 |
U.S. government and government agency debt securities | Long-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 26 | |
U.S. government and government agency debt securities | Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 87 | |
U.S. government and government agency debt securities | Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 53 | 140 |
U.S. government and government agency debt securities | Fair Value, Recurring | Long-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 26 | |
Corporate debt securities | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 3 | 9 |
Corporate debt securities | Long-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 2 | |
Corporate debt securities | Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 3 | 9 |
Corporate debt securities | Fair Value, Recurring | Long-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 2 | |
Level 1 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 1,246 | 480 |
Level 1 | Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 1,246 | 480 |
Level 1 | Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 0 | 0 |
Level 1 | Fair Value, Recurring | Long-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 0 | |
Level 1 | Money market funds | Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 1,246 | 480 |
Level 1 | Commercial paper | Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 0 | |
Level 1 | Commercial paper | Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 0 | |
Level 1 | U.S. government and government agency debt securities | Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 0 | |
Level 1 | U.S. government and government agency debt securities | Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 0 | 0 |
Level 1 | U.S. government and government agency debt securities | Fair Value, Recurring | Long-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 0 | |
Level 1 | Corporate debt securities | Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 0 | 0 |
Level 1 | Corporate debt securities | Fair Value, Recurring | Long-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 0 | |
Level 2 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 143 | 261 |
Level 2 | Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 87 | 24 |
Level 2 | Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 56 | 209 |
Level 2 | Fair Value, Recurring | Long-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 28 | |
Level 2 | Money market funds | Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 0 | 0 |
Level 2 | Commercial paper | Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 24 | |
Level 2 | Commercial paper | Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 60 | |
Level 2 | U.S. government and government agency debt securities | Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 87 | |
Level 2 | U.S. government and government agency debt securities | Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 53 | 140 |
Level 2 | U.S. government and government agency debt securities | Fair Value, Recurring | Long-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 26 | |
Level 2 | Corporate debt securities | Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 3 | 9 |
Level 2 | Corporate debt securities | Fair Value, Recurring | Long-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 2 | |
Level 3 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 0 | 0 |
Level 3 | Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 0 | 0 |
Level 3 | Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 0 | 0 |
Level 3 | Fair Value, Recurring | Long-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 0 | |
Level 3 | Money market funds | Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 0 | 0 |
Level 3 | Commercial paper | Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 0 | |
Level 3 | Commercial paper | Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 0 | |
Level 3 | U.S. government and government agency debt securities | Fair Value, Recurring | Cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 0 | |
Level 3 | U.S. government and government agency debt securities | Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 0 | 0 |
Level 3 | U.S. government and government agency debt securities | Fair Value, Recurring | Long-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | 0 | |
Level 3 | Corporate debt securities | Fair Value, Recurring | Short-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | $ 0 | 0 |
Level 3 | Corporate debt securities | Fair Value, Recurring | Long-term marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Aggregate Fair Value | $ 0 |
Investments - Amortized Cost Ve
Investments - Amortized Cost Versus Fair Value (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | $ 1,390 | $ 744 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (1) | (3) |
Total | 1,389 | 741 |
Cash equivalents | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 1,333 | 504 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Total | 1,333 | 504 |
Cash equivalents | Money market funds | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 1,246 | 480 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Total | 1,246 | 480 |
Cash equivalents | Commercial paper | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 24 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Total | 24 | |
Cash equivalents | U.S. government and government agency debt securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 87 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Total | 87 | |
Short-term marketable securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 57 | 211 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (1) | (2) |
Total | 56 | 209 |
Short-term marketable securities | Commercial paper | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 60 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Total | 60 | |
Short-term marketable securities | U.S. government and government agency debt securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 54 | 142 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (1) | (2) |
Total | 53 | 140 |
Short-term marketable securities | Corporate debt securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 3 | 9 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Total | $ 3 | 9 |
Long-term marketable securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 29 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (1) | |
Total | 28 | |
Long-term marketable securities | U.S. government and government agency debt securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 27 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (1) | |
Total | 26 | |
Long-term marketable securities | Corporate debt securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 2 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Total | $ 2 |
Investments - Investments Class
Investments - Investments Classified by Contractual Maturity Date (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-Sale [Line Items] | ||
Debt securities, AFS, continuous unrealized loss position, less than 12 months | $ 0 | $ 134 |
Debt securities, AFS, continuous unrealized loss position, less than 12 months, accumulated loss | 0 | (1) |
Debt securities, AFS, continuous unrealized loss position, 12 months or longer | 45 | 127 |
Debt securities, AFS, continuous unrealized loss position, 12 months or longer, accumulated loss | (1) | (2) |
Debt securities, AFS, unrealized loss position | 45 | 261 |
Debt securities, available-for-sale, unrealized loss position, accumulated loss | (1) | (3) |
Commercial paper | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Debt securities, AFS, continuous unrealized loss position, less than 12 months | 84 | |
Debt securities, AFS, continuous unrealized loss position, less than 12 months, accumulated loss | 0 | |
Debt securities, AFS, continuous unrealized loss position, 12 months or longer | 0 | |
Debt securities, AFS, continuous unrealized loss position, 12 months or longer, accumulated loss | 0 | |
Debt securities, AFS, unrealized loss position | 84 | |
Debt securities, available-for-sale, unrealized loss position, accumulated loss | 0 | |
U.S. government and government agency debt securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Debt securities, AFS, continuous unrealized loss position, less than 12 months | 0 | 48 |
Debt securities, AFS, continuous unrealized loss position, less than 12 months, accumulated loss | 0 | (1) |
Debt securities, AFS, continuous unrealized loss position, 12 months or longer | 43 | 118 |
Debt securities, AFS, continuous unrealized loss position, 12 months or longer, accumulated loss | (1) | (2) |
Debt securities, AFS, unrealized loss position | 43 | 166 |
Debt securities, available-for-sale, unrealized loss position, accumulated loss | (1) | (3) |
Corporate debt securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Debt securities, AFS, continuous unrealized loss position, less than 12 months | 0 | 2 |
Debt securities, AFS, continuous unrealized loss position, less than 12 months, accumulated loss | 0 | 0 |
Debt securities, AFS, continuous unrealized loss position, 12 months or longer | 2 | 9 |
Debt securities, AFS, continuous unrealized loss position, 12 months or longer, accumulated loss | 0 | 0 |
Debt securities, AFS, unrealized loss position | 2 | 11 |
Debt securities, available-for-sale, unrealized loss position, accumulated loss | $ 0 | $ 0 |
Investments - Amortized Cost an
Investments - Amortized Cost and Fair Value by Maturity Dates (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Amortized Cost | ||
Within one year | $ 1,390 | $ 715 |
One year through five years | 0 | 29 |
Total | 1,390 | 744 |
Fair Value | ||
Within one year | 1,389 | 713 |
One year through five years | 0 | 28 |
Total | $ 1,389 | $ 741 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment, Net of Accumulated Depreciation and Amortization (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 154 | $ 75 |
Less: accumulated depreciation and amortization | (46) | (37) |
Property and equipment, net | $ 108 | 38 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Total property and equipment | $ 16 | 15 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Total property and equipment | $ 11 | 13 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 21 | 22 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 2 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 8 years | |
Capitalized internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 106 | $ 25 |
Capitalized internal-use software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 2 years | |
Capitalized internal-use software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 21, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation and amortization expense | $ 33 | $ 23 | |||
Capitalized computer software costs | $ 54 | $ 3 | 81 | 6 | |
Share-based payment arrangement, amount capitalized | $ 39 | 41 | 0 | 41 | 0 |
Property, Plant and Equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation and amortization expense | 5 | 3 | 13 | 9 | |
Capitalized internal-use software | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation and amortization expense | $ 1 | $ 1 | $ 3 | $ 3 |
Property and Equipment, Net - L
Property and Equipment, Net - Long-Lived Assets by Geographic Area (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total long-lived assets, net | $ 141 | $ 79 |
United States | ||
Property, Plant and Equipment [Line Items] | ||
Total long-lived assets, net | 122 | 65 |
Canada | ||
Property, Plant and Equipment [Line Items] | ||
Total long-lived assets, net | 18 | 13 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Total long-lived assets, net | $ 1 | $ 1 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ in Millions | Sep. 02, 2022 | Aug. 31, 2022 |
Business Acquisition [Line Items] | ||
Weighted-Average Useful Life | 5 years | |
Eversight | ||
Business Acquisition [Line Items] | ||
Business acquisition, percentage of voting interests acquired | 100% | |
Payments to acquire businesses, gross | $ 59 | |
Rosie | ||
Business Acquisition [Line Items] | ||
Business acquisition, percentage of voting interests acquired | 100% | |
Payments to acquire businesses, gross | $ 43 | |
Weighted-Average Useful Life | 5 years | |
Business combination, consideration transferred | $ 50 | |
Business combination, contingent consideration, fair value | 7 | |
Business combination, contingent consideration, liability | $ 10 | |
Business acquisition, equity interest issued or issuable, number of shares (in shares) | 223,313 | |
Business combination, consideration transferred, equity interests issued and issuable | $ 9 |
Business Combinations - Fair Va
Business Combinations - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 02, 2022 | Aug. 31, 2022 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 318 | $ 317 | ||
Eversight | ||||
Business Acquisition [Line Items] | ||||
Current assets | $ 7 | |||
Goodwill | 27 | |||
Intangible assets | 35 | |||
Total assets acquired | 69 | |||
Total liabilities assumed | (10) | |||
Net assets acquired | $ 59 | |||
Rosie | ||||
Business Acquisition [Line Items] | ||||
Current assets | $ 4 | |||
Goodwill | 28 | |||
Intangible assets | 21 | |||
Total assets acquired | 53 | |||
Total liabilities assumed | (3) | |||
Net assets acquired | $ 50 |
Business Combinations - Fair _2
Business Combinations - Fair Value of Identified Intangible Assets (Details) - USD ($) $ in Millions | Sep. 02, 2022 | Aug. 31, 2022 |
Business Acquisition [Line Items] | ||
Weighted-Average Useful Life | 5 years | |
Eversight | ||
Business Acquisition [Line Items] | ||
Amount | $ 35 | |
Eversight | Developed technology | ||
Business Acquisition [Line Items] | ||
Amount | $ 21 | |
Weighted-Average Useful Life | 6 years | |
Eversight | Customer relationships | ||
Business Acquisition [Line Items] | ||
Amount | $ 9 | |
Weighted-Average Useful Life | 4 years | |
Eversight | Trademarks | ||
Business Acquisition [Line Items] | ||
Amount | $ 2 | |
Weighted-Average Useful Life | 10 years | |
Eversight | Non-compete | ||
Business Acquisition [Line Items] | ||
Amount | $ 3 | |
Weighted-Average Useful Life | 3 years | |
Rosie | ||
Business Acquisition [Line Items] | ||
Amount | $ 21 | |
Weighted-Average Useful Life | 5 years | |
Rosie | Developed technology | ||
Business Acquisition [Line Items] | ||
Amount | $ 10 | |
Weighted-Average Useful Life | 5 years | |
Rosie | Customer relationships | ||
Business Acquisition [Line Items] | ||
Amount | $ 7 | |
Weighted-Average Useful Life | 4 years | |
Rosie | Trademarks | ||
Business Acquisition [Line Items] | ||
Amount | $ 3 | |
Weighted-Average Useful Life | 10 years | |
Rosie | Non-compete | ||
Business Acquisition [Line Items] | ||
Amount | $ 1 | |
Weighted-Average Useful Life | 3 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Goodwill (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 317 |
Additions related to business acquisitions | 0 |
Effect of foreign currency translation | 0 |
Measurement period adjustments | 1 |
Goodwill, ending balance | $ 318 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Intangible Assets, Net (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 137 | $ 138 |
Accumulated Amortization | (55) | (35) |
Net Carrying Value | 82 | 103 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 91 | 92 |
Accumulated Amortization | (38) | (25) |
Net Carrying Value | $ 53 | $ 67 |
Weighted-Average Remaining Useful Life | 3 years 7 months 6 days | 4 years 1 month 6 days |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 27 | $ 27 |
Accumulated Amortization | (12) | (7) |
Net Carrying Value | $ 15 | $ 20 |
Weighted-Average Remaining Useful Life | 2 years 6 months | 3 years 2 months 12 days |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 11 | $ 11 |
Accumulated Amortization | (3) | (2) |
Net Carrying Value | $ 8 | $ 9 |
Weighted-Average Remaining Useful Life | 5 years 1 month 6 days | 5 years 9 months 18 days |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 8 | $ 8 |
Accumulated Amortization | (2) | (1) |
Net Carrying Value | $ 6 | $ 7 |
Weighted-Average Remaining Useful Life | 6 years | 6 years 3 months 18 days |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization | $ 6 | $ 5 | $ 20 | $ 14 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Future Amortization (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2023 | $ 7 | |
2024 | 26 | |
2025 | 21 | |
2026 | 16 | |
2027 | 7 | |
Thereafter | 5 | |
Net Carrying Value | $ 82 | $ 103 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued losses related to legal matters | $ 60 | $ 164 |
Accrued shopper and merchant liability | 120 | 103 |
Accrued advertising | 35 | 58 |
Accrued compensation and benefits | 38 | 35 |
Income and other taxes | 2 | 17 |
Accrued professional, legal, and contractor services | 40 | 44 |
Sales and indirect tax payable | 33 | 25 |
Other | 84 | 69 |
Total | $ 412 | $ 515 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2023 | Jan. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | |||||||
Lessee, operating lease, renewal term | 5 years | 5 years | |||||
Lessee, operating lease, terminate term | 1 year | 1 year | |||||
Income tax examination, penalties and interest accrued | $ 34 | $ 34 | $ 69 | ||||
Income taxes, potential tax, interest or penalties, increase (decrease) in reserve amount | (23) | $ 2 | (34) | $ (2) | |||
Income taxes, potential tax, closing of sale and use tax examination, increase (decrease) in reserve amount | 18 | 18 | |||||
Payments for legal settlements | $ 32 | $ 46.5 | |||||
Loss contingency, loss in period | 0 | $ 17 | $ 30 | ||||
Loss contingency accrual, period increase (decrease) | (6) | ||||||
Loss contingency accrual | $ 60 | $ 60 | $ 164 | ||||
Minimum | |||||||
Loss Contingencies [Line Items] | |||||||
Lessee, operating lease, term of contract | 1 year | 1 year | |||||
Maximum | |||||||
Loss Contingencies [Line Items] | |||||||
Lessee, operating lease, term of contract | 11 years | 11 years |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 21, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 22, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized (in shares) | 30,000,000 | 24,167,000 | 24,167,000 | 0 | |||
Temporary equity, par or stated value per share (in dollars per share) | $ 0.0001 | ||||||
Volume-weighted average price, measuring period | 10 days | ||||||
Volume-weighted average price consecutive trading days | 10 days | ||||||
Dividends | $ 0 | $ 0 | $ 0 | $ 0 | |||
Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 167,691,838 | ||||||
Series A Redeemable Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Temporary equity, par or stated value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Sale of stock, dividend rate approval threshold | 5% | ||||||
Series A Redeemable Convertible Preferred Stock | Private Placement | |||||||
Class of Stock [Line Items] | |||||||
Sale of stock, number of shares issued in transaction (in shares) | 5,833,333 | ||||||
Sale of stock, price per share (in dollars per share) | $ 30 | ||||||
Sale of stock, consideration received on transaction | $ 175,000,000 | ||||||
Share price | $ 30.65 | ||||||
Sale of Stock, expected term | 7 years | ||||||
Sale of stock, volatility rate | 54% | ||||||
Sale of stock, discount for lack of marketability | 35% |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - Schedule of Convertible Preferred Stock (Details) $ / shares in Units, shares in Thousands, $ in Millions | Dec. 31, 2022 USD ($) $ / shares shares |
Class of Stock [Line Items] | |
Shares Authorized (in shares) | 178,319 |
Shares Issued (in shares) | 167,302 |
Shares Outstanding (in shares) | 167,302 |
Carrying Value, Net of Issuance Costs | $ | $ 2,822 |
Liquidation Value | $ | $ 2,828 |
Series A | |
Class of Stock [Line Items] | |
Shares Authorized (in shares) | 51,250 |
Shares Issued (in shares) | 51,210 |
Shares Outstanding (in shares) | 51,210 |
Per Share Issuance Price (usd per share) | $ / shares | $ 0.2374 |
Conversion Price (usd per share | $ / shares | $ 0.2374 |
Carrying Value, Net of Issuance Costs | $ | $ 11 |
Liquidation Value | $ | $ 12 |
Series B | |
Class of Stock [Line Items] | |
Shares Authorized (in shares) | 16,655 |
Shares Issued (in shares) | 15,115 |
Shares Outstanding (in shares) | 15,115 |
Per Share Issuance Price (usd per share) | $ / shares | $ 2.9793 |
Conversion Price (usd per share | $ / shares | $ 2.9078 |
Carrying Value, Net of Issuance Costs | $ | $ 40 |
Liquidation Value | $ | $ 45 |
Series B-1 | |
Class of Stock [Line Items] | |
Shares Authorized (in shares) | 745 |
Shares Issued (in shares) | 745 |
Shares Outstanding (in shares) | 745 |
Per Share Issuance Price (usd per share) | $ / shares | $ 2.9793 |
Conversion Price (usd per share | $ / shares | $ 2.9078 |
Carrying Value, Net of Issuance Costs | $ | $ 2 |
Liquidation Value | $ | $ 2 |
Series C | |
Class of Stock [Line Items] | |
Shares Authorized (in shares) | 19,236 |
Shares Issued (in shares) | 16,540 |
Shares Outstanding (in shares) | 16,540 |
Per Share Issuance Price (usd per share) | $ / shares | $ 13.3104 |
Conversion Price (usd per share | $ / shares | $ 13.3104 |
Carrying Value, Net of Issuance Costs | $ | $ 220 |
Liquidation Value | $ | $ 220 |
Series D | |
Class of Stock [Line Items] | |
Shares Authorized (in shares) | 26,998 |
Shares Issued (in shares) | 22,302 |
Shares Outstanding (in shares) | 22,302 |
Per Share Issuance Price (usd per share) | $ / shares | $ 18.5201 |
Conversion Price (usd per share | $ / shares | $ 18.5201 |
Carrying Value, Net of Issuance Costs | $ | $ 413 |
Liquidation Value | $ | $ 413 |
Series E | |
Class of Stock [Line Items] | |
Shares Authorized (in shares) | 17,404 |
Shares Issued (in shares) | 17,359 |
Shares Outstanding (in shares) | 17,359 |
Per Share Issuance Price (usd per share) | $ / shares | $ 20.1108 |
Conversion Price (usd per share | $ / shares | $ 20.1108 |
Carrying Value, Net of Issuance Costs | $ | $ 349 |
Liquidation Value | $ | $ 349 |
Series F | |
Class of Stock [Line Items] | |
Shares Authorized (in shares) | 30,153 |
Shares Issued (in shares) | 30,153 |
Shares Outstanding (in shares) | 30,153 |
Per Share Issuance Price (usd per share) | $ / shares | $ 29.7381 |
Conversion Price (usd per share | $ / shares | $ 29.7381 |
Carrying Value, Net of Issuance Costs | $ | $ 897 |
Liquidation Value | $ | $ 897 |
Series G | |
Class of Stock [Line Items] | |
Shares Authorized (in shares) | 6,758 |
Shares Issued (in shares) | 6,758 |
Shares Outstanding (in shares) | 6,758 |
Per Share Issuance Price (usd per share) | $ / shares | $ 48.0919 |
Conversion Price (usd per share | $ / shares | $ 48.0919 |
Carrying Value, Net of Issuance Costs | $ | $ 325 |
Liquidation Value | $ | $ 325 |
Series H | |
Class of Stock [Line Items] | |
Shares Authorized (in shares) | 5,000 |
Shares Issued (in shares) | 5,000 |
Shares Outstanding (in shares) | 5,000 |
Per Share Issuance Price (usd per share) | $ / shares | $ 60 |
Conversion Price (usd per share | $ / shares | $ 60 |
Carrying Value, Net of Issuance Costs | $ | $ 300 |
Liquidation Value | $ | $ 300 |
Series I | |
Class of Stock [Line Items] | |
Shares Authorized (in shares) | 2,120 |
Shares Issued (in shares) | 2,120 |
Shares Outstanding (in shares) | 2,120 |
Per Share Issuance Price (usd per share) | $ / shares | $ 125 |
Conversion Price (usd per share | $ / shares | $ 125 |
Carrying Value, Net of Issuance Costs | $ | $ 265 |
Liquidation Value | $ | $ 265 |
Series I-1 | |
Class of Stock [Line Items] | |
Shares Authorized (in shares) | 2,000 |
Shares Issued (in shares) | 0 |
Shares Outstanding (in shares) | 0 |
Per Share Issuance Price (usd per share) | $ / shares | $ 125 |
Conversion Price (usd per share | $ / shares | $ 125 |
Carrying Value, Net of Issuance Costs | $ | $ 0 |
Liquidation Value | $ | $ 0 |
Stockholders_ Equity (Deficit_2
Stockholders’ Equity (Deficit) - Schedule of Common Stock Reserved for Future Issuance (Details) - shares | Sep. 30, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Common stock, capital shares reserved for future issuance (in shares) | 105,776,000 | 266,488,000 |
Redeemable Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Common stock, capital shares reserved for future issuance (in shares) | 0 | 167,692,000 |
Series A Redeemable Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Common stock, capital shares reserved for future issuance (in shares) | 5,833,000 | 0 |
Non-voting common stock warrants | ||
Class of Stock [Line Items] | ||
Common stock, capital shares reserved for future issuance (in shares) | 0 | 7,431,000 |
Restricted stock units | ||
Class of Stock [Line Items] | ||
Common stock, capital shares reserved for future issuance (in shares) | 30,717,000 | 57,015,000 |
Exchangeable shares outstanding | ||
Class of Stock [Line Items] | ||
Common stock, capital shares reserved for future issuance (in shares) | 0 | 689,000 |
Stock options outstanding | ||
Class of Stock [Line Items] | ||
Common stock, capital shares reserved for future issuance (in shares) | 19,996,000 | 30,033,000 |
Shares available for future issuance | ||
Class of Stock [Line Items] | ||
Common stock, capital shares reserved for future issuance (in shares) | 42,230,000 | 3,628,000 |
Shares available for issuance under the 2023 Employee Stock Purchase Plan | ||
Class of Stock [Line Items] | ||
Common stock, capital shares reserved for future issuance (in shares) | 7,000,000 | 0 |
Stockholders_ Equity (Deficit_3
Stockholders’ Equity (Deficit) -Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 21, 2023 | Aug. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||||||
Dividends | $ 0 | $ 0 | $ 0 | $ 0 | |||
Common stock, shares authorized (in dollars per share) | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 820,509,000 | |||
Share-based compensation arrangement by share-based payment award, options, exercises in period, intrinsic value | $ 244,000,000 | 7,000,000 | |||||
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | $ 4,000,000 | 15,000,000 | |||||
Common stock, capital shares reserved for future issuance (in shares) | 105,776,000 | 105,776,000 | 266,488,000 | ||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ 711,000,000 | $ 711,000,000 | |||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 2 years 1 month 24 days | ||||||
Share-based payment arrangement, amount capitalized | $ 39,000,000 | 41,000,000 | 0 | $ 41,000,000 | 0 | ||
Share-based payment arrangement, expense, tax benefit | $ 247,000,000 | $ 0 | $ 247,000,000 | $ 0 | |||
2023 Plan | |||||||
Class of Stock [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 114,875,120 | ||||||
Percentage of outstanding stock maximum | 5% | ||||||
Stock options | |||||||
Class of Stock [Line Items] | |||||||
Common stock, capital shares reserved for future issuance (in shares) | 19,996,000 | 19,996,000 | 30,033,000 | ||||
Stock options | 2023 Plan | |||||||
Class of Stock [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, maximum shares issued upon exercise | 344,625,360 | ||||||
Shares available for issuance under the 2023 Employee Stock Purchase Plan | |||||||
Class of Stock [Line Items] | |||||||
Percentage of outstanding stock maximum | 1% | ||||||
Common stock, capital shares reserved for future issuance (in shares) | 7,000,000 | 7,000,000 | 0 | ||||
Share-based compensation arrangement by share-based payment award, number of additional shares allowable under the plan (in shares) | 7,000,000 | 7,000,000 |
Stockholders_ Equity (Deficit_4
Stockholders’ Equity (Deficit) - Schedule of Stock Options Roll Forward (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 21, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Shares Available for Future Grant | |||
Shares available for grant, beginning of period (in shares) | 3,628,000 | ||
Additional shares reserved (in shares) | 24,800,000 | ||
Options cancelled and forfeited (in shares) | 4,000 | ||
Shares withheld related to net share settlement (in shares) | 20,671,000 | ||
Restricted stock cancelled (in shares) | 20,810,882 | ||
Shares available for grant, ending of period (in shares) | 42,230,000 | 3,628,000 | |
Number of Options | |||
Options outstanding, beginning of period (in shares) | 30,033,000 | ||
Options exercised (in shares) | (10,033,000) | ||
Options cancelled and forfeited (in shares) | (4,000) | ||
Options outstanding, ending of period (in shares) | 19,996,000 | 30,033,000 | |
Options vested and expected to vest, exercisable (in shares) | 19,996,000 | ||
Options exercisable (in shares) | 19,846,000 | ||
Weighted-Average Exercise Price | |||
Options outstanding, weighted average exercise price (in dollars per share) | $ 8.57 | $ 7.65 | |
Options exercised, weighted average exercise price (in dollars per share) | 5.81 | ||
Options cancelled and forfeited, weighted average exercise price (in dollars per share) | 3.79 | ||
Options vested and expected to vest, exercisable, weighted average exercise price (in dollars per share) | 8.57 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $ 8.28 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract] | |||
Options, outstanding, weighted average remaining contractual term | 3 years 7 months 9 days | 4 years 1 month 28 days | |
Options vested and expected to vest, exercisable, weighted average remaining contractual term | 3 years 7 months 9 days | ||
Options exercisable, weighted average remaining contractual term | 3 years 6 months 29 days | ||
Options, outstanding, intrinsic value | $ 430 | $ 685 | |
Options vested and expected to vest, exercisable, aggregate intrinsic value | 430 | ||
Options exercisable, intrinsic value | $ 430 | ||
Restricted stock units | |||
Shares Available for Future Grant | |||
Restricted stock units granted (in shares) | (10,127,000) | ||
Restricted stock units forfeited (in shares) | 3,091,000 | ||
Restricted stock cancelled (in shares) | 15,630,394 | ||
Restricted Stock | |||
Shares Available for Future Grant | |||
Restricted stock units granted (in shares) | 0 | ||
Restricted stock cancelled (in shares) | 162,886 |
Stockholders_ Equity (Deficit_5
Stockholders’ Equity (Deficit) - Schedule of Nonvested Restricted Stock Shares Activity (Details) - $ / shares | 9 Months Ended | |
Sep. 21, 2023 | Sep. 30, 2023 | |
Weighted-Average Grant-Date Fair Value per Share | ||
Non-voting common stock withheld for tax obligation and net settlement (in shares) | 20,810,882 | |
Restricted Stock | ||
Number of Shares | ||
Unvested and outstanding, beginning of period (in shares) | 828,000 | |
Granted (in shares) | 0 | |
Vested (in shares) | (453,000) | |
Options forfeited (in shares) | 0 | |
Unvested and outstanding, ending of period (in shares) | 375,000 | |
Weighted-Average Grant-Date Fair Value per Share | ||
Unvested and outstanding, beginning of period, weighted average exercise price (in dollars per share) | $ 97.99 | |
Granted, weighted average exercise price (in dollars per share) | 0 | |
Vested, weighted average exercise price (in dollars per share) | 106.44 | |
Forfeited, weighted average exercise price (in dollars per share) | 0 | |
Unvested and outstanding, ending of period, weighted average exercise price (in dollars per share) | $ 87.80 | |
Non-voting common stock withheld for tax obligation and net settlement (in shares) | 162,886 |
Stockholders_ Equity (Deficit_6
Stockholders’ Equity (Deficit) - Schedule of Nonvested Restricted Stock Units Activity (Details) - $ / shares | 9 Months Ended | |
Sep. 21, 2023 | Sep. 30, 2023 | |
Weighted-Average Grant-Date Fair Value per Share | ||
Non-voting common stock withheld for tax obligation and net settlement (in shares) | 20,810,882 | |
Restricted stock units | ||
Number of Shares | ||
Unvested and outstanding, beginning of period (in shares) | 56,969,000 | |
Granted (in shares) | 10,127,000 | |
Vested (in shares) | (33,288,000) | |
Vested and not settled (in shares) | (1,043,000) | |
Forfeited (in shares) | (3,091,000) | |
Unvested and outstanding, ending of period (in shares) | 29,674,000 | |
Weighted-Average Grant-Date Fair Value per Share | ||
Unvested and outstanding, beginning of period, weighted average exercise price (in dollars per share) | $ 54.85 | |
Granted, weighted average exercise price (in dollars per share) | 35.32 | |
Vested, weighted average exercise price (in dollars per share) | 49.73 | |
Vested and not settled, weighted average exercise price (in dollars per share) | 36.13 | |
Forfeited, weighted average exercise price (in dollars per share) | 66.72 | |
Unvested and outstanding, ending of period, weighted average exercise price (in dollars per share) | $ 53.40 | |
Non-voting common stock withheld for tax obligation and net settlement (in shares) | 15,630,394 |
Stockholders_ Equity (Deficit_7
Stockholders’ Equity (Deficit) - Schedule of Conversions of Stock (Details) - Exchangeable Shares shares in Thousands | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Number of Shares | |
Outstanding and vested, beginning of period (in shares) | shares | 689 |
Issued (in shares) | shares | 0 |
Forfeited (in shares) | shares | (1) |
Shares exchanged (in shares) | shares | (688) |
Outstanding and vested, ending of period (in shares) | shares | 0 |
Weighted-Average Grant-Date Fair Value per Share | |
Outstanding and vested, beginning of period, weighted average exercise price (in dollars per share) | $ / shares | $ 18.52 |
Issued, weighted average exercise price (in dollars per share) | $ / shares | 0 |
Forfeited, weighted average exercise price (in dollars per share) | $ / shares | 18.52 |
Shares exchanged, weighted average exercise price (in dollars per share) | $ / shares | 18.52 |
Outstanding and vested, ending of period, weighted average exercise price (in dollars per share) | $ / shares | $ 0 |
Stockholders_ Equity (Deficit_8
Stockholders’ Equity (Deficit) - Share-Based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 21, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Total stock-based compensation expense | $ 2,581 | $ 2,605 | $ 10 | $ 2,614 | $ 23 |
Share-based payment arrangement, amount capitalized | $ 39 | 41 | 0 | $ 41 | 0 |
Non-voting common stock withheld for tax obligation and net settlement (in shares) | 20,810,882 | ||||
Options (in shares) | 43,052,572 | ||||
Shares issued in period (in shares) | 22,241,690 | ||||
Taxes paid related to net share settlement of equity awards | 570 | $ 570 | 0 | ||
IPO | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Sale of stock, price per share (in dollars per share) | $ 30 | ||||
Cost of revenue | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Total stock-based compensation expense | 17 | 0 | 17 | 0 | |
Operations and support | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Total stock-based compensation expense | 85 | 0 | 85 | 0 | |
Research and development | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Total stock-based compensation expense | 1,711 | 3 | 1,715 | 10 | |
Sales and marketing | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Total stock-based compensation expense | 292 | 1 | 294 | 3 | |
General and administrative | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Total stock-based compensation expense | $ 500 | $ 6 | $ 503 | $ 10 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate reconciliation, percent | 18% | (8.90%) | 17.60% | 5.20% |
Net Income (Loss) per Share A_3
Net Income (Loss) per Share Attributable to Common Stockholders - Computation of Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||||||
Net income (loss) | $ (1,999) | $ 114 | $ 128 | $ 36 | $ 8 | $ (82) | $ (1,757) | $ (38) |
Undistributed earnings attributable to preferred stockholders | 0 | (36) | 0 | 0 | ||||
Net income (loss) attributable to common stockholders, basic | (1,999) | 0 | (1,757) | (38) | ||||
Net income (loss) attributable to common stockholders, diluted | $ (1,999) | $ 0 | $ (1,757) | $ (38) | ||||
Denominator: | ||||||||
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic (in shares) | 95,836 | 72,010 | 80,180 | 71,783 | ||||
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, diluted (in shares) | 95,836 | 72,010 | 80,180 | 71,783 | ||||
Net income (loss) per share attributable to common stockholders, diluted (in dollars per share) | $ (20.86) | $ 0 | $ (21.92) | $ (0.52) | ||||
Net income (loss) per share attributable to common stockholders, basic (in dollars per share) | $ (20.86) | $ 0 | $ (21.92) | $ (0.52) |
Net Income (Loss) per Share A_4
Net Income (Loss) per Share Attributable to Common Stockholders - Anti-dilutive (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation | 54,763 | 205,581 |
Performance And Or Market-Based Conditions | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation | 2,158 | 50,617 |
Redeemable Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation | 0 | 167,692 |
Series A Redeemable Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation | 5,833 | 0 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation | 19,996 | 30,059 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation | 28,559 | 0 |
Restricted stock units | Performance And Or Market-Based Conditions | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation | 2,158 | 48,309 |
Unvested restricted non-voting common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation | 375 | 399 |
Unvested restricted non-voting common stock | Performance And Or Market-Based Conditions | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation | 0 | 450 |
Non-voting common stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation | 0 | 7,431 |
Non-voting common stock warrants | Performance And Or Market-Based Conditions | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation | 0 | 1,858 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Operating expenses | $ 3,018,000 | $ 452,000 | $ 3,858,000 | $ 1,294,000 | |
Prepaid expenses and other current assets | 91,000 | 91,000 | $ 109,000 | ||
Accounts payable | 57,000 | 57,000 | 88,000 | ||
Related Party | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction, amounts of transaction | 0 | 0 | 0 | 37,000 | |
Operating expenses | 7,000 | $ 6,000 | 18,000 | $ 22,000 | |
Prepaid expenses and other current assets | 5,000 | 5,000 | 23,000 | ||
Accounts payable | $ 0 | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Nov. 08, 2023 USD ($) |
Subsequent Event | |
Subsequent Event [Line Items] | |
Stock repurchase program, authorized amount | $ 500 |