DIGITALOCEAN HOLDINGS, INC., 10-K filed on 2/25/2022
Annual Report
v3.22.0.1
Cover Page - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Feb. 15, 2022
Jun. 30, 2021
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2021    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
Entity File Number 001-40252    
Entity Registrant Name DigitalOcean Holdings, Inc.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 45-5207470    
Entity Address, Address Line One 101 6th Avenue    
Entity Address, City or Town New York    
Entity Address, State or Province NY    
Entity Address, Postal Zip Code 10013    
City Area Code 646    
Local Phone Number 827-4366    
Title of 12(b) Security Common stock, par value $0.000025 per share    
Trading Symbol DOCN    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company true    
Entity Ex Transition Period false    
ICFR Auditor Attestation Flag false    
Entity Shell Company false    
Entity Public Float     $ 2,820
Entity Common Stock, Shares Outstanding   107,613,252  
Documents Incorporated by Reference Portions of the registrant’s Proxy Statement for its 2022 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2021.    
Entity Central Index Key 0001582961    
Amendment Flag false    
Document Fiscal Year Focus 2021    
Document Fiscal Period Focus FY    
v3.22.0.1
Audit Information
 12 Months Ended
Dec. 31, 2021
Audit Information [Abstract]  
Auditor Firm ID 42
Auditor Name Ernst & Young LLP
Auditor Location New York, New York
v3.22.0.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Current assets:    
Cash and cash equivalents $ 1,713,387 $ 100,311
Accounts receivable, less allowance for doubtful accounts of $4,212 and $3,104, respectively 39,619 28,098
Prepaid expenses and other current assets 17,050 19,544
Total current assets 1,770,056 147,953
Noncurrent assets:    
Property and equipment, net 249,643 238,956
Restricted cash 2,038 2,226
Goodwill 32,170 2,674
Intangible assets, net 42,915 34,649
Deferred tax assets 88 82
Other assets 4,085 3,712
Total assets 2,100,995 430,252
Current liabilities:    
Accounts payable 12,657 12,433
Accrued other expenses 31,907 27,025
Deferred revenue 4,826 4,873
Current portion of long-term debt 0 17,468
Other current liabilities 8,849 22,986
Total current liabilities 58,239 84,785
Noncurrent liabilities:    
Deferred tax liabilities 421 211
Long-term debt 1,462,676 242,215
Other long-term liabilities 1,462 2,061
Total liabilities 1,522,798 329,272
Commitments and Contingencies (Note 8)
Convertible preferred stock 0 173,074
Preferred stock ($0.000025 par value per share; 10,000,000 and 0 shares authorized; 0 shares issued and outstanding as of December 31, 2021 and 2020, respectively) 0 0
Common stock ($0.000025 par value per share; 750,000,000 and 111,400,000 shares authorized; 109,175,863 and 45,299,339 issued; and 107,207,635 and 43,331,111 outstanding as of December 31, 2021 and 2020, respectively) 2 1
Treasury stock, at cost (1,968,228 shares at December 31, 2021 and 2020) (4,598) (4,598)
Additional paid-in capital 769,705 99,783
Accumulated other comprehensive loss (374) (245)
Accumulated deficit (186,538) (167,035)
Total stockholders’ equity (deficit) 578,197 (72,094)
Total liabilities, convertible preferred stock and stockholders’ equity (deficit) $ 2,100,995 $ 430,252
v3.22.0.1
Consolidated Statements of Operations - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Statement [Abstract]      
Revenue $ 428,561 $ 318,380 $ 254,823
Cost of revenue 170,595 145,532 122,259
Gross profit 257,966 172,848 132,564
Operating expenses:      
Research and development 115,684 74,970 59,973
Sales and marketing 50,878 33,472 31,340
General and administrative 102,590 80,197 71,156
Total operating expenses 269,152 188,639 162,469
Loss from operations (11,186) (15,791) (29,905)
Other (income) expense:      
Interest expense 3,744 13,610 9,356
Loss on extinguishment of debt 3,435 259 0
Other (income) expense, net (164) 12,997 336
Other (income) expense 7,015 26,866 9,692
Loss before income taxes (18,201) (42,657) (39,597)
Income tax expense 1,302 911 793
Net loss attributable to common stockholders $ (19,503) $ (43,568) $ (40,390)
Net loss per share attributable to common stockholders, basic (in dollars per share) $ (0.21) $ (1.05) $ (1.06)
Net loss per share attributable to common stockholders, diluted (in dollars per share) $ (0.21) $ (1.05) $ (1.06)
Weighted-average shares used to compute net loss per share, basic (in shares) 93,224,000 41,658,000 38,004,000
Weighted average shares used to compute net loss per share, diluted (in shares) 93,224,000 41,658,000 38,004,000
v3.22.0.1
Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Statement of Other Comprehensive Income [Abstract]      
Net loss attributable to common stockholders $ (19,503) $ (43,568) $ (40,390)
Other comprehensive loss:      
Foreign currency translation adjustments, net of taxes (129) (133) (59)
Comprehensive loss $ (19,632) $ (43,701) $ (40,449)
v3.22.0.1
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($)
$ in Thousands
Total
IPO
Common Stock
Common Stock
IPO
Treasury Stock
Additional Paid-In Capital
Additional Paid-In Capital
IPO
Accumulated Other Comprehen-sive Loss
Accumulated Deficit
Convertible preferred stock outstanding at beginning of period (in shares) at Dec. 31, 2018 40,750,324                
Convertible preferred stock outstanding at beginning of period at Dec. 31, 2018 $ 123,264                
Convertible preferred stock outstanding at end of period (in shares) at Dec. 31, 2019 40,750,324                
Convertible preferred stock outstanding at end of period at Dec. 31, 2019 $ 123,264                
Total stockholders’ equity (deficit) at beginning of period (in shares) at Dec. 31, 2018     37,958,143   (1,968,228)        
Total stockholders’ equity (deficit) at beginning of period at Dec. 31, 2018 (56,864)   $ 1   $ (4,598) $ 30,863   $ (53) $ (83,077)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Issuance of common stock under stock option plan (in shares)     3,137,706            
Issuance of common stock under stock option plan 5,819         5,819      
Stock-based compensation 19,214         19,214      
Other comprehensive loss (59)             (59)  
Net loss attributable to common stockholders (40,390)               (40,390)
Total stockholders’ equity (deficit) at the end of the period (in shares) at Dec. 31, 2019     41,095,849   (1,968,228)        
Total stockholders’ equity (deficit) at end of period at Dec. 31, 2019 $ (72,280)   $ 1   $ (4,598) 55,896   (112) (123,467)
Increase (Decrease) in Temporary Equity [Roll Forward]                  
Issuance of convertible preferred stock (in shares) 4,721,905                
Issuance of convertible preferred stock $ 49,810                
Convertible preferred stock outstanding at end of period (in shares) at Dec. 31, 2020 45,472,229                
Convertible preferred stock outstanding at end of period at Dec. 31, 2020 $ 173,074                
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Issuance of common stock under stock option plan (in shares)     4,203,490            
Issuance of common stock under stock option plan 13,905         13,905      
Stock-based compensation 29,982         29,982      
Other comprehensive loss (133)             (133)  
Net loss attributable to common stockholders (43,568)               (43,568)
Total stockholders’ equity (deficit) at the end of the period (in shares) at Dec. 31, 2020     45,299,339   (1,968,228)        
Total stockholders’ equity (deficit) at end of period at Dec. 31, 2020 $ (72,094)   $ 1   $ (4,598) 99,783   (245) (167,035)
Increase (Decrease) in Temporary Equity [Roll Forward]                  
Conversion of convertible preferred stock to common stock in connection with initial public offering (in shares) (45,472,229)                
Conversion of convertible preferred stock to common stock in connection with initial public offering $ (173,074)                
Convertible preferred stock outstanding at end of period (in shares) at Dec. 31, 2021 0                
Convertible preferred stock outstanding at end of period at Dec. 31, 2021 $ 0                
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Issuance of common stock in connection with initial public offering, net of underwriting discounts and issuance costs (in shares)       16,500,000          
Issuance of common stock in connection with initial public offering, net of underwriting discounts and issuance costs   $ 722,981   $ 1     $ 722,980    
Issuance of common stock under stock option plan (in shares)     3,793,386            
Issuance of common stock under stock option plan 15,502         15,502      
Issuance of common stock under employee stock purchase plan, net of taxes withheld (ins hares)     117,996            
Issuance of common stock under equity incentive plan, net of taxes withheld 4,401         4,401      
Issuance of common stock for acquisition (in shares)     636,994            
Issuance of common stock for acquisition 27,566         27,566      
Exercise of common stock warrants (in shares)     296,848            
Conversion of redeemable preferred stock warrants to common stock warrants 13,906         13,906      
Conversion of convertible preferred stock to common stock in connection with initial public offering (in shares)       45,472,229          
Conversion of convertible preferred stock to common stock in connection with initial public offering   $ 173,074         $ 173,074    
Repurchase and retirement of common stock (in shares)     (2,940,929)            
Repurchase and retirement of common stock (350,000)         (350,000)      
Stock-based compensation 62,493         62,493      
Other comprehensive loss (129)             (129)  
Net loss attributable to common stockholders (19,503)               (19,503)
Total stockholders’ equity (deficit) at the end of the period (in shares) at Dec. 31, 2021     109,175,863   (1,968,228)        
Total stockholders’ equity (deficit) at end of period at Dec. 31, 2021 $ 578,197   $ 2   $ (4,598) $ 769,705   $ (374) $ (186,538)
v3.22.0.1
Consolidated Statements of Cash Flows - USD ($)
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Operating activities      
Net loss attributable to common stockholders $ (19,503,000) $ (43,568,000) $ (40,390,000)
Adjustments to reconcile net loss to net cash provided by operating activities:      
Depreciation and amortization 88,372,000 75,574,000 63,081,000
Stock-based compensation 61,577,000 29,456,000 18,646,000
Bad debt expense 9,207,000 11,089,000 10,074,000
Loss on extinguishment of debt 3,435,000 259,000 0
Release of VAT reserve (3,188,000) 0 0
Non-cash interest expense 1,357,000 1,107,000 418,000
Loss on impairment 285,000 1,222,000 546,000
Revaluation of warrants (556,000) 12,825,000 411,000
Other 121,000 (316,000) 427,000
Changes in operating assets and liabilities, net of acquisition:      
Accounts receivable (20,727,000) (17,141,000) (14,413,000)
Prepaid expenses and other current assets 1,130,000 (13,328,000) (2,839,000)
Accounts payable and accrued expenses 9,325,000 2,369,000 3,954,000
Deferred revenue (46,000) 567,000 795,000
Other assets and liabilities 2,325,000 (2,000,000) (808,000)
Net cash provided by operating activities 133,114,000 58,115,000 39,902,000
Investing activities      
Capital expenditures - property and equipment (97,072,000) (98,217,000) (53,504,000)
Capital expenditures - internal-use software development (6,391,000) (12,328,000) (16,940,000)
Purchase of intangible assets (5,636,000) (5,118,000) (14,055,000)
Cash paid for acquisition of businesses, net of cash acquired (5,000,000) 0 (2,928,000)
Proceeds from sale of equipment 494,000 173,000 44,000
Net cash used in investing activities (113,605,000) (115,490,000) (87,383,000)
Financing activities      
Proceeds from issuance of convertible notes, net of issuance costs 1,462,195,000 0 0
Repayment of capital leases 0 (3,801,000) (888,000)
Repayment of notes payable (33,214,000) (14,080,000) (22,841,000)
Proceeds from third-party secured financings 0 7,795,000 11,495,000
Repayment of term loan (166,813,000) (73,500,000) (3,281,000)
Proceeds from issuance of term loan, net of issuance costs 0 168,531,000 0
Repayment of borrowings under revolving credit facility (63,200,000) (84,500,000) 0
Proceeds from borrowings under revolving credit facility, net of issuance costs 0 61,394,000 59,500,000
Proceeds related to the issuance of common stock under equity incentive plan 18,369,000 13,905,000 5,819,000
Proceeds from the issuance of common stock under employee stock purchase plan 4,970,000 0 0
Employee payroll taxes paid related to net settlement of equity awards (3,187,000) 0 0
Proceeds from initial public offering, net of underwriting discounts and commissions and other offering costs 724,384,000 (1,403,000) 0
Proceeds from the issuance of convertible preferred stock, net of issuance costs 0 49,810,000 0
Repurchase and retirement of common stock (350,000,000) 0 0
Repayment of seller’s note (125,000) (125,000) 0
Net cash provided by financing activities 1,593,379,000 124,026,000 49,804,000
Increase in cash, cash equivalents and restricted cash 1,612,888,000 66,651,000 2,323,000
Cash, cash equivalents and restricted cash - beginning of period 102,537,000 35,886,000 33,563,000
Cash, cash equivalents and restricted cash - end of period 1,715,425,000 102,537,000 35,886,000
Supplemental disclosures of cash flow information:      
Cash paid for interest 2,344,000 12,398,000 8,829,000
Cash paid for taxes (net of refunds) 921,000 605,000 306,000
Non-cash investing and financing activities:      
Capitalized stock-based compensation 916,000 526,000 567,000
Property and equipment received but not yet paid, included in Accounts payable and Accrued other expenses 12,968,000 17,928,000 23,622,000
Seller financed equipment purchases 0 3,927,000 10,722,000
Issuance of common stock for acquisition 27,566,000 0 0
Debt issuance costs included in accounts payable and accrued liabilities $ 400,000 $ 0 $ 0
v3.22.0.1
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Statement of Financial Position [Abstract]    
Allowance for doubtful accounts $ 4,212 $ 3,104
Preferred stock, par value (in usd per share) $ 0.000025 $ 0.000025
Preferred stock, shares authorized (in shares) 10,000,000 0
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.000025 $ 0.000025
Common stock, shares authorized (in shares) 750,000,000 111,400,000
Common stock, shares issued (in shares) 109,175,863 45,299,339
Common stock, shares outstanding (in shares) 107,207,635 43,331,111
Treasury stock, shares (in shares) 1,968,228 1,968,228
v3.22.0.1
Nature of the Business and Organization
 12 Months Ended
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of the Business and Organization Nature of the Business and Organization
DigitalOcean Holdings, Inc. and its subsidiaries (collectively, the “Company”, “we”, “our”, “us”) is a leading cloud computing platform offering on-demand infrastructure and platform tools for developers, start-ups and small-to-medium size businesses. The Company was founded with the guiding principle that the transformative benefits of the cloud should be easy to leverage, broadly accessible, reliable and affordable. The Company’s platform simplifies cloud computing, enabling its customers to rapidly accelerate innovation and increase their productivity and agility. The Company offers mission-critical infrastructure solutions across compute, storage and networking, and also enables developers to extend the native capabilities of the Company’s cloud with fully managed application, container and database offerings.
The Company has adopted a holding company structure and the primary operations are performed globally through our wholly-owned operating subsidiaries.
Initial Public Offering
On March 26, 2021, the Company completed its initial public offering (“IPO”), in which the Company issued and sold 16,500,000 shares of its common stock at a public offering price of $47.00 per share, which resulted in net proceeds of $722,981 after deducting the underwriting discounts and commissions and offering expenses payable by the Company. In connection with the IPO, all shares of the convertible preferred stock then outstanding automatically converted into 45,472,229 shares of common stock, and the redeemable convertible preferred stock warrants automatically converted into common stock warrants.
Prior to the IPO, deferred offering costs, which consist of direct incremental legal, accounting, and consulting fees relating to the IPO, were capitalized in Prepaid expenses and other current assets in the consolidated balance sheets. Upon the consummation of the IPO, $1,403 of net deferred offering costs were reclassified into stockholders’ equity as an offset against the IPO proceeds.
v3.22.0.1
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include accounts of the Company and all wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the consolidated financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of December 31, 2021, results of operations for the years ended December 31, 2021, 2020 and 2019, cash flows for the years ended December 31, 2021, 2020 and 2019, and stockholders' equity for the years ended December 31, 2021, 2020 and 2019.
The consolidated financial statements include the accounts of DigitalOcean Holdings, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Reclassifications
Certain prior year amounts have been reclassified and revised to conform to the current year presentation.
Use of Estimates
The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make, on an ongoing basis, estimates, judgments and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Such estimates include, but are not limited to, those related to revenue recognition, accounts receivable and related reserves, useful lives and realizability of long lived assets, capitalized internal-use software development costs, accounting for stock-based compensation, valuation allowances against deferred tax assets, and the fair value and useful lives of tangible and intangible assets acquired and liabilities assumed resulting from business combinations. Management bases its estimates on historical experience and on various other assumptions which management believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933 (as amended, the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult because of the potential differences in accounting standards used.
Cash and Cash Equivalents
Cash and cash equivalents consist of highly liquid investments in money market funds, commercial paper and certificates of deposit, with original maturities from the date of purchase of three months or less. The carrying amounts of cash and cash equivalents approximate fair value because of the short-term maturity and highly liquid nature of these instruments. As of December 31, 2021, the Company held $620,000 in short term investments, maturing monthly for the next three months, with yields ranging from 0.10% to 0.22%. No such investments were held as of December 31, 2020 or 2019.
Foreign Currency
The reporting currency of the Company is the United States dollar (“USD”). The functional currency of the Company is USD, and the functional currency of the Company’s subsidiaries is the local currency of the jurisdiction in which the foreign subsidiary is located. The assets and liabilities of the Company’s subsidiaries are translated to USD at exchange rates in effect at the balance sheet date. All income statement accounts are translated at monthly average exchange rates. Resulting foreign currency translation adjustments are recorded directly in Accumulated other comprehensive (loss) income.
Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in Other (income) expense, net on the Consolidated Statements of Operations when realized.
Restricted Cash
Restricted cash includes deposits in financial institutions related to letters of credit used to secure lease agreements. The following table reconciles cash, cash equivalents and restricted cash per the Consolidated Statements of Cash Flows:
December 31,
20212020
Cash and cash equivalents$1,713,387 $100,311 
Restricted cash2,038 2,226 
Total cash, cash equivalents and restricted cash$1,715,425 $102,537 
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable primarily represents revenue recognized that was not invoiced at the balance sheet date and is primarily billed and collected in the following month. Trade accounts receivable are carried at the original invoiced amount less an estimated allowance for doubtful accounts based on the probability of future collection. Management determines the adequacy of the allowance based on historical loss patterns, the number of days that customer invoices are past due and an evaluation of the potential risk of loss associated with specific accounts. When management becomes aware of circumstances that may further decrease the likelihood of collection, it records a specific allowance against amounts due,
which reduces the receivable to the amount that management reasonably believes will be collected. The Company records changes in the estimate to the allowance for doubtful accounts through bad debt expense and reverses the allowance after the potential for recovery is considered remote.
The following table presents the changes in our allowance for doubtful accounts for the period presented:
December 31,
20212020
Balance as of December 31, 2020$3,104 $5,300 
Bad debt expense, net of recoveries9,207 11,089 
Write-offs(8,099)(13,285)
Balance as of December 31, 2021$4,212 $3,104 
Fair Value of Financial Instruments
The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers the principal or most advantageous market in which to transact and the market-based risk. The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued expenses due to their short-term nature. The carrying amount of the Company’s debt is classified as Level 2 due to limited trading activity of the 0% Convertible Senior Notes due December 1, 2026 and approximates fair value.
Property and Equipment
Property and equipment is stated at cost, net of accumulated depreciation. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets and is included in depreciation and amortization expense in the Consolidated Statements of Operations. The estimated useful lives of property and equipment are as follows:
Property and Equipment CategoryUseful Life
Computers and equipment5 years
Furniture and fixtures5 years
Leasehold improvementsLesser of lease term or remaining useful life
Internal-use software3 years
The Company periodically reviews the estimated useful lives of property and equipment.
Capitalization of Internal-Use Software Development Costs
Capitalization of costs incurred in connection with software developed for internal-use commences when both the preliminary project stage is completed and management has authorized further funding for the project, based on a determination that it is probable the project will be completed and used to perform the function intended. Capitalized costs include external consulting fees, payroll and payroll-related costs, and stock-based compensation for employees on development teams who are directly associated with, and who devote time to, internal-use software projects during the application development stage. Capitalization of such costs ceases no later than the point at which the project is substantially complete and ready for its intended use. Costs incurred during the planning, training, and post-implementation stages of the software development lifecycle are expensed as incurred and have been included in Research and development expense on the Consolidated Statements of Operations.
Impairment of Long-Lived Assets
Long-lived assets, including property and equipment and intangible assets with definite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. Impairment losses are then measured by comparing the fair value of assets to their carrying amounts.
Business Combinations
The Company recognizes assets acquired, liabilities assumed, and any contingent consideration related to business combinations based on estimates of their respective fair values on the date of acquisition. The purchase price is allocated to the identifiable net assets acquired, including intangible assets and liabilities assumed, based on estimated fair values at the date of acquisition. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. Unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions, estimates, or actual results. All subsequent changes to the estimated fair values of the acquired assets and liabilities assumed that occur within the measurement period and are based on facts and circumstances that existed at the acquisition date are recognized as an adjustment to goodwill.
Determining the fair value of assets acquired and liabilities assumed requires significant judgment, including the selection of valuation methodologies, estimates of future revenue and cash flows and discount rates in determining the fair value of intangible assets acquired and liabilities assumed. The assets purchased and liabilities assumed have been reflected on the Company’s Consolidated Balance Sheets, and the results are included on the Consolidated Statements of Operations and Consolidated Statements of Cash Flows from the date of acquisition.
Acquisition-related transaction costs, including legal and accounting fees and other external costs directly related to the acquisition, are recognized separately from the acquisition and expensed as incurred in General and administrative on the Consolidated Statements of Operations.
Goodwill and Indefinite-Lived Intangible Assets
Goodwill is an asset representing the future economic benefit arising from other assets acquired in a business combination which are not individually identified and separately recognized. The Company does not amortize goodwill. Goodwill has resulted from the acquisition of Nanobox, Inc. (“Nanobox”) on April 4, 2019 and Nimbella Corp. (“Nimbella”) on September 1, 2021 as discussed in Note 3. Goodwill is reviewed for impairment on an annual basis as of October 1st of each year, or more frequently if a triggering event occurs. Goodwill was $32,170 and $2,674 as of December 31, 2021 and 2020, respectively, and reflects the excess of cost over fair market value of the identifiable assets of the company acquired. The increase of $29,496 for the year ended December 31, 2021 is attributable to the acquisition of Nimbella.
Indefinite-lived intangible assets consist of Internet Protocol (“IP”) addresses needed for customers to host their server online. The Company evaluates these indefinite-lived intangible assets for impairment on an annual basis as of October 1st of each year and whenever events or changes in circumstances indicate that an impairment may exist. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds these estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the assets exceeds the fair value of the asset or asset group, based on discounted cash flows. No impairment charges for goodwill and indefinite-lived intangible assets have been recorded during the years ended December 31, 2021 and 2020. Intangible assets with indefinite lives were $39,906 and $34,270 as of December 31, 2021 and 2020, respectively, and are included as Intangible assets on the Consolidated Balance Sheets.
Intangible Assets
Intangible assets with definite lives consist of acquired developed technology. Intangible assets with definite lives are stated at cost less accumulated amortization and are amortized on a basis consistent with the timing and pattern of expected cash flows used to value the intangible, generally on a straight-line basis over the useful life of three years. Intangible assets with definite lives were $3,009 and $379 as of December 31, 2021 and 2020, respectively, and are included as Intangible assets on the Consolidated Balance Sheets.
Redeemable Convertible Preferred Stock Warrant Liability
The Company accounted for freestanding warrants to purchase shares of their convertible preferred stock in Other current liabilities on the Consolidated Balance Sheets. The redeemable convertible preferred stock warrants (the “warrants”) were recorded as a liability as the underlying shares of convertible preferred stock were contingently redeemable, which was outside of the control of the Company. The warrants were recorded at fair value using the Black-Scholes option-pricing model upon issuance and subject to remeasurement to fair value at each balance sheet date, with any change in fair value recognized as a separate line item on the Consolidated Statements of Operations.
Immediately prior to the IPO, all shares of the convertible preferred stock then outstanding automatically converted into shares of common stock, and the redeemable convertible preferred stock warrants automatically converted into
common stock warrants. Therefore, as the warrants no longer permitted the holder to purchase redeemable shares of preferred stock, the warrant liability was remeasured and reclassified to Additional paid-in capital. The common stock warrants were fully exercised during the year ended December 31, 2021.
Revenue Recognition
The Company adopted FASB Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606” or “the standard”) and ASC 340-40, Contract Costs, effective January 1, 2019, using the modified retrospective method of adoption. The standard was applied only to contracts that are not completed at the date of initial application. The adoption of ASC 606 did not result in any significant changes to the amount and timing of revenue recognition in prior, current or future periods. Therefore, there was no cumulative adjustment as a result of adoption. The reported results for fiscal year 2019 and later reflect the application of ASC 606.
The Company accounts for revenue using the following steps:
1. Identify the contract with a customer
2. Identify the performance obligations in the contract
3. Determine the transaction price
4. Allocate the transaction price to performance obligations in the contract
5. Recognize revenue when or as we satisfy a performance obligation
The Company provides cloud computing services, including but not limited to compute, storage, and networking, to its customers. The Company recognizes revenue based on the customer utilization of these resources. Customer contracts are typically month-to-month and do not include any minimum guaranteed quantities or fees. Fees are billed monthly, and payment is typically due upon invoicing. Revenue is recognized net of allowances for credits and any taxes collected from customers.
The Company’s global cloud platform is supported by various third parties. The Company considered the principal versus agent guidance in ASC 606 and concluded that it is the principal for all services provided to its customers.
The Company may offer sales incentives in the form of promotional and referral credits, and grant credits to encourage customers to use the Company’s services. These types of promotional and referral credits typically expire in two months or less if not used. For credits earned with a purchase, they are recorded as contract liabilities when earned and recognized at the earlier of redemption or expiration. The majority of credits are redeemed in the month they are earned.
Timing of revenue recognition may differ from the timing of invoicing to the Company’s customers. The Company records a receivable when revenue is recognized prior to invoicing. Any payments received in advance of billing are a contract liability, which is recorded as Deferred revenue within Total current liabilities on the Consolidated Balance Sheets. Revenue recognized during the years ended December 31, 2021, 2020 and 2019, which was included in the Deferred revenue balances at the beginning of each respective period, was $2,672, $2,440 and $1,936, respectively.
Cost of Revenue
Cost of revenue consists primarily of fees related to operating in third-party co-location facilities, personnel expenses for those directly supporting our data centers and non-personnel costs, including amortization of capitalized internal-use software development costs and depreciation of our data center equipment. Third-party co-location facility costs include data center rental fees, power costs, maintenance fees, network and bandwidth. Personnel expenses include salaries, bonuses, benefits, and stock-based compensation.
Research and Development Expenses
Research and development expenses consist primarily of personnel costs including salaries, bonuses, benefits and stock-based compensation. Research and development expenses also include amortization of capitalized internal-use software development costs for research and development activities, which are amortized over three years, and professional services, as well as costs related to our efforts to add new features to our existing offerings, develop new offerings, and ensure the security, performance, and reliability of our global cloud platform.
Sales and Marketing Expenses
Sales and marketing expenses consist primarily of personnel costs of our sales, marketing and customer support employees including salaries, bonuses, benefits and stock-based compensation. Sales and marketing expenses also include costs for marketing programs, advertising and professional service fees.
General and Administrative Expenses
General and administrative expenses consist primarily of personnel costs of our human resources, legal, finance, and other administrative functions including salaries, bonuses, benefits, and stock-based compensation. General and administrative expenses also include bad debt expense, software, payment processing fees, business insurance, depreciation and amortization expenses, rent and facilities costs, and other administrative costs.
Advertising and Other Promotional Costs
Advertising and other promotional costs are expensed as incurred and are included in Sales and marketing on the Consolidated Statements of Operations. Non-direct response advertising expenses were $14,577, $6,331 and $8,426 for the years ended December 31, 2021, 2020 and 2019, respectively.
Income Taxes
The Company accounts for income taxes pursuant to the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future. Such deferred income tax assets and liabilities are based on enacted tax laws and rates applicable to periods in which the differences are expected to affect taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. Federal, state, and foreign income taxes are provided based on statutory rates.
On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law. The Tax Act requires an entity to make an accounting policy election of either (1) treating taxes due on future U.S. inclusions in taxable income related to Global Intangible Low Taxed Income ("GILTI") as a current period expense when incurred (the “period cost method”) or (2) factoring such amounts into an entity’s measurement of its deferred taxes (the “deferred method”). The Company recorded tax expense related to GILTI in the effective tax rate for the years ended December 31, 2020 and 2019 and has elected to treat taxes due on future U.S. inclusions in taxable income related to GILTI as a current period expense when incurred using the period cost method.
The Company accounts for uncertainty in income taxes using a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by the taxing authorities. The amount recognized is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate audit settlement.
The Company recognizes interest and penalties, if any, associated with income tax matters as part of income tax expense on the Consolidated Statements of Operations and includes accrued interest and penalties with the related income tax liability in other current liabilities on the Consolidated Balance Sheets.
Segment Information
The Company’s chief operating decision maker, the chief executive officer, reviews discrete financial information presented on a consolidated basis for purposes of regularly making operating decisions, allocation of resources, and assessing financial performance. Accordingly, the Company has one operating and reporting segment.
Geographical Information
Revenue, as determined based on the billing address of the Company’s customers, was as follows:
Year Ended December 31,
202120202019
North America38 %38 %38 %
Europe30 %30 %30 %
Asia22 %22 %24 %
Other10 %10 %8 %
Total100 %100 %100 %
Revenue derived from customers in the United States was 31% of total revenue for the years ended December 31, 2021 and 2020, and 32% of total revenue for the year ended December 31, 2019.
No country outside of the United States had revenue greater than 10% of total consolidated revenue in any period presented.
Property and equipment located in the United States was 50% and 48% as of December 31, 2021 and 2020, respectively, with the remainder of net assets residing in international locations, primarily in the Netherlands, Singapore and Germany.
Concentration of Credit Risk
The amounts reflected in the consolidated balance sheets for cash and cash equivalents, restricted cash, and trade accounts receivable are exposed to concentrations of credit risk. Although the Company maintains cash and cash equivalents with multiple financial institutions, the deposits, at times, may exceed federally insured limits. The Company believes that the financial institutions that hold its cash and cash equivalents are financially sound and, accordingly, minimal credit risk exists with respect to these balances.
The Company’s customer base consists of a significant number of geographically dispersed customers. No customer represented 10% or more of accounts receivable, net as of December 31, 2021 and 2020. Additionally, no customer accounted for 10% or more of total revenue during the years ended December 31, 2021, 2020 and 2019, respectively.
Stock-Based Compensation
Stock Options
Compensation expense related to stock-based transactions, including employee, consultant, and non-employee director stock option awards, is measured and recognized, net of estimated forfeitures, in the Consolidated Statements of Operations based on fair value. The fair value of each option award is estimated on the grant date using the Black Scholes option-pricing model. Expense is recognized on a straight-line basis over the requisite service period. The option-pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of the Company’s common stock, risk-free interest rates, and the expected dividend yield of the Company’s common stock. The assumptions used in the option-pricing model represent management’s best estimates.
Expected volatility is a measure of the amount by which the stock price is expected to fluctuate. Since the Company does not have sufficient trading history of its common stock, the Company estimates the expected volatility of its stock options at the grant date by taking the average historical volatility of a group of comparable publicly traded companies over a period equal to the expected life of the options.
The Company determines the expected term based on the average period the stock options are expected to remain outstanding using the simplified method, generally calculated as the midpoint of the stock options’ vesting term and contractual expiration period, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior.
The Company uses the U.S. Treasury yield for our risk-free interest rate that corresponds with the expected term. The Company utilizes a dividend yield of zero, as the Company does not currently issue dividends, nor does the Company expect to do so in the future.
The Company measures stock options granted to employees and directors based on their fair value on the date of the grant and recognize compensation expense of those awards, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award. The Company applies the straight‑line method of expense recognition to all awards with only service based vesting conditions.
Stock-based compensation for non-employee stock options is calculated using the Black-Scholes option pricing model and is recorded as the options vest.
Restricted Stock Units
The Company issues restricted stock units (“RSUs”) as incentive awards to its employees. RSUs are payable in shares of the Company’s common stock as the periodic vesting requirements are satisfied. The value of RSUs is determined using the intrinsic value method and is based on the number of shares granted and the valuation of the Company’s common stock on the date of grant.
Performance-Based Restricted Stock Units
The Company grants performance-based restricted stock units (“PRSUs”) primarily to members of the executive team and, in limited instances, to other employees in connection with a specific transaction. PRSUs have vesting conditions based on pre-established performance goals of the Company. The fair value is determined based on the closing quoted price of the Company’s common stock on the grant date and the fair value is recognized using the graded-vesting attribution method over the requisite service period. We evaluate the probability of meeting the performance criteria at each balance sheet date. Changes to the probability assessment and the estimate of shares expected to vest will result in adjustments to the related share-based compensation expense that will be recorded in the period of change.
Market-Based Restricted Stock Units
The Company grants market-based restricted stock units (“MRSUs”) to the chief executive officer. The stock-based compensation expense for market-based restricted stock units is measured at fair value on the date of grant. The market conditions are considered in the grant date fair value using a Monte Carlo valuation model, which utilizes multiple input variables to determine the probability of the Company achieving the specified market conditions. Stock-based compensation expense related to an award with a market condition will be recognized over the requisite service period regardless of whether the market condition is satisfied, provided that the requisite service period has been completed.
Employee Stock Purchase Plan
The Company offers an Employee Stock Purchase Plan (“ESPP”) that permits eligible employees to purchase shares of the Company’s common stock at a discount. The fair value of awards under the ESPP is calculated at the beginning of each offering period. The Company estimates the fair value of the awards using the Black-Scholes option valuation model. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and the offering period. This fair value is then amortized on a straight-line basis, net of forfeitures, over the offering period. Stock-based compensation expense is based on awards expected to be purchased at the beginning of the offering period, and therefore is reduced when participants withdraw during the offering period.
Net Loss per Share Attributable to Common Stockholders
Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Prior to the conversion of the preferred stock, holders of Series Seed, Series A-1, Series B and Series C convertible preferred stock were each entitled to receive non-cumulative dividends payable prior and in preference to any dividends on any shares of the Company’s common stock. Under the two-class method, net income is attributed to common stockholders and participating securities based on their participation rights. The holders of the convertible preferred stock did not have a contractual obligation to share in the losses of the Company. As such, the Company’s net losses for the years ended December 31, 2021, 2020 and 2019 were not allocated to these participating securities.
Basic and diluted net loss per common share attributable to common stockholders is presented in conformity with the treasury stock method required for stock-based compensation and warrants, and in conformity with the if-converted method required for the convertible notes.
As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share.
Recent Accounting Pronouncements – Pending Adoption
The following effective dates represent the requirements for private companies which the Company has elected as an emerging growth company.
In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-02, Leases (Topic 842), and additional changes, modifications, clarifications, or interpretations related to this guidance thereafter (“ASU 2016-02”). ASU 2016-02 requires a reporting entity to recognize right-of-use assets and lease liabilities on the balance sheet for operating leases to increase transparency and comparability. ASU 2016-02 is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022 with early adoption permitted. The Company expects to elect the package of transition practical expedients, which allows them to carry forward their historical assessment of (1) whether contracts are or contain leases, (2) lease classification, and (3) initial direct costs. In addition, the Company expects to elect the practical expedient that allows lessees the option to account for lease and non-lease components together as a single component for all classes of underlying assets.
The Company has made substantial progress in executing its implementation plan. It is in the process of revising its controls and processes to address the lease standard and has substantially completed the implementation and data input for the lease accounting software tool that it will use post-adoption. ASU 2016-02 also requires expanded disclosure regarding the amounts, timing and uncertainties of cash flows related to a company’s lease portfolio. The Company is evaluating these disclosure requirements and is incorporating the collection of relevant data into its existing financial reporting processes. While the Company expects the adoption of this standard to result in an increase to the reported assets and liabilities, the Company is currently evaluating the impact of adoption on the consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, with subsequent amendments, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires immediate recognition of management’s estimates of current expected credit losses. ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2022, and interim periods within annual periods beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact of adoption on the consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 eliminates certain exceptions in FASB Topic 740: Income Taxes (“ASC 740”) related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. ASU 2019-12 is effective for annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company does not expect that the new standard will have a material impact on its consolidated financial statements and related disclosures.
Recent Accounting Pronouncements – Adopted
In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU 2020-06 removes from GAAP the liability and equity separation model for convertible instruments with a cash conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Among other potential impacts, this change is expected to reduce reported interest expense, increase reported net income, and result in a reclassification of certain conversion feature-related balance sheet amounts from stockholders’ equity to liabilities as it relates to the Company’s convertible senior notes. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share, which is consistent with the Company’s accounting treatment under the current standard. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021. The Company early adopted the new standard using the modified retrospective method effective January 1, 2021 and there was no impact to any previously disclosed amounts or disclosures for the comparative periods.
v3.22.0.1
Acquisitions, Goodwill and Intangible Assets
 12 Months Ended
Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]  
Acquisitions, Goodwill and Intangible Assets Acquisitions, Goodwill and Intangible Assets
Nimbella Corp.
On September 1, 2021, the Company consummated a business combination acquiring 100% of Nimbella pursuant to an Agreement and Plan of Reorganization. Nimbella provides a serverless platform, built on open source technologies, that is designed to simplify the cloud programming experience and help developers and SMBs focus more on application development and business outcomes and less on managing the underlying infrastructure. This acquisition has been accounted for as a business combination.
The total consideration was as follows:
Cash consideration transferred$6,025 
Fair value of common stock issued(1)
27,566 
Total consideration paid$33,591 
___________________
(1)Total shares issued in connection with the acquisition was 636,994, of which 436,790 were treated as consideration paid at a closing stock price of $63.11 on September 1, 2021 and 200,204 were treated as stock-based compensation that will be expensed over 36 months. See Note 10. Stock-Based Compensation, Restricted Shares for more details.
The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations, and accordingly, the total fair value of the purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date.
The aggregate purchase consideration and estimated fair values of the assets acquired and liabilities assumed at the date of acquisition were as follows:
Amounts AllocatedUseful Life (in years)
Net tangible assets (including cash acquired)$795 N/A
Developed technology3,300 3
Goodwill29,496 N/A
Total fair value of net assets acquired$33,591 
Goodwill represents the future economic benefits expected to arise from other intangible assets acquired that do not qualify for separate recognition, including an experienced workforce that will help accelerate product development and go to market strategy, and is not deductible for income tax purposes as the transaction was treated as a stock acquisition. Pro forma results of operations for this acquisition have not been presented because they were not material to the consolidated results of operations. The results of operations of Nimbella, which are not material, have been included in the consolidated financial statements from the date of purchase.
Nanobox, Inc.
On April 4, 2019, the Company acquired 100% of the outstanding equity of Nanobox, a deployment and management platform provider for cloud infrastructure for a purchase price of $3,544. The Company has accounted for this transaction as a business combination. In allocating the aggregate purchase price based on the estimated fair values, the Company recorded $910 as a developed technology intangible asset (to be amortized over an estimated useful life of three years) and $2,674 as goodwill, which is not deductible for income tax purposes as the transaction was treated as a stock acquisition.
Goodwill and Intangible Assets, net
Movements in goodwill during the years ended December 31, 2021 and 2020 were as follows:
Balance at January 1, 2020$2,674 
Balance at December 31, 20202,674 
Acquisition29,496 
Balance at December 31, 2021$32,170 
Intangible assets, net consisted of the following amounts:
December 31,
20212020
Asset Type
IP addresses$39,906 $34,270 
Developed technology4,210 910 
Total carrying value$44,116 $35,180 
Accumulated Amortization
Developed technology$(1,201)$(531)
Total accumulated amortization(1,201)(531)
Total intangible assets, net$42,915 $34,649 
Amortization expense was $645 and $329 for the years ended December 31, 2021 and 2020, respectively. Amortization expense for the next five years and thereafter, based on valuations and determinations of useful lives, is expected to be as follows:
2022$1,176 
20231,100 
2024733 
Thereafter— 
Total estimated future intangible amortization expense$3,009 
v3.22.0.1
Balance Sheet Details
 12 Months Ended
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Balance Sheet Details Balance Sheet Details
Property and equipment, net
Property and equipment, net consisted of the following:
December 31,
20212020
Computers and equipment$487,484 $442,778 
Furniture and fixtures1,511 1,511 
Leasehold improvements6,820 6,820 
Internal-use software68,321 61,640 
Property and equipment, gross$564,136 $512,749 
Less: accumulated amortization $(49,268)$(36,186)
Less: accumulated depreciation(265,225)(237,607)
Property and equipment, net $249,643 $238,956 
Depreciation expense on property and equipment for the years ended December 31, 2021, 2020, and 2019 was $74,278, $62,016 and $53,707, respectively.
The Company capitalized costs related to the development of computer software for internal use of $7,307, $12,854 and $17,507 for the years ended December 31, 2021, 2020, and 2019, respectively, which is included in internal-use software costs within Property and equipment, net. Amortization expense related to internal-use software for the years ended December 31, 2021, 2020, and 2019 was $13,424, $13,255, and $9,146, respectively.
During the years ended December 31, 2021, 2020, and 2019, the Company recorded an impairment loss of $285, $1,222, and $546, respectively, related to software that is no longer being used. This impairment loss is included in Cost of revenue and Research and development on the Consolidated Statements of Operations.
Accrued other expenses
Accrued other expenses consisted of the following:
December 31,
20212020
Accrued bonuses$19,083 $12,512 
Accrued capital expenditures3,398 8,478 
Other accrued expenses9,426 6,035 
Total accrued other expenses
$31,907 $27,025 
Other current liabilities
Other current liabilities consisted of the following:
December 31,
20212020
Accrued taxes$6,755 $7,758 
Warrant liability— 14,463 
ESPP withholding1,495 — 
Other599 765 
Total other current liabilities$8,849 $22,986 
v3.22.0.1
Fair Value Measurements
 12 Months Ended
Dec. 31, 2021
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value, and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:
Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.
Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The following table summarizes, for the periods indicated, liabilities measured at fair value on a recurring basis:
December 31, 2021December 31, 2020
Carrying ValueFair ValueCarrying ValueFair Value
LEVEL 3
Warrant liability$— $— $14,463 $14,463 
During 2014 and 2015, the Company issued warrants to third parties as partial consideration for property and equipment primarily used in our co-location centers. These warrants allowed the holder to purchase 66,668 shares of Series A-1 preferred stock at $1.50 per share, and 241,964 shares of Series A-1 preferred stock at $2.0663 per share, exercisable upon issuance. The warrants had a term of 10 years and were scheduled to expire at various dates through 2025.
With the conversion of the convertible preferred stock into shares of common stock upon the completion of the IPO, 308,632 shares of the redeemable convertible preferred stock warrants automatically converted into common stock warrants. The warrants were remeasured on the date of the IPO using the public offering price of $47.00 per share, which resulted in a gain of $556 that was recorded to Other (income) expense, net for the period ending March 31, 2021. The warrants were considered indexed to the Company’s own stock and therefore no subsequent remeasurement is required.
Upon issuance, the Company determined the fair value of the warrants using the Black-Scholes option pricing model with the following assumptions:
Expected life in yearsRisk-Free RateExpected volatilityDividend yield
10
2.34% - 2.82%
76% - 78%
0%
Warrants outstanding as of December 31, 2020 were recorded at fair value based on the following assumptions:
Expected life in yearsRisk-Free RateExpected volatilityDividend yield
3.05 - 3.77
0.17% - 0.24%
55% - 57%
0%
The table below sets forth a summary of changes in the fair value of the warrant liability using Level 3 assumptions:
Balance at January 1, 2020$1,638 
Fair value adjustment12,825 
Balance at December 31, 202014,463 
Fair value adjustment(556)
Reclassification to Additional paid-in capital(13,907)
Balance at December 31, 2021$— 
The resulting fair value adjustments during the years ended December 31, 2021 and 2020 was recorded as Other (income) expense, net on the Consolidated Statements of Operations.
v3.22.0.1
Debt
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Debt Debt
Debt consisted of the following:
December 31,
20212020
Credit Facility
Term Loan(1)
$— $165,051 
Revolving Credit Facility— 63,200 
Notes payable— 31,432 
Convertible Notes(2)
1,462,676 — 
Total debt$1,462,676 $259,683 
Less: current portion
Term Loan$— $(7,438)
Notes payable— (10,030)
Current portion of long-term debt— (17,468)
Total long-term debt$1,462,676 $242,215 
___________________
(1)Amount is net of unamortized discount and debt issuance costs of $1,761 as of December 31, 2020.
(2)Amount is net of unamortized debt issuance costs of $37,324 as of December 31, 2021.
Credit Facility
In February and March 2020, the Company entered into and subsequently amended a second amended and restated credit agreement with KeyBank National Association as administrative agent. In November 2021, the Company further amended such credit agreement (as amended, the “Credit Facility”) to revise certain covenants that restricted the incurrence of indebtedness to permit the issuance of the convertible notes discussed below. The Credit Facility had a total draw down capacity of $320,000, with a $150,000 revolver (“Revolving Credit Facility”) and a $170,000 term loan (“Term Loan”). As of March 31, 2021, the Company paid the remaining obligations on the outstanding Credit Facility, including the Term Loan, which balance was permanently reduced to zero. At December 31, 2021, the Company had available borrowing capacity of $150,000 on the Revolving Credit Facility. The Credit Facility will mature on February 13, 2025. The Company recognized a loss on extinguishment of debt of $1,652 for the unamortized discount and debt issuance costs related to the Term Loan in the first quarter of 2021. The write-off of the unamortized discount and debt issuance costs represent a non-cash adjustment to reconcile net income to net cash provided by operating activities within the Consolidated Statements of Cash Flows.
The Credit Facility is secured by a first-priority security interest in substantially all of the assets of the Company. The Credit Facility contains certain financial and operational covenants, including a maximum ratio of net debt to EBITDA of 4.50x with step-downs over time, and a maximum debt service coverage ratio of 3.00x. As of December 31, 2021, the Company was in compliance with all covenants under the Credit Facility.
The interest rate on the Credit Facility will be, at the Company’s option, a per annum rate equal to either (x) LIBOR plus an applicable margin varying from 2.00% to 4.00% or (y) a base rate plus an applicable margin varying from 1.00% to 3.00%, in each case subject to a pricing grid based on a minimum Total Net Leverage (as defined in the Credit Facility) calculation.
The Revolving Credit Facility provides for an annual commitment fee equal to 0.25% to 0.40% per annum, based on the Company’s Total Net Leverage ratio, applied to the average daily unused amount of the Revolving Credit Facility. The Company incurred commitment fees on the unused balance of the Revolving Credit Facility of $362, $307, and $201 for the years ended December 31, 2021, 2020, and 2019, respectively.
Loans under the Revolving Credit Facility are due in full in February 2025. As the Revolving Credit Facility is a multi-year revolving credit agreement, the Company classifies the facility as long-term debt as it has the intent and ability to maintain outstanding for longer than 12 months.
Interest and amortization of deferred financing fees for the years ended December 31, 2021, 2020, and 2019 was $2,243, $10,114 and $7,707, respectively.
Notes Payable
During the three months ended March 31, 2021, the Company paid the remaining obligations on all outstanding notes payable.
Total interest expense for the years ended December 31, 2021, 2020, and 2019 was $254, $2,627, and $1,598, respectively. The Company recognized a loss on extinguishment of debt of $1,783 for unaccrued interest paid in conjunction with the payoff of the remaining debt obligation during the years ended December 31, 2021.
Convertible Notes
In November 2021, the Company issued $1,500,000 aggregate principal amount of 0% Convertible Senior Notes due December 1, 2026 (“Convertible Notes”) in a private offering, including the exercise in full of the over-allotment option granted to the initial purchasers of $200,000. The Convertible Notes were issued pursuant to an indenture ("Indenture") between the Company and U.S. Bank National Association, as trustee. The Convertible Notes are senior unsecured obligations of the Company and do not bear regular interest, and the principal amount of the Convertible Notes does not accrete. The net proceeds from this offering were $1,461,795, after deducting underwriting fees, expenses and commissions. Amortization of deferred financing fees for the year ended December 31, 2021 was $881.
The Convertible Notes will mature on December 1, 2026 unless earlier converted, redeemed, or repurchased. The Convertible Notes will be convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding June 1, 2026, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2022, if the last reported sale price of the Company’s common stock, par value $0.000025 per share, exceeds 130% of the conversion price for each of at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the
immediately preceding calendar quarter on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (such ten consecutive trading day period, the “measurement period”) in which the trading price of the Convertible Notes (as defined in the Indenture) for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the common stock on such trading day and the conversion rate on such trading day; (3) if the Company calls such Convertible Notes for redemption, at any time prior to the close of business on the business day immediately preceding the redemption date; (4) upon the occurrence of specified corporate events as set forth in the Indenture or distributions on the common stock.
On or after June 1, 2026 until the close of business on the scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Convertible Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. The conversion rate for the Convertible Notes is initially 5.6018 shares of the Company’s common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $178.51 per share), subject to adjustment as set forth in the Indenture. The conversion rate is subject to customary adjustments under certain circumstances in accordance with the terms of the Indenture. In addition, if certain corporate events that constitute a make-whole fundamental change occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. Upon conversion, the Company may satisfy its conversion obligation by paying and/or delivering, as the case may be, cash, shares of the common stock or a combination of cash and shares of the common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture. It is the Company's current intent to settle the principal amount of the Convertible Notes with common stock.
The Company may redeem for cash all or any portion of the Convertible Notes, at its option, on or after December 2, 2024 and on or before the 25th scheduled trading day immediately before the maturity date, if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price then in effect on each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the trading day immediately preceding the date on which the Company provides a notice of redemption at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus any accrued and unpaid special interest and additional interest, if any, to, but excluding, the redemption date.
Upon the occurrence of a fundamental change (as defined in the Indenture), subject to certain conditions, holders may require the Company to repurchase all or a portion of the Convertible Notes for cash at a price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus any accrued and unpaid special interest and additional interest, if any, to, but excluding, the fundamental change repurchase date.
Outstanding Borrowings
As of December 31, 2021, the $1,500,000 aggregate principal of the Convertible Notes is expected to mature on December 1, 2026 with no other payments required prior to that date.
v3.22.0.1
Operating Leases
 12 Months Ended
Dec. 31, 2021
Leases [Abstract]  
Operating Leases Operating Leases
The Company leases data center facilities and office space under generally non-cancelable operating lease agreements, which expire at various dates through 2025. Facility leases generally include renewal options and may include escalating rental payment provisions. Additionally, the leases may require us to pay a portion of the related operating expenses. Rent expense related to these operating leases for the years ended December 31, 2021, 2020, and 2019 was $49,923, $41,912, and $34,897, respectively.
Future minimum rental payments under operating lease agreements, which included renewals and modifications as of January 31, 2022, were as follows:
2022$48,669 
202337,961 
202436,974 
20257,447 
20263,025 
Thereafter762 
Total minimum operating lease payments$134,838 
v3.22.0.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Purchase Commitments
As of December 31, 2021, the Company had long-term commitments for bandwidth usage with various networks and internet service providers and entered into purchase orders with various vendors. The total minimum future commitments for bandwidth usage and purchase orders as of December 31, 2021 were as follows:
2022$8,548 
20236,170 
20244,452 
Thereafter— 
Total purchase commitments$19,170 
Letters of Credit
In conjunction with the execution of certain office space operating leases, letters of credit in the aggregate amount of $2,038 and $2,226 were issued and outstanding as of December 31, 2021 and 2020, respectively. No draws have been made under such letters of credit. These funds are included as Restricted cash on the Consolidated Balance Sheets as they are related to long-term operating leases and are included in beginning and ending Cash, cash equivalents and restricted cash in the Consolidated Statements of Cash Flows. Certain of the letters of credit can be reduced on an annual basis until 2022, at which point the deposit required will similarly reduce to meet minimum threshold requirements.
Legal Proceedings
The Company may be involved in various legal proceedings and litigation arising in the ordinary course of business. While it is not feasible to predict or determine the ultimate disposition of any such litigation matters, the Company believes that any such legal proceedings will not have a material adverse effect on its consolidated financial position, results of operations, or liquidity.
v3.22.0.1
Stockholders’ Equity (Deficit)
 12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Stockholders’ Equity (Deficit) Stockholders’ Equity (Deficit)
Common Stock
The Company’s amended and restated certificate of incorporation authorizes the issuance of common and preferred stock. Holders of common stock are entitled to one vote per share.
As of December 31, 2021 and 2020, the Company was authorized to issue 750,000,000 and 111,400,000 shares of common stock, respectively, with a par value of $0.000025 per share.
To minimize the impact of potential economic dilution upon conversion of the Convertible Notes, the Company repurchased and subsequently retired 2,940,929 shares of common stock at $119.01 per share, for a total cost of $350,000 in November 2021. The Company accounted for this retirement of repurchased shares as a deduction from Common stock for par value and from Additional paid in capital for the excess over par value.
Common Stock Reserved for Future Issuance
The Company is authorized to reserve shares of common stock for potential conversion as follows:
December 31,
20212020
Series Seed preferred stock— 12,517,832 
Series A-1 preferred stock(1)
— 18,304,108 
Series B preferred stock— 10,237,032 
Series C preferred stock— 4,721,905 
2021 Equity Incentive Plan
30,930,000 34,821,642 
Employee Stock Purchase Plan2,200,000 — 
Total number of shares for common stock reserved33,130,000 80,602,519 
___________________
(1)Amount includes 308,632 shares of common stock held in reserve for the redeemable convertible preferred stock warrants which were converted to common stock warrants upon the completion of the IPO and were exercised during 2021.
Preferred Stock
In connection with the IPO, the Company's amended and restated certificate of incorporation became effective, which authorized the issuance of 10,000,000 shares of preferred stock with a par value of $0.000025 per share with rights and preferences, including voting rights, designated from time to time by the Company's board of directors. No shares of preferred stock were issued and outstanding as of December 31, 2021.
Redeemable Convertible Preferred Stock
Upon completion of the IPO, all shares of Series Seed, Series A, Series B, and Series C redeemable convertible preferred stock then outstanding, totaling 45,472,229 shares, were automatically converted into an equivalent number of shares of common stock. The carrying value of $173,074 was reclassified into Stockholders' equity (deficit). As of December 31, 2021, there were no shares of redeemable convertible preferred stock authorized, issued and outstanding.
Common Stock Warrants
During 2015 and 2014, the Company issued warrants to third parties as partial consideration for property and equipment primarily used in our co-location centers. These warrants allowed the holder to purchase 66,668 shares of common stock at $1.50 per share, and 241,964 shares of common stock at $2.0663 per share. The warrants, which are equity classified, were immediately exercisable, had a term of ten years and various expiration dates through 2025.
During April 2021, a warrant holder net exercised its warrant for 64,328 shares of common stock. During July 2021, a warrant holder net exercised its warrants for 232,520 shares of common stock. No warrants remain outstanding as of July 31, 2021 and no further warrants have been issued.
Treasury Stock
The Company records treasury stock at the cost to acquire shares and is included as a component of Stockholders’ equity (deficit). At December 31, 2021 and 2020, the Company had 1,968,228 shares of treasury stock which were carried at its cost basis of $4,598 on the Consolidated Balance Sheets.
v3.22.0.1
Stock-Based Compensation
 12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
Equity Incentive Plan
In March 2021, the Company’s board of directors adopted, and the stockholders approved, the 2021 Equity Incentive Plan. The 2021 Equity Incentive Plan is a successor to and continuation of the 2013 Stock Plan. The 2021 Equity Incentive Plan became effective on the date of the IPO with no further grants being made under the 2013 Stock Plan, however, awards outstanding under our 2013 Stock Plan will continue to be governed by their existing terms. The 2021 Equity Incentive Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units awards (“RSUs”), performance awards, and other awards to employees, directors, and consultants up to an aggregate of 30,930,000 shares of common stock. Shares issued pursuant to the exercise of these awards are transferable by the holder. Amounts paid by economic interest holders in excess of fair value are recorded as stock-based compensation (see Note 14).
Stock Options
Stock options granted have a maximum term of ten years from the grant date, are exercisable upon vesting and vest over a period of four years. Stock option activity for the year ended December 31, 2021 was as follows:
Number of Options OutstandingWeighted-Average Exercise PriceWeighted-Average Remaining Life in YearsAggregate Intrinsic Value
Outstanding at January 1, 202116,933,494 $6.73 8.44$596,767 
Exercised(3,704,250)4.96 
Forfeited or cancelled(795,085)7.87 
Outstanding at December 31, 202112,434,159 7.19 7.64909,494 
Vested and exercisable at December 31, 20216,245,987 5.83 7.22465,348 
Vested and unvested expected to vest at December 31, 202110,694,123 $6.81 7.55$786,229 
The aggregate intrinsic value represents the difference between the fair value of common stock and the exercise price of outstanding in-the-money options. The aggregate intrinsic value of exercised options for the years ended December 31, 2021, 2020, and 2019 was $189,422, $23,018, and $10,361, respectively.
There were no stock options issued for the year ended December 31, 2021. The following weighted-average assumptions were used to estimate the grant date fair value of stock options as of December 31, 2020:
Expected volatility52.06 %
Expected life in years6
Risk-free interest rate0.57 %
Dividend yield0 %
The weighted-average grant date fair value of options granted to participants during the years ended December 31, 2020 and 2019 was $10.01 and 2.62, respectively. No options were granted during the year ended December 31, 2021. The aggregate estimated fair value of stock options granted to participants that vested during the years ended December 31, 2021, 2020, and 2019 was $22,395, $9,810, and $6,338, respectively.
As of December 31, 2021, there was $28,609 of unrecognized stock-based compensation expense related to outstanding stock options granted that is expected to be recognized over a weighted-average period of 2.44 years.
RSUs
RSUs granted vest over four years. RSU activity for the year ended December 31, 2021 was as follows:
SharesWeighted-Average Fair Value
Unvested balance at January 1, 2021413,750 $13.69 
Granted3,253,645 48.68 
Vested(152,903)24.60 
Forfeited or cancelled(180,355)43.33 
Unvested balance at December 31, 20213,334,137 45.74 
Vested and expected to vest at December 31, 20212,135,576 $45.74 
As of December 31, 2021, there was $78,268 of unrecognized stock-based compensation expense related to outstanding RSUs granted that is expected to be recognized over a weighted-average period of 3.20 years.
PRSUs
The Company issued performance-based restricted stock units (“PRSUs”) which will vest based on the achievement of each award’s established performance targets. PRSU activity for the year ended December 31, 2021 was as follows:
SharesWeighted-Average Fair Value
Unvested balance at January 1, 2021— $— 
Granted578,949 48.04 
Unvested balance at December 31, 2021578,949 $48.04 
At the end of each reporting period, the Company will adjust compensation expense for the PRSUs based on its best estimate of attainment of the below specified performance metrics. The cumulative effect on current and prior periods of a change in the estimated number of PRSUs that are expected to be earned during the performance period will be recognized as an adjustment to earnings in the period of the revision.
Compensation cost in connection with the probable number of shares that will vest will be recognized using the accelerated attribution method. As of December 31, 2021, the Company determined that it was probable that the LTIP PRSUs (defined below) and the other PRSU awards would vest, resulting in $7,894 of unrecognized stock-based compensation that is expected to be recognized over a weighted-average period of 1.0 years.
LTIP PRSUs
On June 10, 2021, the Company granted PRSUs to certain executives of the Company (the “LTIP PRSUs”). A percentage of the PRSUs will become eligible to vest based on the Company’s financial performance level for fiscal year 2021 (the “Performance Period”). The financial performance level is determined as the percentage equal to the sum of the revenue growth percentage (percentage increase in revenue from fiscal year 2020 to fiscal year 2021) and profitability percentage (adjusted EBITDA margin minus capital expenditures as a percentage of revenue). Capital expenditures includes purchases of intangible assets, seller financed equipment purchases and acquisition of property and equipment from capital leases.
Assuming the minimum performance target is achieved, one-third of the aggregate number of LTIP PRSUs shall vest in 2022 on the later of (i) March 1, 2022 or (ii) two trading days following the public release of the Company’s 2021 financial results, and the remainder shall vest in eight equal quarterly installments subject, in each case, to the individual’s continuous service through the applicable vesting date.
Other PRSUs
In addition to the above awards, certain other PRSUs have been awarded subject to other various performance measures including the achievement of revenue targets and product launches.
MRSUs
On July 27, 2021, the board of directors of the Company granted a market-based restricted stock unit (“MRSU”) award to the Company’s Chief Executive Officer, Yancey Spruill (the “CEO Performance Award”).
The CEO Performance Award consists of an MRSU award under the Company’s 2021 Equity Incentive Plan for 3,000,000 shares of the Company’s common stock and will vest upon the satisfaction of certain service conditions and the achievement of certain Company stock price goals, as described below.
The CEO Performance Award will be earned based on the Company’s stock price performance over a seven-year period beginning on the date of grant. The CEO Performance Award, which is estimated to have a grant date fair value of approximately $75,300 derived by using a discrete model based on multiple stock price-paths developed through the use of a Monte Carlo simulation, is divided into five tranches that will be earned based on the achievement of stock price goals, measured based on the average of the Company’s closing stock price over a consecutive ninety (90) trading day period during the performance period as set forth in the table below.
TrancheCompany Stock Price TargetNumber of Eligible MRSUs
1$93.50475,000
2$140.00575,000
3$187.00650,000
4$233.50650,000
5$280.50650,000
If the average stock price over a consecutive ninety (90) trading day period fails to reach $93.50 during the performance period, no portion of the CEO Performance Award will be earned.
To the extent earned based on the stock price targets set forth above, the CEO Performance Award will vest over a seven-year period beginning on the date of grant in annual amounts equal to 14%, 14%, 14%, 14%, 14%, 15% and 15%, respectively, on each anniversary of the date of grant.
MRSU activity for the year ended December 31, 2021 was as follows:
SharesWeighted-Average Fair Value
Unvested balance at January 1, 2021— $— 
Granted3,000,000 25.12 
Unvested balance at December 31, 20213,000,000 $25.12 
The weighted-average grant date fair value of market-based performance stock units and the related assumptions used in the Monte Carlo simulation to record stock-based compensation for units granted during the periods presented, were as follows:
Expected volatility46.27 %
Expected life in years7
Risk-free interest rate1.01 %
Dividend yield0 %
As of December 31, 2021, there was $67,830 of unrecognized stock-based compensation related to the MRSUs granted that is expected to be recognized over a weighted-average period of 4.39 years.
ESPP
In March 2021, the Company’s board of directors adopted, and the stockholders approved, the 2021 Employee Stock Purchase Plan, which became effective on the date of the Final Prospectus. The ESPP initially reserved and authorized the issuance of up to a total of 2,200,000 shares of common stock to participating employees.
The initial offering period commenced on the IPO date and will end in May 2022 with two purchase periods, the first of which had a purchase date of November 19, 2021. Eligible employees enrolled in the offering period at the start of each purchase period, whereby they may purchase a number of shares at a price per share equal to 85% of the lesser of (1) the stock price at the employee’s first participation in the offering period or (2) the fair market value of the Company’s common stock on the purchase date.
There were 117,996 shares purchased by employees during the year ended December 31, 2021, net of shares withheld for taxes. As of December 31, 2021, 2,082,004 shares of common stock remain available for issuance under the ESPP.
The fair value of share-based awards for our employee stock option awards was estimated using the Black-Scholes option pricing model. The Company recorded stock compensation under this plan of $3,097 for the year ended December 31, 2021. As of December 31, 2021, $1,495 has been withheld on behalf of employees.
Restricted Shares
In connection with our acquisition of Nimbella, we issued 200,204 shares of restricted stock for $63.11 per share for a total value of $12,635 to the founders of Nimbella. These shares vest equally on March 1, 2023 and September 1, 2024 and are expensed on a straight line basis over 36 months. The restricted stock is subject to forfeiture and dependent upon each founder’s continuous service on the vesting date. As of December 31, 2021, there was $11,228 of unrecognized stock-based compensation related to outstanding restricted shares granted that is expected to be recognized over a weighted-average period of 2.70 years.
Stock-Based Compensation
Stock-based compensation was included in the Consolidated Statements of Operations as follows:
Year Ended December 31,
202120202019
Cost of revenue$1,147 $545 $1,142 
Research and development23,315 7,765 4,688 
Sales and marketing8,471 1,924 539 
General and administrative28,644 19,222 12,277 
Total$61,577 $29,456 $18,646 
Stock-based compensation related to secondary sales of common stock by certain current and former employees for the years ended December 31, 2020 and 2019 was $18,343 and $12,056, respectively. There were no such expenses recorded for the year ended December 31, 2021.
v3.22.0.1
Net Loss per Share Attributable to Common Stockholders
 12 Months Ended
Dec. 31, 2021
Earnings Per Share [Abstract]  
Net Loss per Share Attributable to Common Stockholders Net Loss per Share Attributable to Common Stockholders
The following table presents the calculation of basic and diluted net loss per share:
Year Ended December 31,
202120202019
Numerator:
Net loss attributable to common stockholders$(19,503)$(43,568)$(40,390)
Denominator:
Weighted average shares, in thousands, used to compute net loss per share, basic and diluted93,224 41,658 38,004 
Net loss per share attributable to common stockholders, basic and diluted$(0.21)$(1.05)$(1.06)
Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:
Year Ended December 31,
202120202019
Series Seed— 12,517,832 12,517,832 
Series A-1— 17,995,460 17,995,460 
Series B— 10,237,032 10,237,032 
Series C— 4,721,905 — 
Warrants— 308,632 308,632 
Stock Options12,434,159 16,933,494 17,998,183 
RSUs3,334,137 413,750 — 
PRSUs578,949 — — 
MRSU3,000,000 — — 
ESPP268,391 — — 
Convertible Notes8,402,700 — — 
Total28,018,336 63,128,105 59,057,139 
v3.22.0.1
Income Taxes
 12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
Loss before income taxes from U.S. and foreign operations were as follows:
Year Ended December 31,
202120202019
U.S.$(20,285)$(44,163)$(40,985)
Foreign2,084 1,506 1,388 
Total loss before income taxes$(18,201)$(42,657)$(39,597)
Total income tax expense included in the Consolidated Statements of Operations is comprised of the following:
Year Ended December 31,
202120202019
Current:
Federal$— $— $— 
State138 59 66 
Foreign1,147 781 735 
Total current$1,285 $840 $801 
Deferred:
Federal$(103)$81 $(6)
State45 32 12 
Foreign75 (42)(14)
Total deferred17 71 (8)
Total income tax expense$1,302 $911 $793 
Total income tax expense differs from applying the statutory U.S. federal income tax rate to loss before income taxes due to permanent differences between income for tax purposes and income for book purposes, state income taxes, and foreign income taxes.
The following table reconciles our benefit of income taxes at the statutory rate to the effective tax rate, using a U.S. federal statutory tax rate of 21%:
Year Ended December 31,
202120202019
Tax benefit at federal statutory rate$(3,836)$(8,957)$(8,316)
State and local taxes, net of federal benefit(239)72 65 
Foreign tax rate differential207 136 98 
Stock-based compensation(22,071)4,001 2,602 
Unrealized loss on warrant liability3,150 — — 
Nondeductible/nontaxable items473 149 395 
Unrecognized tax positions(40)119 257 
Change in valuation allowance21,969 5,578 5,564 
GILTI— 199 270 
162(m) limitation4,927 — — 
Warrant exercise(3,419)— — 
Other181 (386)(142)
Total income tax expense$1,302 $911 $793 
The components of deferred tax assets and liabilities are as follows:
December 31,
20212020
Deferred tax assets:
Accounts receivable$957 $737 
Accrued expenses154 602 
Net operating loss carryforwards44,049 23,779 
Warrant liability— 3,276 
Stock-based compensation5,513 1,573 
Rent payable499 629 
Tax credit carryforwards70 — 
Other570 121 
Gross deferred tax assets$51,812 $30,717 
Deferred tax liability
Depreciation and amortization$(9,226)$(9,896)
Gross deferred tax liability(9,226)(9,896)
Less: valuation allowance(42,919)(20,950)
Total net deferred tax liability$(333)$(129)
As of December 31, 2021, the Company had federal net operating loss (“NOL”) carryforwards, which will begin to expire on various dates from 2033 through 2037, and state and local NOL carryforwards, which will begin to expire on various dates from 2022 through 2041.
NOL Carryforward
Total1-3 Years3-5 YearsMore than 5 YearsUnlimited
Federal$192,055 $— $— $47,617 $144,438 
State and local270,350 — 1,005 230,524 38,821 
Total$462,405 $— $1,005 $278,141 $183,259 
Certain tax attributes may be subject to an annual limitation as a result of the issuance of stock, which may constitute a change of ownership as defined under Internal Revenue Code Section 382. The Company has not performed a formal Internal Revenue Code Section 382 study to determine if an annual limitation may apply.
The Company assesses the likelihood of its ability to realize the benefit of its deferred tax assets in each jurisdiction by evaluating all relevant positive and negative evidence. A valuation allowance is established if it is determined that any portion of the deferred tax assets is not more likely than not to be realized. For the year ended December 31, 2021, the Company determined that the existence of a three-year cumulative loss incurred in its U.S. jurisdiction, inclusive of 2021, constituted sufficiently strong negative evidence to warrant the establishment of a valuation allowance. As a result, a valuation allowance of $42,919 as of December 31, 2021 has been recorded against the Company’s U.S. deferred tax assets.
The valuation allowance activity for the periods indicated is as follows:
December 31,
20212020
Balance as of the beginning of period$(20,950)$(15,372)
Additions charged to expense(21,969)(5,578)
Balance as of the end of period$(42,919)$(20,950)

In general, it is our practice and intention to reinvest the earnings of our non-U.S. subsidiaries in those operations. Generally, such amounts become subject to U.S. taxation upon the remittance of dividends and under certain other
circumstances. The amount of undistributed earnings of non-U.S. subsidiaries at December 31, 2021, as well as the related deferred income tax, if any, is not material.
The Company files U.S. federal income tax returns as well as various state, local, and foreign jurisdictions. As of December 31, 2021, tax years 2017 and later remain open for examination.
On December 22, 2017, the Tax Act was enacted, containing significant changes to the U.S. tax law, including lowering the U.S. corporate income tax rate to 21%, implementing a territorial tax system which includes a new federal tax on GILTI, and imposing a one-time tax on deemed repatriation of earnings of foreign subsidiaries (“transition tax”).
Effective January 1, 2018, the Company became subject to several provisions of the Tax Act including provisions impacting certain foreign income, such as tax on GILTI. The Company does not currently meet the revenue threshold for the Base Erosion and Anti-Abuse Tax (“BEAT”).
The Company has elected to treat taxes due on GILTI using the period cost method. The Company will continue to monitor the forthcoming regulations and additional guidance of the GILTI and BEAT provisions under the Tax Act, which are complex and subject to continuing regulatory interpretation by the Internal Revenue Service.
The Tax Act requires companies to pay a one-time transition tax, net of tax credits related to applicable foreign taxes paid, on previously untaxed current and accumulated earnings and profits (“E&P”) of our foreign subsidiaries. In the determination of the deemed repatriation tax, the Company reviewed post-1986 E&P, and any related non-U.S. income tax paid on such earnings. This amount is not considered to be material to our liquidity and capital resources.
ASC 740 clarifies the accounting and reporting for uncertainties in income tax law and prescribes a comprehensive model for financial statement recognition measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. ASC 740 requires that tax effects of an uncertain tax position be recognized only if it is “more likely than not” to be sustained by the taxing authority as of the reporting date.
Amounts included in the balance of unrecognized tax benefits as of December 31, 2021, 2020 and 2019, if recognized, would affect the effective tax rate upon recognition. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Year Ended December 31,
202120202019
Balance of unrecognized tax benefits at beginning of year$822 $752 $520 
Additions based on tax positions related to the current period— 70 340 
Reductions for tax positions of prior periods(101)— (108)
Balance of unrecognized tax benefits at end of year$721 $822 $752 
v3.22.0.1
Employee Benefit Plan
 12 Months Ended
Dec. 31, 2021
Retirement Benefits [Abstract]  
Employee Benefit Plan Employee Benefit PlanThe Company offers U.S. employees a voluntary retirement savings plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”), which permits employees to elect to contribute a portion of their pre-tax wages to the 401(k) Plan. Under this plan, the Company matches 100% of participants’ contributions up to 3% of compensation and 50% of participants’ contributions between 3% and 5%. For the years ended years ended December 31, 2021, 2020, and 2019, the Company incurred expense of $2,963, $2,779 and $2,331 to the 401(k) Plan, respectively.
v3.22.0.1
Related Party Transactions
 12 Months Ended
Dec. 31, 2021
Related Party Transactions [Abstract]  
Related Party Transactions Related Party TransactionsDuring the years ended December 31, 2020 and 2019, the Company recorded $18,343 and $12,056, respectively, of stock-based compensation associated with secondary sales transactions. There were no such expenses recorded for the year ended December 31, 2021. The secondary sales transactions were executed primarily between holders of economic interest in the Company and the Company’s employees and former employees at prices in excess of the fair value of such shares. Accordingly, the Company recognized such excess value as stock-based compensation. The Company did not sell any shares or receive any proceeds from the transactions.
v3.22.0.1
Subsequent Events
 12 Months Ended
Dec. 31, 2021
Subsequent Events [Abstract]  
Subsequent Events Subsequent EventsOn February 23, 2022, the Company's Board of Directors approved the repurchase of up to an aggregate of $300,000 of its common stock. Pursuant to this program, repurchases of the Company's common stock will be made at prevailing market prices through open market purchases or in negotiated transactions off the market. The repurchase program is authorized throughout fiscal year 2022; however, the Company is not obligated to acquire any particular amount of common stock and the program may be extended, modified, suspended or discontinued at any time at the Company’s discretion.
v3.22.0.1
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Basis of Presentation Basis of Presentation and Principles of ConsolidationThe accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include accounts of the Company and all wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Principles of Consolidation The consolidated financial statements include the accounts of DigitalOcean Holdings, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Reclassifications
Reclassifications
Certain prior year amounts have been reclassified and revised to conform to the current year presentation.
Use of Estimates
Use of Estimates
The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make, on an ongoing basis, estimates, judgments and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Such estimates include, but are not limited to, those related to revenue recognition, accounts receivable and related reserves, useful lives and realizability of long lived assets, capitalized internal-use software development costs, accounting for stock-based compensation, valuation allowances against deferred tax assets, and the fair value and useful lives of tangible and intangible assets acquired and liabilities assumed resulting from business combinations. Management bases its estimates on historical experience and on various other assumptions which management believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.
Emerging Growth Company
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933 (as amended, the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult because of the potential differences in accounting standards used.
Cash and Cash Equivalents Cash and Cash EquivalentsCash and cash equivalents consist of highly liquid investments in money market funds, commercial paper and certificates of deposit, with original maturities from the date of purchase of three months or less. The carrying amounts of cash and cash equivalents approximate fair value because of the short-term maturity and highly liquid nature of these instruments.
Foreign Currency
Foreign Currency
The reporting currency of the Company is the United States dollar (“USD”). The functional currency of the Company is USD, and the functional currency of the Company’s subsidiaries is the local currency of the jurisdiction in which the foreign subsidiary is located. The assets and liabilities of the Company’s subsidiaries are translated to USD at exchange rates in effect at the balance sheet date. All income statement accounts are translated at monthly average exchange rates. Resulting foreign currency translation adjustments are recorded directly in Accumulated other comprehensive (loss) income.
Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in Other (income) expense, net on the Consolidated Statements of Operations when realized.
Restricted Cash Restricted CashRestricted cash includes deposits in financial institutions related to letters of credit used to secure lease agreements.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable primarily represents revenue recognized that was not invoiced at the balance sheet date and is primarily billed and collected in the following month. Trade accounts receivable are carried at the original invoiced amount less an estimated allowance for doubtful accounts based on the probability of future collection. Management determines the adequacy of the allowance based on historical loss patterns, the number of days that customer invoices are past due and an evaluation of the potential risk of loss associated with specific accounts. When management becomes aware of circumstances that may further decrease the likelihood of collection, it records a specific allowance against amounts due,
which reduces the receivable to the amount that management reasonably believes will be collected. The Company records changes in the estimate to the allowance for doubtful accounts through bad debt expense and reverses the allowance after the potential for recovery is considered remote.
Fair Value of Financial Instruments
Fair Value of Financial Instruments
The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers the principal or most advantageous market in which to transact and the market-based risk. The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued expenses due to their short-term nature. The carrying amount of the Company’s debt is classified as Level 2 due to limited trading activity of the 0% Convertible Senior Notes due December 1, 2026 and approximates fair value.
Property and Equipment
Property and Equipment
Property and equipment is stated at cost, net of accumulated depreciation. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets and is included in depreciation and amortization expense in the Consolidated Statements of Operations. The estimated useful lives of property and equipment are as follows:
Property and Equipment CategoryUseful Life
Computers and equipment5 years
Furniture and fixtures5 years
Leasehold improvementsLesser of lease term or remaining useful life
Internal-use software3 years
The Company periodically reviews the estimated useful lives of property and equipment.
Capitalization of Internal-Use Software Development Costs
Capitalization of Internal-Use Software Development Costs
Capitalization of costs incurred in connection with software developed for internal-use commences when both the preliminary project stage is completed and management has authorized further funding for the project, based on a determination that it is probable the project will be completed and used to perform the function intended. Capitalized costs include external consulting fees, payroll and payroll-related costs, and stock-based compensation for employees on development teams who are directly associated with, and who devote time to, internal-use software projects during the application development stage. Capitalization of such costs ceases no later than the point at which the project is substantially complete and ready for its intended use. Costs incurred during the planning, training, and post-implementation stages of the software development lifecycle are expensed as incurred and have been included in Research and development expense on the Consolidated Statements of Operations.
Impairment of Long-Lived Assets Impairment of Long-Lived AssetsLong-lived assets, including property and equipment and intangible assets with definite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. Impairment losses are then measured by comparing the fair value of assets to their carrying amounts.
Business Combinations
Business Combinations
The Company recognizes assets acquired, liabilities assumed, and any contingent consideration related to business combinations based on estimates of their respective fair values on the date of acquisition. The purchase price is allocated to the identifiable net assets acquired, including intangible assets and liabilities assumed, based on estimated fair values at the date of acquisition. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. Unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions, estimates, or actual results. All subsequent changes to the estimated fair values of the acquired assets and liabilities assumed that occur within the measurement period and are based on facts and circumstances that existed at the acquisition date are recognized as an adjustment to goodwill.
Determining the fair value of assets acquired and liabilities assumed requires significant judgment, including the selection of valuation methodologies, estimates of future revenue and cash flows and discount rates in determining the fair value of intangible assets acquired and liabilities assumed. The assets purchased and liabilities assumed have been reflected on the Company’s Consolidated Balance Sheets, and the results are included on the Consolidated Statements of Operations and Consolidated Statements of Cash Flows from the date of acquisition.
Acquisition-related transaction costs, including legal and accounting fees and other external costs directly related to the acquisition, are recognized separately from the acquisition and expensed as incurred in General and administrative on the Consolidated Statements of Operations.
Goodwill and Indefinite-Lived Intangible Assets and Intangible Assets
Goodwill and Indefinite-Lived Intangible Assets
Goodwill is an asset representing the future economic benefit arising from other assets acquired in a business combination which are not individually identified and separately recognized. The Company does not amortize goodwill. Goodwill has resulted from the acquisition of Nanobox, Inc. (“Nanobox”) on April 4, 2019 and Nimbella Corp. (“Nimbella”) on September 1, 2021 as discussed in Note 3. Goodwill is reviewed for impairment on an annual basis as of October 1st of each year, or more frequently if a triggering event occurs. Goodwill was $32,170 and $2,674 as of December 31, 2021 and 2020, respectively, and reflects the excess of cost over fair market value of the identifiable assets of the company acquired. The increase of $29,496 for the year ended December 31, 2021 is attributable to the acquisition of Nimbella.
Indefinite-lived intangible assets consist of Internet Protocol (“IP”) addresses needed for customers to host their server online. The Company evaluates these indefinite-lived intangible assets for impairment on an annual basis as of October 1st of each year and whenever events or changes in circumstances indicate that an impairment may exist. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds these estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the assets exceeds the fair value of the asset or asset group, based on discounted cash flows. No impairment charges for goodwill and indefinite-lived intangible assets have been recorded during the years ended December 31, 2021 and 2020. Intangible assets with indefinite lives were $39,906 and $34,270 as of December 31, 2021 and 2020, respectively, and are included as Intangible assets on the Consolidated Balance Sheets.
Intangible Assets
Intangible assets with definite lives consist of acquired developed technology. Intangible assets with definite lives are stated at cost less accumulated amortization and are amortized on a basis consistent with the timing and pattern of expected cash flows used to value the intangible, generally on a straight-line basis over the useful life of three years.
Redeemable Convertible Preferred Stock Warrant Liability
Redeemable Convertible Preferred Stock Warrant Liability
The Company accounted for freestanding warrants to purchase shares of their convertible preferred stock in Other current liabilities on the Consolidated Balance Sheets. The redeemable convertible preferred stock warrants (the “warrants”) were recorded as a liability as the underlying shares of convertible preferred stock were contingently redeemable, which was outside of the control of the Company. The warrants were recorded at fair value using the Black-Scholes option-pricing model upon issuance and subject to remeasurement to fair value at each balance sheet date, with any change in fair value recognized as a separate line item on the Consolidated Statements of Operations.
Immediately prior to the IPO, all shares of the convertible preferred stock then outstanding automatically converted into shares of common stock, and the redeemable convertible preferred stock warrants automatically converted into
common stock warrants. Therefore, as the warrants no longer permitted the holder to purchase redeemable shares of preferred stock, the warrant liability was remeasured and reclassified to Additional paid-in capital. The common stock warrants were fully exercised during the year ended December 31, 2021.
Revenue Recognition and Cost of Revenue
Revenue Recognition
The Company adopted FASB Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606” or “the standard”) and ASC 340-40, Contract Costs, effective January 1, 2019, using the modified retrospective method of adoption. The standard was applied only to contracts that are not completed at the date of initial application. The adoption of ASC 606 did not result in any significant changes to the amount and timing of revenue recognition in prior, current or future periods. Therefore, there was no cumulative adjustment as a result of adoption. The reported results for fiscal year 2019 and later reflect the application of ASC 606.
The Company accounts for revenue using the following steps:
1. Identify the contract with a customer
2. Identify the performance obligations in the contract
3. Determine the transaction price
4. Allocate the transaction price to performance obligations in the contract
5. Recognize revenue when or as we satisfy a performance obligation
The Company provides cloud computing services, including but not limited to compute, storage, and networking, to its customers. The Company recognizes revenue based on the customer utilization of these resources. Customer contracts are typically month-to-month and do not include any minimum guaranteed quantities or fees. Fees are billed monthly, and payment is typically due upon invoicing. Revenue is recognized net of allowances for credits and any taxes collected from customers.
The Company’s global cloud platform is supported by various third parties. The Company considered the principal versus agent guidance in ASC 606 and concluded that it is the principal for all services provided to its customers.
The Company may offer sales incentives in the form of promotional and referral credits, and grant credits to encourage customers to use the Company’s services. These types of promotional and referral credits typically expire in two months or less if not used. For credits earned with a purchase, they are recorded as contract liabilities when earned and recognized at the earlier of redemption or expiration. The majority of credits are redeemed in the month they are earned.
Timing of revenue recognition may differ from the timing of invoicing to the Company’s customers. The Company records a receivable when revenue is recognized prior to invoicing. Any payments received in advance of billing are a contract liability, which is recorded as Deferred revenue within Total current liabilities on the Consolidated Balance Sheets. Revenue recognized during the years ended December 31, 2021, 2020 and 2019, which was included in the Deferred revenue balances at the beginning of each respective period, was $2,672, $2,440 and $1,936, respectively.
Cost of Revenue
Cost of revenue consists primarily of fees related to operating in third-party co-location facilities, personnel expenses for those directly supporting our data centers and non-personnel costs, including amortization of capitalized internal-use software development costs and depreciation of our data center equipment. Third-party co-location facility costs include data center rental fees, power costs, maintenance fees, network and bandwidth. Personnel expenses include salaries, bonuses, benefits, and stock-based compensation.
Research and Development Expense
Research and Development Expenses
Research and development expenses consist primarily of personnel costs including salaries, bonuses, benefits and stock-based compensation. Research and development expenses also include amortization of capitalized internal-use software development costs for research and development activities, which are amortized over three years, and professional services, as well as costs related to our efforts to add new features to our existing offerings, develop new offerings, and ensure the security, performance, and reliability of our global cloud platform.
Sales, Marketing, General, Administrative, Advertising, and Other Promotional Expenses/Costs
Sales and Marketing Expenses
Sales and marketing expenses consist primarily of personnel costs of our sales, marketing and customer support employees including salaries, bonuses, benefits and stock-based compensation. Sales and marketing expenses also include costs for marketing programs, advertising and professional service fees.
General and Administrative Expenses
General and administrative expenses consist primarily of personnel costs of our human resources, legal, finance, and other administrative functions including salaries, bonuses, benefits, and stock-based compensation. General and administrative expenses also include bad debt expense, software, payment processing fees, business insurance, depreciation and amortization expenses, rent and facilities costs, and other administrative costs.
Advertising and Other Promotional Costs
Advertising and other promotional costs are expensed as incurred and are included in Sales and marketing on the Consolidated Statements of Operations.
Income Taxes
Income Taxes
The Company accounts for income taxes pursuant to the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future. Such deferred income tax assets and liabilities are based on enacted tax laws and rates applicable to periods in which the differences are expected to affect taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. Federal, state, and foreign income taxes are provided based on statutory rates.
On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law. The Tax Act requires an entity to make an accounting policy election of either (1) treating taxes due on future U.S. inclusions in taxable income related to Global Intangible Low Taxed Income ("GILTI") as a current period expense when incurred (the “period cost method”) or (2) factoring such amounts into an entity’s measurement of its deferred taxes (the “deferred method”). The Company recorded tax expense related to GILTI in the effective tax rate for the years ended December 31, 2020 and 2019 and has elected to treat taxes due on future U.S. inclusions in taxable income related to GILTI as a current period expense when incurred using the period cost method.
The Company accounts for uncertainty in income taxes using a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by the taxing authorities. The amount recognized is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate audit settlement.
The Company recognizes interest and penalties, if any, associated with income tax matters as part of income tax expense on the Consolidated Statements of Operations and includes accrued interest and penalties with the related income tax liability in other current liabilities on the Consolidated Balance Sheets.
Segment Information
Segment Information
The Company’s chief operating decision maker, the chief executive officer, reviews discrete financial information presented on a consolidated basis for purposes of regularly making operating decisions, allocation of resources, and assessing financial performance. Accordingly, the Company has one operating and reporting segment.
Concentration of Credit Risk
Concentration of Credit Risk
The amounts reflected in the consolidated balance sheets for cash and cash equivalents, restricted cash, and trade accounts receivable are exposed to concentrations of credit risk. Although the Company maintains cash and cash equivalents with multiple financial institutions, the deposits, at times, may exceed federally insured limits. The Company believes that the financial institutions that hold its cash and cash equivalents are financially sound and, accordingly, minimal credit risk exists with respect to these balances.
The Company’s customer base consists of a significant number of geographically dispersed customers.
Stock-Based Compensation
Stock-Based Compensation
Stock Options
Compensation expense related to stock-based transactions, including employee, consultant, and non-employee director stock option awards, is measured and recognized, net of estimated forfeitures, in the Consolidated Statements of Operations based on fair value. The fair value of each option award is estimated on the grant date using the Black Scholes option-pricing model. Expense is recognized on a straight-line basis over the requisite service period. The option-pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of the Company’s common stock, risk-free interest rates, and the expected dividend yield of the Company’s common stock. The assumptions used in the option-pricing model represent management’s best estimates.
Expected volatility is a measure of the amount by which the stock price is expected to fluctuate. Since the Company does not have sufficient trading history of its common stock, the Company estimates the expected volatility of its stock options at the grant date by taking the average historical volatility of a group of comparable publicly traded companies over a period equal to the expected life of the options.
The Company determines the expected term based on the average period the stock options are expected to remain outstanding using the simplified method, generally calculated as the midpoint of the stock options’ vesting term and contractual expiration period, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior.
The Company uses the U.S. Treasury yield for our risk-free interest rate that corresponds with the expected term. The Company utilizes a dividend yield of zero, as the Company does not currently issue dividends, nor does the Company expect to do so in the future.
The Company measures stock options granted to employees and directors based on their fair value on the date of the grant and recognize compensation expense of those awards, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award. The Company applies the straight‑line method of expense recognition to all awards with only service based vesting conditions.
Stock-based compensation for non-employee stock options is calculated using the Black-Scholes option pricing model and is recorded as the options vest.
Restricted Stock Units
The Company issues restricted stock units (“RSUs”) as incentive awards to its employees. RSUs are payable in shares of the Company’s common stock as the periodic vesting requirements are satisfied. The value of RSUs is determined using the intrinsic value method and is based on the number of shares granted and the valuation of the Company’s common stock on the date of grant.
Performance-Based Restricted Stock Units
The Company grants performance-based restricted stock units (“PRSUs”) primarily to members of the executive team and, in limited instances, to other employees in connection with a specific transaction. PRSUs have vesting conditions based on pre-established performance goals of the Company. The fair value is determined based on the closing quoted price of the Company’s common stock on the grant date and the fair value is recognized using the graded-vesting attribution method over the requisite service period. We evaluate the probability of meeting the performance criteria at each balance sheet date. Changes to the probability assessment and the estimate of shares expected to vest will result in adjustments to the related share-based compensation expense that will be recorded in the period of change.
Market-Based Restricted Stock Units
The Company grants market-based restricted stock units (“MRSUs”) to the chief executive officer. The stock-based compensation expense for market-based restricted stock units is measured at fair value on the date of grant. The market conditions are considered in the grant date fair value using a Monte Carlo valuation model, which utilizes multiple input variables to determine the probability of the Company achieving the specified market conditions. Stock-based compensation expense related to an award with a market condition will be recognized over the requisite service period regardless of whether the market condition is satisfied, provided that the requisite service period has been completed.
Employee Stock Purchase Plan
The Company offers an Employee Stock Purchase Plan (“ESPP”) that permits eligible employees to purchase shares of the Company’s common stock at a discount. The fair value of awards under the ESPP is calculated at the beginning of each offering period. The Company estimates the fair value of the awards using the Black-Scholes option valuation model. The Black-Scholes option valuation model requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and the offering period. This fair value is then amortized on a straight-line basis, net of forfeitures, over the offering period. Stock-based compensation expense is based on awards expected to be purchased at the beginning of the offering period, and therefore is reduced when participants withdraw during the offering period.
Earnings Per Share, Policy
Net Loss per Share Attributable to Common Stockholders
Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Prior to the conversion of the preferred stock, holders of Series Seed, Series A-1, Series B and Series C convertible preferred stock were each entitled to receive non-cumulative dividends payable prior and in preference to any dividends on any shares of the Company’s common stock. Under the two-class method, net income is attributed to common stockholders and participating securities based on their participation rights. The holders of the convertible preferred stock did not have a contractual obligation to share in the losses of the Company. As such, the Company’s net losses for the years ended December 31, 2021, 2020 and 2019 were not allocated to these participating securities.
Basic and diluted net loss per common share attributable to common stockholders is presented in conformity with the treasury stock method required for stock-based compensation and warrants, and in conformity with the if-converted method required for the convertible notes.
As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share.
Recent Accounting Pronouncements – Pending Adoption and Adopted
Recent Accounting Pronouncements – Pending Adoption
The following effective dates represent the requirements for private companies which the Company has elected as an emerging growth company.
In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-02, Leases (Topic 842), and additional changes, modifications, clarifications, or interpretations related to this guidance thereafter (“ASU 2016-02”). ASU 2016-02 requires a reporting entity to recognize right-of-use assets and lease liabilities on the balance sheet for operating leases to increase transparency and comparability. ASU 2016-02 is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022 with early adoption permitted. The Company expects to elect the package of transition practical expedients, which allows them to carry forward their historical assessment of (1) whether contracts are or contain leases, (2) lease classification, and (3) initial direct costs. In addition, the Company expects to elect the practical expedient that allows lessees the option to account for lease and non-lease components together as a single component for all classes of underlying assets.
The Company has made substantial progress in executing its implementation plan. It is in the process of revising its controls and processes to address the lease standard and has substantially completed the implementation and data input for the lease accounting software tool that it will use post-adoption. ASU 2016-02 also requires expanded disclosure regarding the amounts, timing and uncertainties of cash flows related to a company’s lease portfolio. The Company is evaluating these disclosure requirements and is incorporating the collection of relevant data into its existing financial reporting processes. While the Company expects the adoption of this standard to result in an increase to the reported assets and liabilities, the Company is currently evaluating the impact of adoption on the consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, with subsequent amendments, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires immediate recognition of management’s estimates of current expected credit losses. ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2022, and interim periods within annual periods beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact of adoption on the consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 eliminates certain exceptions in FASB Topic 740: Income Taxes (“ASC 740”) related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. ASU 2019-12 is effective for annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company does not expect that the new standard will have a material impact on its consolidated financial statements and related disclosures.
Recent Accounting Pronouncements – Adopted
In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU 2020-06 removes from GAAP the liability and equity separation model for convertible instruments with a cash conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Among other potential impacts, this change is expected to reduce reported interest expense, increase reported net income, and result in a reclassification of certain conversion feature-related balance sheet amounts from stockholders’ equity to liabilities as it relates to the Company’s convertible senior notes. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share, which is consistent with the Company’s accounting treatment under the current standard. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021. The Company early adopted the new standard using the modified retrospective method effective January 1, 2021 and there was no impact to any previously disclosed amounts or disclosures for the comparative periods.
v3.22.0.1
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2021
Accounting Policies [Abstract]  
Reconciliation of Cash and Cash Equivalents The following table reconciles cash, cash equivalents and restricted cash per the Consolidated Statements of Cash Flows:
December 31,
20212020
Cash and cash equivalents$1,713,387 $100,311 
Restricted cash2,038 2,226 
Total cash, cash equivalents and restricted cash$1,715,425 $102,537 
Reconciliation of Restricted Cash The following table reconciles cash, cash equivalents and restricted cash per the Consolidated Statements of Cash Flows:
December 31,
20212020
Cash and cash equivalents$1,713,387 $100,311 
Restricted cash2,038 2,226 
Total cash, cash equivalents and restricted cash$1,715,425 $102,537 
Disclosure of Changes in Allowance for Doubtful Accounts The following table presents the changes in our allowance for doubtful accounts for the period presented:
December 31,
20212020
Balance as of December 31, 2020$3,104 $5,300 
Bad debt expense, net of recoveries9,207 11,089 
Write-offs(8,099)(13,285)
Balance as of December 31, 2021$4,212 $3,104 
Schedule of Property and Equipment, Net The estimated useful lives of property and equipment are as follows:
Property and Equipment CategoryUseful Life
Computers and equipment5 years
Furniture and fixtures5 years
Leasehold improvementsLesser of lease term or remaining useful life
Internal-use software3 years
Property and equipment, net consisted of the following:
December 31,
20212020
Computers and equipment$487,484 $442,778 
Furniture and fixtures1,511 1,511 
Leasehold improvements6,820 6,820 
Internal-use software68,321 61,640 
Property and equipment, gross$564,136 $512,749 
Less: accumulated amortization $(49,268)$(36,186)
Less: accumulated depreciation(265,225)(237,607)
Property and equipment, net $249,643 $238,956 
Revenue by Geographic Areas Revenue, as determined based on the billing address of the Company’s customers, was as follows:
Year Ended December 31,
202120202019
North America38 %38 %38 %
Europe30 %30 %30 %
Asia22 %22 %24 %
Other10 %10 %8 %
Total100 %100 %100 %
v3.22.0.1
Acquisitions, Goodwill and Intangible Assets (Tables)
 12 Months Ended
Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]  
Schedule of Business Acquisitions, by Acquisition
The total consideration was as follows:
Cash consideration transferred$6,025 
Fair value of common stock issued(1)
27,566 
Total consideration paid$33,591 
___________________
(1)Total shares issued in connection with the acquisition was 636,994, of which 436,790 were treated as consideration paid at a closing stock price of $63.11 on September 1, 2021 and 200,204 were treated as stock-based compensation that will be expensed over 36 months. See Note 10. Stock-Based Compensation, Restricted Shares for more details.
Schedule of Assets Acquired The aggregate purchase consideration and estimated fair values of the assets acquired and liabilities assumed at the date of acquisition were as follows:
Amounts AllocatedUseful Life (in years)
Net tangible assets (including cash acquired)$795 N/A
Developed technology3,300 3
Goodwill29,496 N/A
Total fair value of net assets acquired$33,591 
Schedule of Goodwill Movements in goodwill during the years ended December 31, 2021 and 2020 were as follows:
Balance at January 1, 2020$2,674 
Balance at December 31, 20202,674 
Acquisition29,496 
Balance at December 31, 2021$32,170 
Schedule of Finite-Lived Intangible Assets ntangible assets, net consisted of the following amounts:
December 31,
20212020
Asset Type
IP addresses$39,906 $34,270 
Developed technology4,210 910 
Total carrying value$44,116 $35,180 
Accumulated Amortization
Developed technology$(1,201)$(531)
Total accumulated amortization(1,201)(531)
Total intangible assets, net$42,915 $34,649 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense Amortization expense for the next five years and thereafter, based on valuations and determinations of useful lives, is expected to be as follows:
2022$1,176 
20231,100 
2024733 
Thereafter— 
Total estimated future intangible amortization expense$3,009 
v3.22.0.1
Balance Sheet Details (Tables)
 12 Months Ended
Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Property and Equipment, Net The estimated useful lives of property and equipment are as follows:
Property and Equipment CategoryUseful Life
Computers and equipment5 years
Furniture and fixtures5 years
Leasehold improvementsLesser of lease term or remaining useful life
Internal-use software3 years
Property and equipment, net consisted of the following:
December 31,
20212020
Computers and equipment$487,484 $442,778 
Furniture and fixtures1,511 1,511 
Leasehold improvements6,820 6,820 
Internal-use software68,321 61,640 
Property and equipment, gross$564,136 $512,749 
Less: accumulated amortization $(49,268)$(36,186)
Less: accumulated depreciation(265,225)(237,607)
Property and equipment, net $249,643 $238,956 
Schedule of Accrued Other Expenses Accrued other expenses consisted of the following:
December 31,
20212020
Accrued bonuses$19,083 $12,512 
Accrued capital expenditures3,398 8,478 
Other accrued expenses9,426 6,035 
Total accrued other expenses
$31,907 $27,025 
Schedule of Other Current Liabilities Other current liabilities consisted of the following:
December 31,
20212020
Accrued taxes$6,755 $7,758 
Warrant liability— 14,463 
ESPP withholding1,495 — 
Other599 765 
Total other current liabilities$8,849 $22,986 
v3.22.0.1
Fair Value Measurements (Tables)
 12 Months Ended
Dec. 31, 2021
Fair Value Disclosures [Abstract]  
Schedule of Liabilities Measured on a Recurring Basis The following table summarizes, for the periods indicated, liabilities measured at fair value on a recurring basis:
December 31, 2021December 31, 2020
Carrying ValueFair ValueCarrying ValueFair Value
LEVEL 3
Warrant liability$— $— $14,463 $14,463 
Schedule of Warrant Pricing Model
Upon issuance, the Company determined the fair value of the warrants using the Black-Scholes option pricing model with the following assumptions:
Expected life in yearsRisk-Free RateExpected volatilityDividend yield
10
2.34% - 2.82%
76% - 78%
0%
Warrants outstanding as of December 31, 2020 were recorded at fair value based on the following assumptions:
Expected life in yearsRisk-Free RateExpected volatilityDividend yield
3.05 - 3.77
0.17% - 0.24%
55% - 57%
0%
Schedule of Changes in the Fair Value of the Warranty Liability The table below sets forth a summary of changes in the fair value of the warrant liability using Level 3 assumptions:
Balance at January 1, 2020$1,638 
Fair value adjustment12,825 
Balance at December 31, 202014,463 
Fair value adjustment(556)
Reclassification to Additional paid-in capital(13,907)
Balance at December 31, 2021$— 
v3.22.0.1
Debt (Tables)
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Schedule of Debt
Debt consisted of the following:
December 31,
20212020
Credit Facility
Term Loan(1)
$— $165,051 
Revolving Credit Facility— 63,200 
Notes payable— 31,432 
Convertible Notes(2)
1,462,676 — 
Total debt$1,462,676 $259,683 
Less: current portion
Term Loan$— $(7,438)
Notes payable— (10,030)
Current portion of long-term debt— (17,468)
Total long-term debt$1,462,676 $242,215 
___________________
(1)Amount is net of unamortized discount and debt issuance costs of $1,761 as of December 31, 2020.
(2)Amount is net of unamortized debt issuance costs of $37,324 as of December 31, 2021.
v3.22.0.1
Operating Leases (Tables)
 12 Months Ended
Dec. 31, 2021
Leases [Abstract]  
Maturities of Operating Leases Future minimum rental payments under operating lease agreements, which included renewals and modifications as of January 31, 2022, were as follows:
2022$48,669 
202337,961 
202436,974 
20257,447 
20263,025 
Thereafter762 
Total minimum operating lease payments$134,838 
v3.22.0.1
Commitments and Contingencies (Tables)
 12 Months Ended
Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]  
Total Minimum Future Purchase Commitments The total minimum future commitments for bandwidth usage and purchase orders as of December 31, 2021 were as follows:
2022$8,548 
20236,170 
20244,452 
Thereafter— 
Total purchase commitments$19,170 
v3.22.0.1
Stockholders’ Equity (Deficit) (Tables)
 12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Schedule of Stock by Class The Company is authorized to reserve shares of common stock for potential conversion as follows:
December 31,
20212020
Series Seed preferred stock— 12,517,832 
Series A-1 preferred stock(1)
— 18,304,108 
Series B preferred stock— 10,237,032 
Series C preferred stock— 4,721,905 
2021 Equity Incentive Plan
30,930,000 34,821,642 
Employee Stock Purchase Plan2,200,000 — 
Total number of shares for common stock reserved33,130,000 80,602,519 
___________________
(1)Amount includes 308,632 shares of common stock held in reserve for the redeemable convertible preferred stock warrants which were converted to common stock warrants upon the completion of the IPO and were exercised during 2021.
v3.22.0.1
Stock-Based Compensation (Tables)
 12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement [Abstract]  
Schedule of Stock Option Activity Stock option activity for the year ended December 31, 2021 was as follows:
Number of Options OutstandingWeighted-Average Exercise PriceWeighted-Average Remaining Life in YearsAggregate Intrinsic Value
Outstanding at January 1, 202116,933,494 $6.73 8.44$596,767 
Exercised(3,704,250)4.96 
Forfeited or cancelled(795,085)7.87 
Outstanding at December 31, 202112,434,159 7.19 7.64909,494 
Vested and exercisable at December 31, 20216,245,987 5.83 7.22465,348 
Vested and unvested expected to vest at December 31, 202110,694,123 $6.81 7.55$786,229 
Schedule of Weighted-Average Assumptions The following weighted-average assumptions were used to estimate the grant date fair value of stock options as of December 31, 2020:
Expected volatility52.06 %
Expected life in years6
Risk-free interest rate0.57 %
Dividend yield0 %
Schedule of RSU Activity RSU activity for the year ended December 31, 2021 was as follows:
SharesWeighted-Average Fair Value
Unvested balance at January 1, 2021413,750 $13.69 
Granted3,253,645 48.68 
Vested(152,903)24.60 
Forfeited or cancelled(180,355)43.33 
Unvested balance at December 31, 20213,334,137 45.74 
Vested and expected to vest at December 31, 20212,135,576 $45.74 
Schedule of PRSU Activity PRSU activity for the year ended December 31, 2021 was as follows:
SharesWeighted-Average Fair Value
Unvested balance at January 1, 2021— $— 
Granted578,949 48.04 
Unvested balance at December 31, 2021578,949 $48.04 
Summary of Share-Based Payment Arrangement and Price Targets The CEO Performance Award, which is estimated to have a grant date fair value of approximately $75,300 derived by using a discrete model based on multiple stock price-paths developed through the use of a Monte Carlo simulation, is divided into five tranches that will be earned based on the achievement of stock price goals, measured based on the average of the Company’s closing stock price over a consecutive ninety (90) trading day period during the performance period as set forth in the table below.
TrancheCompany Stock Price TargetNumber of Eligible MRSUs
1$93.50475,000
2$140.00575,000
3$187.00650,000
4$233.50650,000
5$280.50650,000
Schedule of MRSU Activity
MRSU activity for the year ended December 31, 2021 was as follows:
SharesWeighted-Average Fair Value
Unvested balance at January 1, 2021— $— 
Granted3,000,000 25.12 
Unvested balance at December 31, 20213,000,000 $25.12 
Schedule of Weighted-Average Assumptions for MRSUs
Expected volatility46.27 %
Expected life in years7
Risk-free interest rate1.01 %
Dividend yield0 %
Summary of Stock-Based Compensation Expense
Stock-based compensation was included in the Consolidated Statements of Operations as follows:
Year Ended December 31,
202120202019
Cost of revenue$1,147 $545 $1,142 
Research and development23,315 7,765 4,688 
Sales and marketing8,471 1,924 539 
General and administrative28,644 19,222 12,277 
Total$61,577 $29,456 $18,646 
v3.22.0.1
Net Loss per Share Attributable to Common Stockholders (Tables)
 12 Months Ended
Dec. 31, 2021
Earnings Per Share [Abstract]  
Schedule of Calculation of Basic and Diluted Net Loss Per Share The following table presents the calculation of basic and diluted net loss per share:
Year Ended December 31,
202120202019
Numerator:
Net loss attributable to common stockholders$(19,503)$(43,568)$(40,390)
Denominator:
Weighted average shares, in thousands, used to compute net loss per share, basic and diluted93,224 41,658 38,004 
Net loss per share attributable to common stockholders, basic and diluted$(0.21)$(1.05)$(1.06)
Schedule of Anti-Dilutive Securities Excluded from Computation of Net Loss Per Share Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:
Year Ended December 31,
202120202019
Series Seed— 12,517,832 12,517,832 
Series A-1— 17,995,460 17,995,460 
Series B— 10,237,032 10,237,032 
Series C— 4,721,905 — 
Warrants— 308,632 308,632 
Stock Options12,434,159 16,933,494 17,998,183 
RSUs3,334,137 413,750 — 
PRSUs578,949 — — 
MRSU3,000,000 — — 
ESPP268,391 — — 
Convertible Notes8,402,700 — — 
Total28,018,336 63,128,105 59,057,139 
v3.22.0.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]  
Schedule of Income before Income Tax, Domestic and Foreign
Loss before income taxes from U.S. and foreign operations were as follows:
Year Ended December 31,
202120202019
U.S.$(20,285)$(44,163)$(40,985)
Foreign2,084 1,506 1,388 
Total loss before income taxes$(18,201)$(42,657)$(39,597)
Schedule of Components of Income Tax Expense (Benefit)
Total income tax expense included in the Consolidated Statements of Operations is comprised of the following:
Year Ended December 31,
202120202019
Current:
Federal$— $— $— 
State138 59 66 
Foreign1,147 781 735 
Total current$1,285 $840 $801 
Deferred:
Federal$(103)$81 $(6)
State45 32 12 
Foreign75 (42)(14)
Total deferred17 71 (8)
Total income tax expense$1,302 $911 $793 
Schedule of Effective Income Tax Rate Reconciliation
The following table reconciles our benefit of income taxes at the statutory rate to the effective tax rate, using a U.S. federal statutory tax rate of 21%:
Year Ended December 31,
202120202019
Tax benefit at federal statutory rate$(3,836)$(8,957)$(8,316)
State and local taxes, net of federal benefit(239)72 65 
Foreign tax rate differential207 136 98 
Stock-based compensation(22,071)4,001 2,602 
Unrealized loss on warrant liability3,150 — — 
Nondeductible/nontaxable items473 149 395 
Unrecognized tax positions(40)119 257 
Change in valuation allowance21,969 5,578 5,564 
GILTI— 199 270 
162(m) limitation4,927 — — 
Warrant exercise(3,419)— — 
Other181 (386)(142)
Total income tax expense$1,302 $911 $793 
Schedule of Deferred Tax Assets and Liabilities
The components of deferred tax assets and liabilities are as follows:
December 31,
20212020
Deferred tax assets:
Accounts receivable$957 $737 
Accrued expenses154 602 
Net operating loss carryforwards44,049 23,779 
Warrant liability— 3,276 
Stock-based compensation5,513 1,573 
Rent payable499 629 
Tax credit carryforwards70 — 
Other570 121 
Gross deferred tax assets$51,812 $30,717 
Deferred tax liability
Depreciation and amortization$(9,226)$(9,896)
Gross deferred tax liability(9,226)(9,896)
Less: valuation allowance(42,919)(20,950)
Total net deferred tax liability$(333)$(129)
Schedule of Operating Loss Carryforwards
As of December 31, 2021, the Company had federal net operating loss (“NOL”) carryforwards, which will begin to expire on various dates from 2033 through 2037, and state and local NOL carryforwards, which will begin to expire on various dates from 2022 through 2041.
NOL Carryforward
Total1-3 Years3-5 YearsMore than 5 YearsUnlimited
Federal$192,055 $— $— $47,617 $144,438 
State and local270,350 — 1,005 230,524 38,821 
Total$462,405 $— $1,005 $278,141 $183,259 
Schedule of Valuation Allowance
The valuation allowance activity for the periods indicated is as follows:
December 31,
20212020
Balance as of the beginning of period$(20,950)$(15,372)
Additions charged to expense(21,969)(5,578)
Balance as of the end of period$(42,919)$(20,950)
Schedule of Unrecognized Tax Benefits Roll Forward A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Year Ended December 31,
202120202019
Balance of unrecognized tax benefits at beginning of year$822 $752 $520 
Additions based on tax positions related to the current period— 70 340 
Reductions for tax positions of prior periods(101)— (108)
Balance of unrecognized tax benefits at end of year$721 $822 $752 
v3.22.0.1
Nature of the Business and Organization (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Mar. 26, 2021
Dec. 31, 2021
Common Stock    
Subsidiary, Sale of Stock [Line Items]    
Conversion of convertible preferred stock in common stock (in shares) 45,472,229  
IPO    
Subsidiary, Sale of Stock [Line Items]    
Sale of stock, shares issued in transaction (in shares) 16,500,000  
Sale of stock, price per share (in dollars per share) $ 47.00  
Net proceeds after transaction $ 722,981  
Deferred offering costs reclassified into stockholders' equity $ 1,403  
IPO | Common Stock    
Subsidiary, Sale of Stock [Line Items]    
Conversion of convertible preferred stock in common stock (in shares)   45,472,229
v3.22.0.1
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Accounting Policies [Abstract]        
Cash and cash equivalents $ 1,713,387 $ 100,311    
Restricted cash 2,038 2,226    
Total cash, cash equivalents and restricted cash $ 1,715,425 $ 102,537 $ 35,886 $ 33,563
v3.22.0.1
Summary of Significant Accounting Policies - Disclosure of Changes in Allowance for Doubtful Accounts (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Accounts Receivable, Allowance for Credit Loss [Roll Forward]      
Beginning Balance $ 3,104 $ 5,300  
Bad debt expense, net of recoveries 9,207 11,089 $ 10,074
Write-offs (8,099) (13,285)  
Ending Balance $ 4,212 $ 3,104 $ 5,300
v3.22.0.1
Summary of Significant Accounting Policies - Useful Lives of Property and Equipment (Details)
 12 Months Ended
Dec. 31, 2021
Computers and equipment  
Property, Plant and Equipment [Line Items]  
Useful Life 5 years
Furniture and fixtures  
Property, Plant and Equipment [Line Items]  
Useful Life 5 years
Internal-use software  
Property, Plant and Equipment [Line Items]  
Useful Life 3 years
v3.22.0.1
Summary of Significant Accounting Policies - Revenue by Geographic Areas (Details) - Geographic Concentration Risk - Revenue from Contract with Customer
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Revenues from External Customers and Long-Lived Assets [Line Items]      
Concentration risk, percentage 100.00% 100.00% 100.00%
North America      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Concentration risk, percentage 38.00% 38.00% 38.00%
Europe      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Concentration risk, percentage 30.00% 30.00% 30.00%
Asia      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Concentration risk, percentage 22.00% 22.00% 24.00%
Other      
Revenues from External Customers and Long-Lived Assets [Line Items]      
Concentration risk, percentage 10.00% 10.00% 8.00%
v3.22.0.1
Summary of Significant Accounting Policies - Narrative (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
USD ($)
segment
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Concentration Risk [Line Items]      
Goodwill $ 32,170 $ 2,674 $ 2,674
IP addresses $ 39,906 34,270  
Useful life 5 years    
Intangible assets, net $ 3,009 379  
Deferred revenue 4,826 4,873  
Revenue recognized during period 2,672 2,440 1,936
Advertising expense $ 14,577 $ 6,331 $ 8,426
Number of operating segments | segment 1    
Number of reportable segments | segment 1    
Developed technology      
Concentration Risk [Line Items]      
Useful life 3 years    
Geographic Concentration Risk | Revenue from Contract with Customer      
Concentration Risk [Line Items]      
Concentration risk, percentage 100.00% 100.00% 100.00%
U.S. | Geographic Concentration Risk | Revenue from Contract with Customer      
Concentration Risk [Line Items]      
Concentration risk, percentage 31.00% 31.00% 32.00%
U.S. | Geographic Concentration Risk | Property and Equipment      
Concentration Risk [Line Items]      
Concentration risk, percentage 50.00% 48.00%  
Minimum      
Concentration Risk [Line Items]      
Interest rate 0.10%    
Maximum      
Concentration Risk [Line Items]      
Interest rate 0.22%    
Certificates of Deposit      
Concentration Risk [Line Items]      
Payments to acquire cash equivalents $ 620,000    
v3.22.0.1
Acquisitions, Goodwill and Intangible Assets - Narrative (Details) - USD ($)
 12 Months Ended
Sep. 01, 2021
Apr. 04, 2019
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Useful life     5 years    
Goodwill     $ 32,170,000 $ 2,674,000 $ 2,674,000
Amortization of intangible assets     $ 645,000 $ 329,000  
Developed technology          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Useful life     3 years    
Nimbella Corp          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Business acquisition, percentage of voting interests acquired 100.00%        
Tax deductible amount $ 0        
Cash consideration transferred 6,025,000        
Useful life     3 years    
Goodwill $ 29,496,000        
Nanobox, Inc.          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Business acquisition, percentage of voting interests acquired   100.00%      
Tax deductible amount   $ 0      
Cash consideration transferred   $ 3,544,000      
Useful life   3 years      
Goodwill   $ 2,674,000      
Nanobox, Inc. | Developed technology          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Developed technology intangible asset   $ 910,000      
v3.22.0.1
Acquisitions, Goodwill and Intangible Assets - Nimbella Acquisition (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended
Sep. 01, 2021
Jul. 27, 2021
Dec. 31, 2021
Sep. 30, 2021
Business Acquisition [Line Items]        
Stock options, vesting period   7 years    
Acquisition of Nimbella | Restricted Stock        
Business Acquisition [Line Items]        
Granted (in shares) 200,204      
Restricted stock share price (in dollars per share)       $ 63.11
Stock options, vesting period     36 months  
Nimbella Corp        
Business Acquisition [Line Items]        
Cash consideration transferred $ 6,025      
Fair value of common stock issued 27,566      
Total consideration paid $ 33,591      
Shares treated as consideration paid 436,790      
Business acquisition, equity interest issued or issuable, number of shares 636,994      
v3.22.0.1
Acquisitions, Goodwill and Intangible Assets - Assets Acquired (Details) - USD ($)
$ in Thousands
 12 Months Ended
Sep. 01, 2021
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Acquired Finite-Lived Intangible Assets [Line Items]        
Goodwill   $ 32,170 $ 2,674 $ 2,674
Useful life   5 years    
Nimbella Corp        
Acquired Finite-Lived Intangible Assets [Line Items]        
Net tangible assets (including cash acquired) $ 795      
Developed technology 3,300      
Goodwill 29,496      
Total fair value of net assets acquired $ 33,591      
Useful life   3 years    
v3.22.0.1
Acquisitions, Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Sep. 01, 2021
Dec. 31, 2020
Dec. 31, 2019
Goodwill Rollforward [Abstract]        
Goodwill $ 32,170   $ 2,674 $ 2,674
Nimbella Corp        
Goodwill Rollforward [Abstract]        
Goodwill   $ 29,496    
v3.22.0.1
Acquisitions, Goodwill and Intangible Assets - Schedule of Definite Life Intangibles (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]    
IP addresses $ 39,906 $ 34,270
Total carrying value 44,116 35,180
Total accumulated amortization (1,201) (531)
Total intangible assets, net 42,915 34,649
IP addresses    
Finite-Lived Intangible Assets [Line Items]    
IP addresses 39,906 34,270
Developed technology    
Finite-Lived Intangible Assets [Line Items]    
Developed technology 4,210 910
Total accumulated amortization $ (1,201) $ (531)
v3.22.0.1
Acquisitions, Goodwill and Intangible Assets - Schedule of Future Amortization (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Business Combination and Asset Acquisition [Abstract]    
2022 $ 1,176  
2023 1,100  
2024 733  
Thereafter 0  
Total intangible assets, net $ 3,009 $ 379
v3.22.0.1
Balance Sheet Details - Schedule of Property, Plant and Equipment (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 564,136 $ 512,749
Less: accumulated amortization (49,268) (36,186)
Less: accumulated depreciation (265,225) (237,607)
Property and equipment, net 249,643 238,956
Computers and equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 487,484 442,778
Furniture and fixtures    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 1,511 1,511
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 6,820 6,820
Internal-use software    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 68,321 $ 61,640
v3.22.0.1
Balance Sheet Details - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]      
Depreciation $ 74,278 $ 62,016 $ 53,707
Capitalized computer software 7,307 12,854 17,507
Amortization expense related to internal-use software 13,424 13,255 9,146
Impairment loss $ 285 $ 1,222 $ 546
v3.22.0.1
Balance Sheet Details - Schedule of Accrued Other Expenses (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]    
Accrued bonuses $ 19,083 $ 12,512
Accrued capital expenditures 3,398 8,478
Other accrued expenses 9,426 6,035
Total accrued other expenses $ 31,907 $ 27,025
v3.22.0.1
Balance Sheet Details - Summary of Other Current Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Accrued taxes $ 6,755 $ 7,758
Warrant liability 0 14,463
ESPP withholding 1,495 0
Other 599 765
Total other current liabilities $ 8,849 $ 22,986
v3.22.0.1
Fair Value Measurements - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 12 Months Ended
Sep. 30, 2021
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Mar. 26, 2021
Dec. 31, 2015
Dec. 31, 2014
Fair Value Measurement Inputs and Valuation Techniques [Line Items]              
Number of shares called by warrants (in shares)           66,668 241,964
Exercise price of shares called by warrants (in dollars per share)           $ 1.50 $ 2.0663
Warrants, term   10 years          
Shares of common stock reserved for future issuance (in shares)   33,130,000 80,602,519        
Gain on remeasurement of warrants $ 556 $ 556 $ (12,825) $ (411)      
IPO              
Fair Value Measurement Inputs and Valuation Techniques [Line Items]              
Sale of stock, price per share (in dollars per share)         $ 47.00    
Redeemable convertible preferred stock warrants              
Fair Value Measurement Inputs and Valuation Techniques [Line Items]              
Shares of common stock reserved for future issuance (in shares)     308,632        
v3.22.0.1
Fair Value Measurements - Warrant Liability Measurement (Details) - Warrant liability - LEVEL 3 - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrant liability $ 0 $ 14,463
Fair Value, Recurring    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warrant liability $ 0 $ 14,463
v3.22.0.1
Fair Value Measurements - Warrant Pricing Model (Details) - Warrant liability - Black-Scholes option pricing model - Level 3
Dec. 31, 2021
yr
Dec. 31, 2020
yr
Expected life in years    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warranty liability, measurement input 10,000  
Dividend yield    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warranty liability, measurement input 0 0
Minimum | Expected life in years    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warranty liability, measurement input   3.05
Minimum | Risk-Free Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warranty liability, measurement input 0.0234 0.0017
Minimum | Expected volatility    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warranty liability, measurement input 0.76 0.55
Maximum | Expected life in years    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warranty liability, measurement input   3.77
Maximum | Risk-Free Rate    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warranty liability, measurement input 0.0282 0.0024
Maximum | Expected volatility    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Warranty liability, measurement input 0.78 0.57
v3.22.0.1
Fair Value Measurements - Fair Value Adjustments of the Warranty Liability (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Reclassification to Additional paid-in capital $ (13,906)  
Derivative Financial Instruments, Liabilities | Level 3    
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Beginning Balance 14,463 $ 1,638
Fair value adjustment (556) 12,825
Reclassification to Additional paid-in capital (13,907)  
Ending Balance $ 0 $ 14,463
v3.22.0.1
Debt - Schedule of Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Debt Instrument [Line Items]    
Total debt $ 1,462,676 $ 259,683
Less: current portion 0 (17,468)
Long-term debt 1,462,676 242,215
Unamortized discount and debt issuance costs 37,324 1,761
Term Loan    
Debt Instrument [Line Items]    
Total debt 0 165,051
Less: current portion 0 (7,438)
Term Loan | Revolving Credit Facility    
Debt Instrument [Line Items]    
Total debt 0 63,200
Notes payable    
Debt Instrument [Line Items]    
Total debt 0 31,432
Less: current portion 0 (10,030)
Convertible Notes    
Debt Instrument [Line Items]    
Total debt $ 1,462,676 $ 0
v3.22.0.1
Debt - Narrative (Details)
 1 Months Ended 2 Months Ended 3 Months Ended 12 Months Ended
Nov. 30, 2021
USD ($)
d
$ / shares
Dec. 31, 2021
USD ($)
Jun. 30, 2021
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Mar. 31, 2021
USD ($)
Debt Instrument [Line Items]              
Long-term debt   $ 1,462,676,000   $ 1,462,676,000 $ 259,683,000    
Loss on extinguishment of debt       3,435,000 259,000 $ 0  
Interest and amortization of deferred financing fees       3,744,000 13,610,000 9,356,000  
Proceeds from issuance of convertible notes, net of issuance costs $ 1,461,795,000     1,462,195,000 0 0  
Credit Facility              
Debt Instrument [Line Items]              
Line of credit facility, maximum borrowing capacity 320,000,000            
Available borrowing capacity   150,000,000   150,000,000      
Commitment fees on unused balance       362,000 307,000 201,000  
Interest and amortization of deferred financing fees       $ 2,243,000 10,114,000 $ 7,707,000  
Credit Facility | KayBank National Association              
Debt Instrument [Line Items]              
Net debt to EBITDA ratio       4.50      
Debt service coverage ratio       3.00      
Credit Facility | London Interbank Offered Rate (LIBOR) | Variable Rate Component One | Minimum              
Debt Instrument [Line Items]              
Variable rate       2.00%      
Credit Facility | London Interbank Offered Rate (LIBOR) | Variable Rate Component One | Maximum              
Debt Instrument [Line Items]              
Variable rate       4.00%      
Credit Facility | London Interbank Offered Rate (LIBOR) | Variable Rate Component Two | Minimum              
Debt Instrument [Line Items]              
Variable rate       1.00%      
Credit Facility | London Interbank Offered Rate (LIBOR) | Variable Rate Component Two | Maximum              
Debt Instrument [Line Items]              
Variable rate       3.00%      
Notes payable              
Debt Instrument [Line Items]              
Long-term debt   0   $ 0 31,432,000    
Loss on extinguishment of debt       1,783,000      
Interest expense       254,000 2,627,000    
Term Loan              
Debt Instrument [Line Items]              
Long-term debt   0   0 165,051,000    
Loss on extinguishment of debt     $ 1,652,000        
Term Loan | Credit Facility              
Debt Instrument [Line Items]              
Debt instrument, face amount 170,000,000            
Long-term debt             $ 0
Senior Notes              
Debt Instrument [Line Items]              
Long-term debt   1,500,000,000   1,500,000,000      
Senior Notes | Convertible Senior Notes Due 2026              
Debt Instrument [Line Items]              
Debt instrument, face amount $ 1,500,000,000            
Interest and amortization of deferred financing fees   881,000          
Interest rate 0.00%            
Stock price trigger | $ / shares $ 0.000025            
Conversion ratio, number of shares 5.6018            
Conversion price | $ / shares $ 178.51            
Scheduled trading days 25 days            
Redemption price, percentage 100.00%            
Senior Notes | Convertible Senior Notes Due 2026 | Debt Conversion, Period One              
Debt Instrument [Line Items]              
Percentage of stock price trigger 130.00%            
Trading days | d 20,000            
Consecutive trading days | d 30,000            
Senior Notes | Convertible Senior Notes Due 2026 | Debt Conversion, Period Two              
Debt Instrument [Line Items]              
Consecutive trading days | d 10,000            
Business days after trading period | d 5,000            
Redemption price, percentage 98.00%            
Senior Notes | Convertible Senior Notes Due 2026 | Underwriters' Option              
Debt Instrument [Line Items]              
Consideration received $ 200,000,000            
Line of Credit | Revolving Credit Facility              
Debt Instrument [Line Items]              
Long-term debt   $ 0   $ 0 $ 63,200,000    
Line of Credit | Credit Facility | Revolving Credit Facility              
Debt Instrument [Line Items]              
Line of credit facility, maximum borrowing capacity $ 150,000,000            
Line of Credit | Credit Facility | Revolving Credit Facility | Minimum              
Debt Instrument [Line Items]              
Commitment fee percentage       0.25%      
Line of Credit | Credit Facility | Revolving Credit Facility | Maximum              
Debt Instrument [Line Items]              
Commitment fee percentage       0.40%      
v3.22.0.1
Operating Leases - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Leases [Abstract]      
Operating leases, rent expense $ 49,923 $ 41,912 $ 34,897
v3.22.0.1
Operating Leases - Maturities of Operating Leases (Details)
$ in Thousands
Dec. 31, 2021
USD ($)
Leases [Abstract]  
2022 $ 48,669
2023 37,961
2024 36,974
2025 7,447
2026 3,025
Thereafter 762
Total minimum operating lease payments $ 134,838
v3.22.0.1
Commitments and Contingencies - Scheduled of Future Purchase Commitments (Details)
$ in Thousands
Dec. 31, 2021
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
2022 $ 8,548
2023 6,170
2024 4,452
Thereafter 0
Total purchase commitments $ 19,170
v3.22.0.1
Commitments and Contingencies - Narrative (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]    
Letters of credit outstanding, amount $ 2,038 $ 2,038
v3.22.0.1
Stockholders’ Equity (Deficit) - Common Stock (Details)
$ / shares in Units, $ in Millions
 1 Months Ended 12 Months Ended
Nov. 30, 2021
USD ($)
$ / shares
shares
Dec. 31, 2021
vote
$ / shares
shares
Dec. 31, 2020
$ / shares
shares
Equity [Abstract]      
Common stock, voting rights | vote   1  
Common stock, shares authorized (in shares) | shares   750,000,000 111,400,000
Common stock, shares authorized, par value (in USD per share) | $ / shares   $ 0.000025 $ 0.000025
Common stock repurchased (in shares) | shares 2,940,929    
Common stock retired (in shares) | shares 2,940,929    
Common stock repurchased (in usd per share) | $ / shares $ 119.01    
Common stock retired (in usd per share) | $ / shares $ 119.01    
Cost to repurchase common stock | $ $ 350.0    
Cost to retire common stock | $ $ 350.0    
v3.22.0.1
Stockholders’ Equity (Deficit) - Common Stock Reserved for Future Issuance (Details) - shares
Dec. 31, 2021
Dec. 31, 2020
Class of Stock [Line Items]    
Shares of common stock reserved for future issuance (in shares) 33,130,000 80,602,519
2021 Equity Incentive Plan    
Class of Stock [Line Items]    
Shares of common stock reserved for future issuance (in shares) 30,930,000 34,821,642
Employee Stock Purchase Plan    
Class of Stock [Line Items]    
Shares of common stock reserved for future issuance (in shares) 2,200,000 0
Series Seed preferred stock    
Class of Stock [Line Items]    
Shares of common stock reserved for future issuance (in shares) 0 12,517,832
Series A-1 preferred stock    
Class of Stock [Line Items]    
Shares of common stock reserved for future issuance (in shares) 0 18,304,108
Series B preferred stock    
Class of Stock [Line Items]    
Shares of common stock reserved for future issuance (in shares) 0 10,237,032
Series C preferred stock    
Class of Stock [Line Items]    
Shares of common stock reserved for future issuance (in shares) 0 4,721,905
Redeemable convertible preferred stock warrants    
Class of Stock [Line Items]    
Shares of common stock reserved for future issuance (in shares)   308,632
v3.22.0.1
Stockholders’ Equity (Deficit) - Preferred Stock (Details) - $ / shares
Dec. 31, 2021
Dec. 31, 2020
Equity [Abstract]    
Preferred stock, shares authorized (in shares) 10,000,000 0
Preferred stock, par value (in usd per share) $ 0.000025 $ 0.000025
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
v3.22.0.1
Stockholders’ Equity (Deficit) - Redeemable Convertible Preferred Stock (Details) - USD ($)
$ in Thousands
 12 Months Ended
Mar. 26, 2021
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Class of Stock [Line Items]          
Conversion of convertible preferred stock to common stock in connection with initial public offering (in shares) 45,472,229 45,472,229      
Conversion of convertible preferred stock   $ 173,074      
Redeemable preferred stock, shares authorized (in shares)   0      
Redeemable convertible preferred stock, issued (in shares)   0      
Redeemable convertible preferred stock, outstanding (in shares)   0 45,472,229 40,750,324 40,750,324
Common Stock          
Class of Stock [Line Items]          
Conversion of convertible preferred stock $ 173,074        
v3.22.0.1
Stockholders’ Equity (Deficit) - Common Stock Warrants (Details) - $ / shares
 1 Months Ended
Jul. 31, 2021
Apr. 30, 2021
Dec. 31, 2021
Dec. 31, 2015
Dec. 31, 2014
Class of Stock [Line Items]          
Number of shares called by warrants (in shares)       66,668 241,964
Exercise price of shares called by warrants (in dollars per share)       $ 1.50 $ 2.0663
Warrants, term     10 years    
Warrants outstanding 0        
Common Stock | Warrants Exercised          
Class of Stock [Line Items]          
Conversion of stock, shares issued (in shares) 232,520 64,328      
v3.22.0.1
Stockholders’ Equity (Deficit) - Treasury Stock (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Equity [Abstract]    
Treasury stock, shares (in shares) 1,968,228 1,968,228
Treasury stock, value $ (4,598) $ (4,598)
v3.22.0.1
Stock-Based Compensation - Equity Incentive Plan (Details)
Dec. 31, 2021
shares
2021 Stock Plan  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Aggregate number of shares of common stock awarded (in shares) 30,930,000
v3.22.0.1
Stock-Based Compensation - Stock Options (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 12 Months Ended
Jul. 27, 2021
Mar. 31, 2021
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2021
Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stock options, vesting period 7 years          
Stock options, exercised in period, intrinsic value     $ 189,422 $ 23,018   $ 10,361
Stock options, granted in period, weighted average grant date fair value (in dollars per share)       $ 10.01   $ 2.62
Options, granted, number (in shares)         0  
Stock options, granted in period, aggregate estimated fair value     22,395 $ 9,810   $ 6,338
Stock options, unrecognized stock-based compensation expense     $ 28,609   $ 28,609  
Stock Options            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stock options, expiration period         10 years  
Stock options, vesting period         4 years  
Unrecognized stock-based compensation expense, average recognition period   2 years 5 months 8 days        
v3.22.0.1
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Jan. 01, 2021
Dec. 31, 2021
Number of Options Outstanding    
Number of options outstanding at the beginning of the period (in shares) 16,933,494 16,933,494
Exercised (in shares)   (3,704,250)
Forfeited or cancelled (in shares)   (795,085)
Number of options outstanding at the end of the period (in shares)   12,434,159
Vested and exercisable at end of period (in shares)   6,245,987
Vested and unvested expected to vest at end of period (in shares)   10,694,123
Weighted-Average Exercise Price    
Weighted-average exercise price outstanding at beginning of period (in dollars per share) $ 6.73 $ 6.73
Exercised (in dollars per share)   4.96
Forfeited or cancelled (in dollars per share)   7.87
Weighted-average exercise price outstanding at end of period (in dollars per share)   7.19
Vested and exercisable at end of period (in dollars per share)   5.83
Vested and unvested expected to vest at end of period (in dollars per share)   $ 6.81
Weighted-Average Remaining Life in Years    
Weighted average remaining life (in years) 8 years 5 months 8 days 7 years 7 months 20 days
Vested and exercisable at end of period (in years)   7 years 2 months 19 days
Vested and unvested expected to vest at end of period (in years)   7 years 6 months 18 days
Aggregate Intrinsic Value    
Aggregate intrinsic value at beginning of period $ 596,767 $ 596,767
Aggregate intrinsic value at end of period   909,494
Vested and exercisable at December 31, 2021   465,348
Vested and unvested expected to vest at December 31, 2021   $ 786,229
v3.22.0.1
Stock-Based Compensation - Stock Option Pricing Model (Details) - Stock Options
 12 Months Ended
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Expected volatility 52.06%
Expected life in years 6 years
Risk-free interest rate 0.57%
Dividend yield 0.00%
v3.22.0.1
Stock-Based Compensation - RSUs (Details) - USD ($)
$ in Thousands
 12 Months Ended
Jul. 27, 2021
Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
RSUs, vesting period 7 years  
RSUs    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
RSUs, vesting period   4 years
Unrecognized stock-based compensation expense   $ 78,268
Unrecognized stock-based compensation expense, average recognition period   3 years 2 months 12 days
v3.22.0.1
Stock-Based Compensation - Schedule of RSU & PRSU Activity (Details)
 12 Months Ended
Dec. 31, 2021
$ / shares
shares
RSUs  
Shares  
Unvested balance at beginning of period (in shares) | shares 413,750
Granted (in shares) | shares 3,253,645
Vested (in shares) | shares (152,903)
Forfeited or cancelled (in shares) | shares (180,355)
Unvested balance at end of period (in shares) | shares 3,334,137
Vested and expected to vest (in shares) | shares 2,135,576
Weighted-Average Fair Value  
Unvested balance at beginning of period (in dollars per share) | $ / shares $ 13.69
Granted (in dollars per share) | $ / shares 48.68
Vested (in dollars per share) | $ / shares 24.60
Forfeited or cancelled (in dollars per share) | $ / shares 43.33
Unvested balance at end of period (in dollars per share) | $ / shares 45.74
Vested and expected to vest (in dollars per share) | $ / shares $ 45.74
PRSUs  
Shares  
Unvested balance at beginning of period (in shares) | shares 0
Granted (in shares) | shares 578,949
Unvested balance at end of period (in shares) | shares 578,949
Weighted-Average Fair Value  
Unvested balance at beginning of period (in dollars per share) | $ / shares $ 0
Granted (in dollars per share) | $ / shares 48.04
Unvested balance at end of period (in dollars per share) | $ / shares $ 48.04
v3.22.0.1
Stock-Based Compensation - PRSUs (Details)
$ in Thousands
 12 Months Ended
Jul. 27, 2021
segment
Jun. 10, 2021
segment
Dec. 31, 2021
USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Number of trading days 90    
PRSUs      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Unrecognized stock-based compensation expense | $     $ 7,894
Unrecognized stock-based compensation expense, average recognition period     1 year
Number of quarterly installments   8  
PRSUs | 1      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vesting percentage   33.33%  
PRSUs | Maximum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Number of trading days   2  
v3.22.0.1
Stock-Based Compensation - MRSUs (Details)
$ in Thousands
 12 Months Ended
Jul. 27, 2021
USD ($)
segment
tranche
shares
Dec. 31, 2021
USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Stock options, vesting period 7 years  
Number of trading days | segment 90  
MRSUs    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Shares of common stock reserved for future issuance, number available for grant (in shares) | shares 3,000,000  
Grant date fair value $ 75,300  
Number of tranches | tranche 5  
Unrecognized stock-based compensation expense   $ 67,830
Weighted-average period expected for recognition of compensation expense   4 years 4 months 20 days
MRSUs | 1    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting percentage 14.00%  
MRSUs | 2    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting percentage 14.00%  
MRSUs | 3    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting percentage 14.00%  
MRSUs | 4    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting percentage 14.00%  
MRSUs | 5    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting percentage 14.00%  
MRSUs | 6    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting percentage 15.00%  
MRSUs | 7    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Vesting percentage 15.00%  
v3.22.0.1
Stock-Based Compensation - MRSUs Share-Based Payment Arrangements and Price Targets (Details) - MRSUs
Jul. 27, 2021
$ / shares
shares
1  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Company stock price target (in dollars per share) | $ / shares $ 93.50
Number of eligible MRSUs (in shares) | shares 475,000
2  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Company stock price target (in dollars per share) | $ / shares $ 140.00
Number of eligible MRSUs (in shares) | shares 575,000
3  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Company stock price target (in dollars per share) | $ / shares $ 187.00
Number of eligible MRSUs (in shares) | shares 650,000
4  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Company stock price target (in dollars per share) | $ / shares $ 233.50
Number of eligible MRSUs (in shares) | shares 650,000
5  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Company stock price target (in dollars per share) | $ / shares $ 280.50
Number of eligible MRSUs (in shares) | shares 650,000
v3.22.0.1
Stock-Based Compensation - Schedule of MRSU Activity (Details) - MRSU
 12 Months Ended
Dec. 31, 2021
$ / shares
shares
Shares  
Unvested balance at beginning of period (in shares) | shares 0
Granted (in shares) | shares 3,000,000
Unvested balance at end of period (in shares) | shares 3,000,000
Weighted-Average Fair Value  
Unvested balance at beginning of period (in dollars per share) | $ / shares $ 0
Granted (in dollars per share) | $ / shares 25.12
Unvested balance at end of period (in dollars per share) | $ / shares $ 25.12
v3.22.0.1
Stock-Based Compensation - MRSUs Pricing Model (Details) - MRSU
 12 Months Ended
Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Expected volatility 46.27%
Expected life in years 7 years
Risk-free interest rate 1.01%
Dividend yield 0.00%
v3.22.0.1
Stock-Based Compensation - ESPP and RSUs (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 12 Months Ended
Nov. 19, 2021
Sep. 01, 2021
Jul. 27, 2021
Dec. 31, 2021
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Sep. 30, 2021
Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Stock-based compensation expense         $ 61,577 $ 29,456 $ 18,646    
Stock options, vesting period     7 years            
IPO                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Share-based award, amount withheld for employees         $ 1,495        
2021 Employee Stock Purchase Plan | Employee Stock Purchase Plan                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Shares of common stock authorized for future issuance (in shares)                 2,200,000
Purchase price of common stock, percent 85.00%                
Purchases related to ESPP (in shares)         117,996        
Shares of common stock reserved for future issuance, number available for grant (in shares)       2,082,004 2,082,004        
Stock-based compensation expense         $ 3,097        
Acquisition of Nimbella | Restricted Stock                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Granted (in shares)   200,204              
Restricted stock share price (in dollars per share)               $ 63.11  
Value of restricted stock granted to founders of Nimbella   $ 12,635              
Stock options, vesting period       36 months          
Unrecognized stock-based compensation expense       $ 11,228 $ 11,228        
Weighted-average period expected for recognition of compensation expense         2 years 8 months 12 days        
v3.22.0.1
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Stock-based compensation expense $ 61,577 $ 29,456 $ 18,646
Cost of revenue      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Stock-based compensation expense 1,147 545 1,142
Research and development      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Stock-based compensation expense 23,315 7,765 4,688
Sales and marketing      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Stock-based compensation expense 8,471 1,924 539
General and administrative      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Stock-based compensation expense $ 28,644 $ 19,222 $ 12,277
v3.22.0.1
Stock-Based Compensation - Stock-Based Compensation (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Stock-based compensation expense $ 61,577 $ 29,456 $ 18,646
Current and former employees      
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]      
Stock-based compensation expense $ 0 $ 18,343 $ 12,056
v3.22.0.1
Net Loss per Share Attributable to Common Stockholder - Schedule of Net Loss Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Numerator:      
Net loss attributable to common stockholders, basic $ (19,503) $ (43,568) $ (40,390)
Net loss attributable to common stockholders, diluted $ (19,503) $ (43,568) $ (40,390)
Denominator:      
Weighted average shares used to compute net loss per share, basic (in shares) 93,224,000 41,658,000 38,004,000
Weighted average shares used to compute net loss per share, diluted (in shares) 93,224,000 41,658,000 38,004,000
Net loss per share attributable to common stockholders, basic (in dollars per share) $ (0.21) $ (1.05) $ (1.06)
Net loss per share attributable to common stockholders, diluted (in dollars per share) $ (0.21) $ (1.05) $ (1.06)
v3.22.0.1
Net Loss per Share Attributable to Common Stockholder - Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share (Details) - shares
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of loss per share, amount (in shares) 28,018,336 63,128,105 59,057,139
Series Seed      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of loss per share, amount (in shares) 0 12,517,832 12,517,832
Series A-1      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of loss per share, amount (in shares) 0 17,995,460 17,995,460
Series B      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of loss per share, amount (in shares) 0 10,237,032 10,237,032
Series C      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of loss per share, amount (in shares) 0 4,721,905 0
Warrants      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of loss per share, amount (in shares) 0 308,632 308,632
Stock Options      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of loss per share, amount (in shares) 12,434,159 16,933,494 17,998,183
RSUs      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of loss per share, amount (in shares) 3,334,137 413,750 0
PRSUs      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of loss per share, amount (in shares) 578,949 0 0
MRSU      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of loss per share, amount (in shares) 3,000,000 0 0
ESPP      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of loss per share, amount (in shares) 268,391 0 0
Convertible Notes      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of loss per share, amount (in shares) 8,402,700 0 0
v3.22.0.1
Income Taxes - Total Loss Before Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Tax Disclosure [Abstract]      
U.S. $ (20,285) $ (44,163) $ (40,985)
Foreign 2,084 1,506 1,388
Loss before income taxes $ (18,201) $ (42,657) $ (39,597)
v3.22.0.1
Income Taxes - Schedule of Current and Deferred Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Current:      
Federal $ 0 $ 0 $ 0
State 138 59 66
Foreign 1,147 781 735
Total current 1,285 840 801
Deferred:      
Federal (103) 81 (6)
State 45 32 12
Foreign 75 (42) (14)
Total deferred 17 71 (8)
Total income tax expense $ 1,302 $ 911 $ 793
v3.22.0.1
Income Taxes - Tax Rate Reconciliation (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Tax Disclosure [Abstract]      
Tax benefit at federal statutory rate $ (3,836) $ (8,957) $ (8,316)
State and local taxes, net of federal benefit (239) 72 65
Foreign tax rate differential 207 136 98
Stock-based compensation (22,071) 4,001 2,602
Unrealized loss on warrant liability 3,150 0 0
Nondeductible/nontaxable items 473 149 395
Unrecognized tax positions (40) 119 257
Change in valuation allowance 21,969 5,578 5,564
GILTI 0 199 270
162(m) limitation 4,927 0 0
Warrant exercise (3,419) 0 0
Other 181 (386) (142)
Total income tax expense $ 1,302 $ 911 $ 793
v3.22.0.1
Income Taxes - Deferred Tax Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Deferred tax assets:      
Accounts receivable $ 957 $ 737  
Accrued expenses 154 602  
Net operating loss carryforwards 44,049 23,779  
Warrant liability 0 3,276  
Stock-based compensation 5,513 1,573  
Rent payable 499 629  
Tax credit carryforwards 70 0  
Other 570 121  
Gross deferred tax assets 51,812 30,717  
Deferred tax liability      
Depreciation and amortization (9,226) (9,896)  
Gross deferred tax liability (9,226) (9,896)  
Less: valuation allowance (42,919) (20,950) $ (15,372)
Total net deferred tax liability $ (333) $ (129)  
v3.22.0.1
Income Taxes - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Tax Contingency [Line Items]      
Operating loss carryforwards $ 462,405    
Valuation allowance 42,919 $ 20,950 $ 15,372
Income tax expense 1,302 $ 911 $ 793
Federal      
Income Tax Contingency [Line Items]      
Operating loss carryforwards 192,055    
State and local      
Income Tax Contingency [Line Items]      
Operating loss carryforwards $ 270,350    
v3.22.0.1
Income Taxes - Schedule of NOLs (Details)
$ in Thousands
Dec. 31, 2021
USD ($)
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards $ 462,405
1-3 Years  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 0
3-5 Years  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 1,005
More than 5 Years  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 278,141
Unlimited  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 183,259
Federal  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 192,055
Federal | 1-3 Years  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 0
Federal | 3-5 Years  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 0
Federal | More than 5 Years  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 47,617
Federal | Unlimited  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 144,438
State and local  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 270,350
State and local | 1-3 Years  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 0
State and local | 3-5 Years  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 1,005
State and local | More than 5 Years  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 230,524
State and local | Unlimited  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards $ 38,821
v3.22.0.1
Income Taxes - Valuation Allowance (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Summary of Valuation Allowance, Rollforward    
Balance as of the beginning of period $ (20,950) $ (15,372)
Additions charged to expense (21,969) (5,578)
Balance as of the end of period $ (42,919) $ (20,950)
v3.22.0.1
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]      
Balance of unrecognized tax benefits at beginning of year $ 822 $ 752 $ 520
Additions based on tax positions related to the current period 0 70 340
Reductions for tax positions of prior periods (101) 0 (108)
Balance of unrecognized tax benefits at end of year $ 721 $ 822 $ 752
v3.22.0.1
Employee Benefit Plan (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Defined Contribution Plan Disclosure [Line Items]      
Percent of employees' gross pay 3.00%    
Contributions made $ 2,963 $ 2,779 $ 2,331
Contributions up to 3% of gross pay      
Defined Contribution Plan Disclosure [Line Items]      
Company's match (percent) 100.00%    
Contributions up to 3%-5% of gross pay      
Defined Contribution Plan Disclosure [Line Items]      
Company's match (percent) 50.00%    
Minimum      
Defined Contribution Plan Disclosure [Line Items]      
Percent of employees' gross pay 3.00%    
Maximum      
Defined Contribution Plan Disclosure [Line Items]      
Percent of employees' gross pay 5.00%    
v3.22.0.1
Related Party Transactions (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Related Party Transaction [Line Items]      
Stock-based compensation expense $ 61,577 $ 29,456 $ 18,646
Current and former employees      
Related Party Transaction [Line Items]      
Stock-based compensation expense $ 0 $ 18,343 $ 12,056
v3.22.0.1
Subsequent Events - Narrative (Details)
$ in Thousands
Feb. 23, 2022
USD ($)
Subsequent Event  
Subsequent Event [Line Items]  
Stock repurchase program, authorized amount $ 300,000