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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2022
OR
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☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to ________
Commission file number 001-40806
Freshworks Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 2950 S Delaware Street, Suite 201 | 33-1218825 |
(State or other jurisdiction of incorporation or organization) | San Mateo, CA 94403 | (I.R.S. Employer Identification No.) |
(Address of Principal executive offices)
(650) 513-0514
Registrant's telephone number, including area code
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Class A common stock, par value $0.00001 per share | | FRSH | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☐ |
| | Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of April 30, 2022, the number of shares of registrant’s Class A common stock outstanding was 106,148,228 and the number of shares of the registrant’s Class B common stock outstanding was 178,023,073.
FRESHWORKS INC.
TABLE OF CONTENTS
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SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act), about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial condition, business strategy, and plans and objectives of management for future operations are forward-looking statements. In some cases, forward-looking statements may be identified by words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would,” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:
•our expectations regarding our annual recurring revenue (ARR), revenue, expenses, and other operating results;
•our ability to acquire new customers and successfully retain existing customers;
•our ability to increase the number of users who access our platform;
•our ability to increase usage of existing products;
•our ability to effectively manage our growth;
•our ability to achieve or sustain profitability;
•future investments in our business, our anticipated capital expenditures, and our estimates regarding our capital requirements;
•the costs and success of our sales and marketing efforts, and our ability to maintain and enhance our brand;
•the estimated addressable market opportunity for existing products and new products;
•our reliance on key personnel and our ability to identify, recruit, and retain skilled personnel;
•our ability to effectively manage our growth, including any international expansion;
•our ability to protect our intellectual property rights and any costs associated therewith;
•the effects of the coronavirus, or COVID-19, pandemic or other public health crises;
•our ability to compete effectively with existing competitors and new market entrants; and
•the size and growth rates of the markets in which we compete.
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that such information provides a reasonable basis for these statements, that information may
be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.
Where You Can Find More Information
We announce material information to the public through a variety of means, including filings with the U.S. Securities and Exchange Commission, press releases, public conference calls, our website (freshworks.com) and the investor relations section of our website (ir.freshworks.com). We use these channels to communicate with investors and the public about our company, our products and services and other matters. Therefore, we encourage investors, the media and others interested in our company to review the information we make public in these locations, as such information could be deemed to be material information.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
FRESHWORKS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
(unaudited)
| | | | | | | | | | | | |
| March 31, 2022 | | December 31, 2021 | |
Assets | | | | |
Current assets: | | | | |
Cash and cash equivalents | $ | 603,466 | | | $ | 747,861 | | |
Marketable securities | 594,332 | | | 575,679 | | |
Accounts receivable, net of allowance of $5,517 and $6,030 | 48,482 | | | 51,756 | | |
Deferred contract acquisition costs | 15,729 | | | 14,640 | | |
Prepaid expenses and other current assets | 37,681 | | | 31,440 | | |
Total current assets | 1,299,690 | | | 1,421,376 | | |
Property and equipment, net | 21,089 | | | 21,478 | | |
Operating lease right-of-use assets | 28,237 | | | — | | |
Deferred contract acquisition costs, noncurrent | 15,243 | | | 15,007 | | |
Intangible assets, net | 1,270 | | | 1,894 | | |
Goodwill | 6,181 | | | 6,181 | | |
Deferred tax assets | 5,858 | | | 6,284 | | |
Other assets | 13,113 | | | 10,592 | | |
Total assets | $ | 1,390,681 | | | $ | 1,482,812 | | |
Liabilities and Stockholders' Equity | | | | |
Current liabilities: | | | | |
Accounts payable | $ | 3,798 | | | $ | 6,321 | | |
Accrued liabilities | 53,100 | | | 55,829 | | |
Deferred revenue | 174,412 | | | 160,173 | | |
Income tax payable | 385 | | | 1,023 | | |
Total current liabilities | 231,695 | | | 223,346 | | |
Operating lease liabilities, non-current | 26,934 | | | — | | |
Other liabilities | 20,834 | | | 21,427 | | |
Total liabilities | 279,463 | | | 244,773 | | |
Commitments and contingencies (Note 8) | | | | |
Stockholders' equity: | | | | |
Preferred stock, $0.00001 par value per share; 10,000,000 shares authorized as of March 31, 2022 and December 31, 2021; zero shares issued and outstanding as of March 31, 2022 and December 31, 2021 | — | | | — | | |
Class A common stock, $0.00001 par value per share; 1,000,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 97,648,760 and 50,554,821 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 1 | | | — | | |
Class B common stock, $0.00001 par value per share; 350,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 185,421,500 and 222,739,562 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 2 | | | 3 | | |
FRESHWORKS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
(unaudited)
| | | | | | | | | | | | |
| March 31, 2022 | | December 31, 2021 | |
Additional paid-in capital | 4,435,568 | | | 4,509,724 | | |
Accumulated other comprehensive loss | (4,353) | | | (747) | | |
Accumulated deficit | (3,320,000) | | | (3,270,941) | | |
Total stockholders' equity | 1,111,218 | | | 1,238,039 | | |
Total liabilities and stockholders' equity | $ | 1,390,681 | | | $ | 1,482,812 | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
FRESHWORKS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2022 | | 2021 |
Revenue | $ | 114,637 | | | $ | 80,587 | |
Cost of revenue | 22,395 | | | 16,693 | |
Gross profit | 92,242 | | | 63,894 | |
Operating expense: | | | |
Research and development | 30,717 | | | 15,395 | |
Sales and marketing | 71,466 | | | 42,508 | |
General and administrative | 37,183 | | | 7,706 | |
Total operating expenses | 139,366 | | | 65,609 | |
Loss from operations | (47,124) | | | (1,715) | |
Interest and other income, net | 602 | | | 373 | |
Loss before income taxes | (46,522) | | | (1,342) | |
Provision for income taxes | 2,537 | | | 1,073 | |
Net loss | (49,059) | | | (2,415) | |
Decretion of redeemable convertible preferred stock | — | | | 216,131 | |
Undistributed earnings allocated to preferred stockholders | — | | | (144,221) | |
Net (loss) income attributable to common stockholders - basic | $ | (49,059) | | | $ | 69,495 | |
Undistributed earnings allocated to preferred stockholders | — | | | 144,221 | |
Decretion of redeemable convertible preferred stock | — | | | (216,131) | |
Net loss attributable to common stockholders - diluted | $ | (49,059) | | | $ | (2,415) | |
| | | |
Net (loss) income per share attributable to common stockholders - basic | $ | (0.18) | | | $ | 0.89 | |
Net loss per share attributable to common stockholders - diluted | $ | (0.18) | | | $ | (0.01) | |
Weighted average shares used in computing net (loss) income per share attributable to common stockholders - basic | 278,186 | | | 77,696 | |
Weighted average shares used in computing net loss per share attributable to common stockholders - diluted | 278,186 | | | 233,440 | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
FRESHWORKS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
(unaudited)
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2022 | | 2021 |
Net loss | $ | (49,059) | | | $ | (2,415) | |
Other comprehensive loss: | | | |
Unrealized loss on marketable securities | (3,606) | | | (248) | |
Comprehensive loss | $ | (52,665) | | | $ | (2,663) | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
FRESHWORKS INC.
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
(in thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2022 |
| | Redeemable Convertible Preferred Stock | | | Common Stock | | Additional Paid-in Capital | | Accumulated Other Comprehensive Loss | | Accumulated Deficit | | Total Stockholders' (Deficit) Equity |
| | Shares | | Amount | | | Shares | | Amount | | | | |
Balances as of December 31, 2021 | | — | | | $ | — | | | | 273,294 | | | $ | 3 | | | $ | 4,509,724 | | | $ | (747) | | | $ | (3,270,941) | | | $ | 1,238,039 | |
Issuance of common stock upon exercise of stock options | | — | | | — | | | | 113 | | | — | | | 29 | | | — | | | — | | | 29 | |
Issuance of common stock upon vesting and settlement of restricted stock units, net of shares withheld for taxes | | — | | | — | | | | 9,663 | | | — | | | (120,810) | | | — | | | — | | | (120,810) | |
Stock-based compensation | | — | | | — | | | | — | | | — | | | 46,625 | | | — | | | — | | | 46,625 | |
Unrealized loss on marketable securities | | — | | | — | | | | — | | | — | | | — | | | (3,606) | | | — | | | (3,606) | |
Net loss | | — | | | — | | | | — | | | — | | | — | | | — | | | (49,059) | | | (49,059) | |
Balances as of March 31, 2022 | | — | | | $ | — | | | | 283,070 | | | $ | 3 | | | $ | 4,435,568 | | | $ | (4,353) | | | $ | (3,320,000) | | | $ | 1,111,218 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2021 |
| | Redeemable Convertible Preferred Stock | | | Common Stock | | Additional Paid-in Capital | | Accumulated Other Comprehensive Income | | Accumulated Deficit | | Total Stockholders' Deficit |
| | Shares | | Amount | | | Shares | | Amount | | | | |
Balances as of December 31, 2020 | | 153,938 | | | $ | 2,895,096 | | | | 77,619 | | | $ | 1 | | | $ | — | | | $ | 411 | | | $ | (2,697,153) | | | $ | (2,696,741) | |
Decretion of redeemable convertible preferred stock | | — | | | (216,131) | | | | — | | | — | | | 75,582 | | | — | | | 140,549 | | | 216,131 | |
Issuance of common stock upon exercise of stock options | | — | | | — | | | | 131 | | | — | | | 21 | | | — | | | — | | | 21 | |
| | | | | | | | | | | | | | | | | |
Unrealized loss on marketable securities | | — | | | — | | | | — | | | — | | | — | | | (248) | | | — | | | (248) | |
Net loss | | — | | | — | | | | — | | | — | | | — | | | — | | | (2,415) | | | (2,415) | |
Balances as of March 31, 2021 | | 153,938 | | | $ | 2,678,965 | | | | 77,750 | | | $ | 1 | | | $ | 75,603 | | | $ | 163 | | | $ | (2,559,019) | | | $ | (2,483,252) | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
FRESHWORKS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2022 | | 2021 |
Cash Flows Operating Activities: | | | |
Net loss | $ | (49,059) | | | $ | (2,415) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | |
Depreciation and amortization | 2,973 | | | 3,201 | |
Amortization of deferred contract acquisition costs | 4,275 | | | 2,659 | |
Non-cash lease expense | 1,404 | | | — | |
Stock-based compensation | 46,625 | | | — | |
Premium amortization on marketable securities | 766 | | | 363 | |
| | | |
Change in fair value of equity securities | (85) | | | (27) | |
Deferred income taxes | 309 | | | — | |
Other | 754 | | | (67) | |
Changes in operating assets and liabilities: | | | |
Accounts receivable | 3,160 | | | (2,833) | |
Deferred contract acquisition costs | (5,600) | | | (4,790) | |
Prepaid expenses and other assets | (8,685) | | | 3,299 | |
Accounts payable | (2,059) | | | 689 | |
Accrued and other liabilities | (4,972) | | | (9,277) | |
Deferred revenue | 14,239 | | | 16,975 | |
Operating lease liabilities | (2,690) | | | — | |
Net cash provided by operating activities | 1,355 | | | 7,777 | |
Cash Flows from Investing Activities: | | | |
Purchases of property and equipment | (1,397) | | | (1,987) | |
Proceeds from sale of property and equipment | 17 | | | 102 | |
Capitalized internal-use software | (1,344) | | | (956) | |
Purchases of marketable securities | (151,408) | | | (26,381) | |
Sales of marketable securities | 58,736 | | | 2,510 | |
Maturities and redemptions of marketable securities | 69,750 | | | 42,462 | |
Net cash (used in) provided by investing activities | (25,646) | | | 15,750 | |
Cash Flows from Financing Activities: | | | |
Proceeds from exercise of stock options | 28 | | | 21 | |
Payment of withholding taxes on net share settlement of equity awards | (119,948) | | | — | |
Payment of deferred offering costs | (109) | | | (28) | |
Net cash (used in) financing activities | (120,029) | | | (7) | |
Net (decrease) increase in cash, cash equivalents and restricted cash | (144,320) | | | 23,520 | |
Cash, cash equivalents and restricted cash, beginning of period | 747,864 | | | 98,331 | |
Cash, cash equivalents and restricted cash, end of period | $ | 603,544 | | | $ | 121,851 | |
| | | |
Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets: | | | |
Cash and cash equivalents | $ | 603,466 | | | $ | 120,716 | |
Restricted cash included in prepaid expenses and other current assets | 46 | | | 116 | |
Restricted cash included in other assets | 32 | | | 1,019 | |
Total cash, cash equivalents and restricted cash | $ | 603,544 | | | $ | 121,851 | |
| | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2022 | | 2021 |
Supplemental cash flow information: | | | | |
Cash paid for taxes | | $ | 3,649 | | | $ | 2,593 | |
Non-cash investing and financing activities: | | | | |
Operating lease right-of-use assets obtained in exchange for operating lease obligations | | $ | 5,324 | | | $ | — | |
Decretion of redeemable convertible preferred stock | | $ | — | | | $ | (216,131) | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
FRESHWORKS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1.Business, Basis of Presentation and Summary of Significant Accounting Policies
Description of business
Freshworks Inc. (Freshworks, or the Company) is a software development company that provides modern software-as-a-service (SaaS) products that are designed with the user in mind. The Company was incorporated in Delaware in 2010 and is headquartered in San Mateo, California.
In September 2021, the Company completed its initial public offering (IPO), in which it issued and sold 31,350,000 shares of its newly authorized Class A common stock at $36.00 per share. The Company received net proceeds of approximately $1.1 billion from the IPO, net of underwriters’ discounts.
Upon completion of the IPO, the majority of shares of Class B common stock then outstanding were automatically converted to Class A common stock on a one-to-one basis, unless an option to remain as Class B common stock was elected by the holder. In addition, all shares of redeemable convertible preferred stock then outstanding were converted into 153,937,730 shares of common stock on a one-to-one basis and then reclassified into Class B common stock.
Upon the Company's IPO, the liquidity event condition was met for all restricted stock units (RSUs). RSUs that had already met the service condition at that date were entitled to one share of Class B common stock for each vested RSU.
In September 2021, the Company also completed a 10-for-one forward stock split of the Company's authorized, issued and outstanding stock. All share and per share information included in the accompanying condensed consolidated financial statements and notes thereto have been adjusted on a retrospective basis to reflect the stock split.
Basis of Presentation and Principles of Consolidation
The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, and all intercompany balances and transactions have been eliminated in consolidation.
Unaudited Interim Consolidated Financial Statements
The accompanying condensed consolidated balance sheet as of March 31, 2022, the condensed consolidated statements of operations, of comprehensive loss, of cash flows, and of redeemable convertible preferred stock and stockholders’ equity (deficit) for the three months ended March 31, 2022 and 2021, and the related notes to such condensed consolidated financial statements are unaudited. These unaudited condensed consolidated financial statements are presented in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (SEC) and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. In management’s opinion, the unaudited condensed consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2022 and its results of operations and cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period.
The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on February 23, 2022.
Use of Estimates
The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of income and expense during the reporting periods. Significant items subject to such estimates and assumptions include, but are not limited to, the following:
•determination of standalone selling price (SSP) for each distinct performance obligation included in customer contracts with multiple performance obligations;
•allowance for doubtful accounts;
•expected benefit period of deferred contract acquisition costs;
•capitalization of internal-use software development costs;
•fair value of acquired intangible assets and goodwill;
•useful lives of long-lived assets;
•valuation of deferred tax assets;
•valuation of employee defined benefit plan;
•fair value of share-based awards, including performance-based awards; and
•incremental borrowing rate used for operating leases.
Risk and Uncertainties
Due to the COVID-19 pandemic, the Company temporarily closed its headquarters in San Mateo, California, and other offices around the world. At the same time, the operations of its partners and customers have also been disrupted. While most of the Company's offices have reopened, many of its employees continue to work remotely, and the Company continues to operate in a combination of in-office and work-from-home environment. While the duration and extent of the COVID-19 pandemic depends largely on future developments that cannot be accurately predicted at this time, it has already had an adverse effect on the global economy and the ultimate societal and economic impact of the COVID-19 pandemic remains unknown. Additionally, inflationary pressures and a global labor shortage are currently impacting the pace of global recovery. In particular, the conditions caused by this pandemic, inflation and geopolitical conflicts could adversely affect demand for the Company’s products and services, lead to longer sales cycles, reduce the value or duration of subscriptions, negatively impact collections of accounts receivable, reduce expected spending from new customers, cause some of the existing customers to go out of business, limit the potential to generate additional business with new customers due to travel restrictions imposed, and affect contraction or attrition rates of the Company’s customers, all of which could adversely affect the Company’s business, results of operations, and financial condition. The Company is not aware of any specific event or circumstances related to the pandemic, geopolitical conflicts or other events that would require it to update estimates or judgments or adjust the carrying value of its assets or liabilities. Actual results could differ from those estimates and any such differences may be material to the consolidated financial statements.
Concentrations of Risk
Financial instruments that potentially expose the Company to significant concentration of credit risk consist primarily of cash, cash equivalents, marketable securities, and accounts receivable. The Company’s cash and cash equivalents and marketable securities are generally held with large financial institutions and are in excess of the
federally insured limits provided on such deposits. In addition, the Company has cash and cash equivalents held in international bank accounts, which are denominated primarily in Euros, British Pounds, Indian Rupees, and Australian Dollars.
There were no customers that individually exceeded 10% of the Company’s revenue for the three months ended March 31, 2022 and 2021 or that represented 10% or more of the Company’s consolidated accounts receivable balance as of March 31, 2022.
The Company primarily relies upon its third-party cloud infrastructure partner, Amazon Web Services, to serve customers and operate certain aspects of its services. Any disruption of this cloud infrastructure partner would impact the Company's operations and its business could be adversely impacted.
Significant Accounting Policies
The Company's significant accounting policies are described in the Annual Report on Form 10-K for the year ended December 31, 2021. There have been no significant changes to these policies that have had a material impact on the condensed consolidated financial statements and the related notes for the three months ended March 31, 2022, with the exception of the adoption of Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) as described below. See also Recently Adopted Accounting Pronouncements for more detail on the adoption.
Leases
The Company leases office space under operating leases with expiration dates through 2031. The Company determines whether an arrangement constitutes a lease and records lease liabilities and right-of-use (ROU) assets on its condensed consolidated balance sheets at the lease commencement date. Lease liabilities are measured based on the present value of the total lease payments not yet paid, discounted based on either the rate implicit in the lease or the Company's incremental borrowing rate (the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease), whichever is more readily determinable. Lease liabilities due within 12 months are included within accrued liabilities on the Company's condensed consolidated balance sheets. The incremental borrowing rate is based on an estimate of the Company's expected unsecured borrowing rate for its notes, adjusted for tenor and collateralized security features. ROU assets are measured based on the corresponding lease liability adjusted for (i) payments made to the lessor at or before the lease commencement date, (ii) initial direct costs incurred, and (iii) tenant incentives received, incurred or payable under the lease. Recognition of rent expense begins when the lessor makes the underlying asset available to the Company. The Company does not assume renewals or early terminations of its leases unless it is reasonably certain to exercise these options at commencement and does not allocate consideration between lease and non-lease components.
For short-term leases, the Company records rent expense in its condensed consolidated statements of operations on a straight-line basis over the lease term and records variable lease payments as incurred.
Recent Accounting Pronouncements
New accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) under its Accounting Standards Codification (ASC) or ASU and adopted by the Company as of the specified effective date.
Recently Adopted Accounting Pronouncements
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize most leases on their balance sheets as ROU assets with corresponding lease liabilities and eliminates certain real estate-specific provisions. The Company adopted this standard effective January 1, 2022 on a modified retrospective basis, and as such, results in comparative periods were not restated. As a result of the adoption, the Company recognized operating ROU assets of $24.3 million and operating lease liabilities of $28.8 million in its condensed consolidated balance sheets on the adoption date. The Company has elected certain available practical expedients, which allow it to forego the reassessments of (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification of any expired or existing leases, and (iii) initial direct costs for any existing leases. The Company has
also elected to combine lease and non-lease components for commercial lease arrangements. Additionally, the Company elected not to recognize operating ROU assets and the associated operating lease liabilities for leases with a term of 12 months or less from the lease commencement date.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets by requiring an allowance to be recorded as an offset to the amortized cost of such assets. The standard primarily impacts the amortized cost of the Company's available-for-sale debt securities. The Company adopted this standard on January 1, 2022 using the modified retrospective approach, which did not result in a material impact on its condensed consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). The standard eliminates certain exceptions related to the approach for intraperiod tax allocation and the methodology for calculating income taxes in an interim period. The standard also simplifies aspects of accounting for franchise taxes and enacted changes in tax or rates, and clarifies the accounting for transactions that result in a step-up in the tax basis for goodwill. The Company adopted this standard effective January 1, 2022, which did not result in a material impact on its condensed consolidated financial statements.
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. ASU 2021-08 will become effective for the Company on January 1, 2023, to be applied prospectively to business combinations occurring on or after the effective date of the ASU, with early adoption permitted. The Company adopted this standard effective January 1, 2022, which did not result in a material impact on its condensed consolidated financial statements.
2.Revenue From Contracts with Customers
Revenue
The Company derives revenue from subscription fees and related professional services. The Company sells subscriptions for its cloud-based solutions directly to customers and indirectly through channel partners through arrangements that are non-cancelable and non-refundable. The Company’s subscription arrangements do not provide customers with the right to take possession of the software supporting the solutions and, as a result, are accounted for as service arrangements. The Company records revenue net of sales or value-added taxes.
Disaggregation of Revenue
The following table summarizes revenue by the Company’s service offerings (in thousands):
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2022 | | 2021 |
Subscription services | $ | 111,397 | | | $ | 77,822 | |
Professional services | 3,240 | | | 2,765 | |
Total revenue | $ | 114,637 | | | $ | 80,587 | |
See Note 12 for revenue by geographic location.
Deferred Revenue and Remaining Performance Obligations
Deferred revenue consists of customer billings in advance of revenue being recognized from the Company’s subscription and professional services arrangements.
Revenue recognized during the three months ended March 31, 2022 and 2021 from amounts included in deferred revenue at the beginning of these periods was $72.2 million and $46.7 million, respectively.
The aggregate balance of remaining performance obligations as of March 31, 2022 was $251.6 million. The Company expects to recognize $196.0 million of the balance as revenue in the next 12 months and the remainder thereafter. The aggregate balance of remaining performance obligations represents contracted revenue that has not yet been recognized, which includes unearned revenue and unbilled amounts that will be recognized as revenue in future periods.
Deferred Contract Acquisition Costs
The change in the balance of deferred contract acquisition costs during the periods presented is as follows (in thousands):
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2022 | | 2021 |
Balance at beginning of the period | $ | 29,647 | | | $ | 18,273 | |
Add: Contract costs capitalized during the period | 5,600 | | | 4,790 | |
Less: Amortization of contract costs during the period | (4,275) | | | (2,659) | |
Balance at end of the period | $ | 30,972 | | | $ | 20,404 | |
3.Cash Equivalents and Marketable Securities
Cash equivalents and available-for-sale debt securities consisted of the following as of March 31, 2022 and December 31, 2021 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2022 |
| Amortized Cost | | Unrealized Gains | | Unrealized Losses | | Fair Value |
Cash equivalents: | | | | | | | |
Money market funds | $ | 270,989 | | | $ | — | | | $ | — | | | $ | 270,989 | |
U.S. treasury securities | 147,459 | | | 3 | | | (2) | | | 147,460 | |
U.S. government agency securities | 121,469 | | | — | | | (19) | | | 121,450 | |
Corporate debt securities | 21,235 | | | — | | | — | | | 21,235 | |
Total cash equivalents | 561,152 | | | 3 | | | (21) | | | 561,134 | |
Debt securities: | | | | | | | |
U.S. treasury securities | 438,918 | | | 12 | | | (2,518) | | | 436,412 | |
U.S. government agency securities | 81,458 | | | — | | | (1,196) | | | 80,262 | |
Corporate debt securities | 78,291 | | | — | | | (633) | | | 77,658 | |
Total debt securities | 598,667 | | | 12 | | | (4,347) | | | 594,332 | |
Total cash equivalents and debt securities | $ | 1,159,819 | | | $ | 15 | | | $ | (4,368) | | | $ | 1,155,466 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 |
| Amortized Cost | | Unrealized Gains | | Unrealized Losses | | Fair Value |
Cash equivalents: | | | | | | | |
Money market funds | $ | 684,485 | | | $ | — | | | $ | — | | | $ | 684,485 | |
U.S. treasury securities | 22,000 | | | — | | | — | | | 22,000 | |
U.S. government agency securities | 4,286 | | | — | | | (1) | | | 4,285 | |
Corporate debt securities | 15,998 | | | — | | | — | | | 15,998 | |
Total cash equivalents | 726,769 | | | — | | | (1) | | | 726,768 | |
Debt securities: | | | | | | | |
U.S. treasury securities | 442,715 | | | 2 | | | (432) | | | 442,285 | |
U.S. government agency securities | 75,725 | | | — | | | (159) | | | 75,566 | |
Corporate debt securities | 54,335 | | | 17 | | | (175) | | | 54,177 | |
Total debt securities | 572,775 | | | 19 | | | (766) | | | 572,028 | |
Total cash equivalents and debt securities | $ | 1,299,544 | | | $ | 19 | | | $ | (767) | | | $ | 1,298,796 | |
As of March 31, 2022 and December 31, 2021, the securities in a continuous unrealized loss position for 12 months or longer were not material.
The amortized cost and fair value of the available-for-sale debt securities based on contractual maturities are as follows (in thousands):
| | | | | | | | | | | |
| March 31, 2022 |
| Amortized Cost | | Fair Value |
Due within one year | $ | 453,786 | | | $ | 452,010 | |
Due after one year but within five years | 144,881 | | | 142,322 | |
Total | $ | 598,667 | | | $ | 594,332 | |
Accrued interest receivable of $1.2 million was classified in prepaid expenses and other current assets in the condensed consolidated balance sheet of as March 31, 2022.
In addition to available-for-sale debt securities, marketable securities also include term bond mutual funds, which are measured at fair value. As of March 31, 2022, there were no investments in term bond mutual funds. As of December 31, 2021, the fair value of the term bond mutual funds was $3.7 million.
The change in fair value of the term bond mutual funds is recorded in interest and other income, net in the condensed consolidated statements of operations. The realized and unrealized gains recognized in the condensed consolidated statements of operations for the term bond mutual funds were not material during the three months ended March 31, 2022 and 2021.
4.Fair Value Measurements
The Company measures its financial assets at fair value each reporting period using a fair value hierarchy that prioritizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
Level 1—Inputs are observable and reflect quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2—Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly.
Level 3—Inputs that are unobservable.
Money market funds and U.S. treasury securities are classified within Level 1 because they are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs. Other debt securities and investments are classified within Level 2 if the investments are valued using model driven valuations which use observable inputs such as quoted market prices, benchmark yields, reported trades, broker/dealer quotes or alternative pricing sources with reasonable levels of price transparency. Available-for-sale debt securities are held by custodians who obtain investment prices from a third-party pricing provider that incorporates standard inputs in various asset price models.
The Company did not have any assets or liabilities subject to fair value remeasurement on a nonrecurring basis as of March 31, 2022 and December 31, 2021.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table represents the fair value hierarchy for the Company’s financial assets measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 (in thousands):
| | | | | | | | | | | | | | | | | | | |
| March 31, 2022 |
| Fair Value Measured Using |
| Level 1 | | Level 2 | | | | Total |
Financial assets: | |
Cash equivalents: | | | | | | | |
Money market funds | $ | 270,989 | | | $ | — | | | | | $ | 270,989 | |
U.S. treasury securities | 147,460 | | | — | | | | | 147,460 | |
U.S. government agency securities | — | | | 121,450 | | | | | 121,450 | |
Corporate debt securities | — | | | 21,235 | | | | | 21,235 | |
Marketable securities: | | | | | | | |
U.S. treasury securities | 436,412 | | | — | | | | | 436,412 | |
U.S. government agency securities | — | | | 80,262 | | | | | 80,262 | |
Corporate debt securities | — | | | 77,658 | | | | | 77,658 | |
Term bond mutual funds | — | | | — | | | | | — | |
Total financial assets | $ | 854,861 | | | $ | 300,605 | | | | | $ | 1,155,466 | |
| | | | | | | |
| | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| December 31, 2021 |
| Fair Value Measured Using |
| Level 1 | | Level 2 | | | | Total |
Financial assets: | |
Cash equivalents: | | | | | | | |
Money market funds | $ | 684,485 | | | $ | — | | | | | $ | 684,485 | |
U.S. treasury securities | 22,000 | | | — | | | | | 22,000 | |
U.S. government agency securities | — | | | 4,285 | | | | | 4,285 | |
Corporate debt securities | — | | | 15,998 | | | | | 15,998 | |
Marketable securities: | | | | | | | |
U.S. treasury securities | 442,285 | | | — | | | | | 442,285 | |
U.S. government agency securities | — | | | 75,566 | | | | | 75,566 | |
Corporate debt securities | — | | | 54,177 | | | | | 54,177 | |
Term bond mutual funds | — | | | 3,651 | | | | | 3,651 | |
Total financial assets | $ | 1,148,770 | | | $ | 153,677 | | | | | $ | 1,302,447 | |
| | | | | | | |
| | | | | | | |
5.Balance Sheet Components
Property and Equipment, net
The following table summarizes property and equipment, net as of March 31, 2022 and December 31, 2021 (in thousands):
| | | | | | | | | | | |
| March 31, 2022 | | December 31, 2021 |
Computers | $ | 13,900 | | | $ | 13,041 | |
Capitalized internal-use software | 14,975 | | | 14,178 | |
Office equipment | 3,403 | | | 3,375 | |
Furniture and fixtures | 8,395 | | | 8,395 | |
Motor vehicles | 1,392 | | | 1,421 | |
Leasehold improvements | 4,297 | | | 4,274 | |
Construction in progress | 217 | | | — | |
Total property and equipment | 46,579 | | | 44,684 | |
Less: accumulated depreciation and amortization | (25,490) | | | (23,206) | |
Property and equipment, net | $ | 21,089 | | | $ | 21,478 | |
Capitalization of costs associated with internal-use software were $1.3 million and $1.0 million for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022 and December 31, 2021, the net carrying value of capitalized internal-use software was $8.4 million and $8.3 million, respectively.
Depreciation and amortization expense was $2.4 million and $2.1 million for the three months ended March 31, 2022 and 2021, respectively.
Accrued Liabilities
The following table summarizes accrued liabilities as of March 31, 2022 and December 31, 2021 (in thousands):
| | | | | | | | | | | |
| March 31, 2022 | | December 31, 2021 |
Accrued compensation | $ | 14,167 | | | $ | 17,261 | |
| | | |
Accrued third-party cloud infrastructure expenses | 2,740 | | | 2,785 | |
Accrued reseller commissions | 5,935 | | | 5,870 | |
Accrued advertising and marketing expenses | 6,003 | | | 6,022 | |
Advanced payments from customers | 3,421 | | | 3,260 | |
Accrued taxes | 4,994 | | | 10,777 | |
Operating lease liabilities, current | 4,534 | | | — | |
Contributions withheld for employee stock purchase plan | 7,325 | | | 4,211 | |
Other accrued expenses | 3,981 | | | 5,643 | |
Total accrued liabilities | $ | 53,100 | | | $ | 55,829 | |
6.Goodwill and Intangible Assets, Net
The carrying value of goodwill was $6.2 million as of March 31, 2022 and December 31, 2021.
Acquired intangible assets consist of developed technology and customer relationships and are amortized on a straight-line basis over their estimated useful lives. The following tables summarize acquired intangible assets as of March 31, 2022 and December 31, 2021:
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2022 |
| Gross Amount | | Accumulated Amortization | | Net Carrying Value | | Weighted Average Remaining Useful Life |
| (amounts in thousands) | | (in years) |
Developed technology | $ | 10,496 | | | $ | (9,672) | | | $ | 824 | | | 0.9 |
Customer relationships | 1,600 | | | (1,154) | | | 446 | | | 1.2 |
Total | $ | 12,096 | | | $ | (10,826) | | | $ | 1,270 | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 |
| Gross Amount | | Accumulated Amortization | | Net Carrying Value | | Weighted Average Remaining Useful Life |
| (amounts in thousands) | | (in years) |
Developed technology | $ | 10,496 | | | $ | (9,147) | | | $ | 1,349 | | | 0.9 |
Customer relationships | 1,600 | | | (1,055) | | | 545 | | | 1.4 |
Total | $ | 12,096 | | | $ | (10,202) | | | $ | 1,894 | | | |
Amortization of acquired intangible assets is as follows:
| | | | | | | | | | | |
| Three Months Ended March 31, |
| 2022 | | 2021 |
Developed technology: | | | |
Cost of revenue | $ | 525 | | | $ | 969 | |
Customer relationships: | | | |
Sales and marketing | 99 | | | 99 | |
Total amortization expense | $ | 624 | | | $ | 1,068 | |
As of March 31, 2022, expected future amortization expense related to acquired intangible assets is as follows (in thousands):
| | | | | | | | |
Year Ending December 31, | | Amortization Expense |
2022 (remaining nine months) | | 967 | |
2023 | | 303 | |
Total future amortization | | $ | 1,270 | |
7.Leases
The Company has operating leases primarily for office space. The leases have remaining lease terms of one to nine years, some of which include options to extend the leases for up to six years.
The following table presents various components of the lease costs (in thousands):
| | | | | | | | |
Operating Leases | | Three Months Ended March 31, 2022 |
Operating lease cost | | $ | 1,775 | |
Short-term lease cost | | 315 | |
Variable lease cost | | 669 | |
Rent expense for operating leases recognized prior to our adoption of Topic 842 for the period ended March 31, 2021 was $2.5 million.
The weighted-average remaining term of the Company's operating leases and the weighted-average discount rate used to measure the present value of the operating lease liabilities are as follows:
| | | | | | | | |
Lease Term and Discount Rate | | Three Months Ended March 31, 2022 |
Weighted-average remaining lease term (in years) | | 5.6 |
Weighted-average discount rate | | 7.7 | % |
The following table presents supplemental information arising from lease transactions. Cash payments related to short-term leases are not included in the measurement of the operating lease liabilities, and as such, are excluded from the amounts below (in thousands):
| | | | | | | | |
Supplemental Cash Flow Information: | | Three Months Ended March 31, 2022 |
Cash payments included in the measurement of operating lease liabilities | | $ | 2,724 | |
Operating ROU assets obtained in exchange for lease obligations | | 5,324 | |
As of March 31, 2022, maturities of the operating lease liabilities are as follows (in thousands):
| | | | | | | | |
Year Ending December 31: | | Operating Leases |
2022 (remaining 9 months) | | $ | 4,868 | |
2023 | | 7,692 | |
2024 | | 7,545 | |
2025 | | 6,907 | |
2026 | | 4,597 | |
Thereafter | | 8,643 | |
Total lease payments | | 40,252 | |
Less: imputed interest | | (8,784) | |
Present value of operating lease liabilities | | $ | 31,468 | |
As of March 31, 2022, future payments related to signed leases that have not yet commenced, excluded from the table above, are not material.
Future minimum lease payments under non-cancelable operating leases of December 31, 2021 were as follows (in thousands):
| | | | | | | | |
Year Ending December 31: | | Operating Leases |
2022 | | $ | 6,954 | |
2023 | | 6,790 | |
2024 | | 6,642 | |
2025 | | 5,976 | |
2026 | | 3,579 | |
Thereafter | | 4,304 | |
Total minimum future payments | | $ | 34,245 | |
8.Commitments and Contingencies
Other Contractual Commitments
The Company's other contractual commitments primarily consist of third-party cloud infrastructure agreements and service subscription purchase arrangements used to support operations at the enterprise level. As of March 31,
2022, other contractual commitments totaling $133.6 million remain outstanding under these agreements though 2025.
Litigation and Loss Contingencies
From time to time, the Company may be subject to other legal proceedings, claims, investigations, and government inquiries (collectively, Legal Proceedings) in the ordinary course of business. It may receive claims from third parties asserting, among other things, infringement of their intellectual property rights, defamation, labor and employment rights, privacy, and contractual rights. There are no currently pending legal proceedings that the Company believes will have a material adverse impact on the business or condensed consolidated financial statements.
Indemnifications
In the ordinary course of business, the Company enters into contractual arrangements under which the Company agrees to provide indemnification of varying scope and terms to customers, business partners, and other parties with respect to certain matters, including losses arising out of intellectual property infringement claims made by third parties, if the Company has violated applicable laws, if the Company is negligent or commits acts of willful misconduct, and other liabilities with respect to its products and services and its business. In these circumstances, payment is typically conditional on the other party making a claim pursuant to the procedures specified in the particular contract. The Company also indemnifies certain of its officers, directors and certain key employees while they are serving in good faith in their respective capacities. To date, the Company has not incurred any material costs as a result of such indemnifications and has not accrued any liabilities related to such obligations in its condensed consolidated financial statements.
9.Stockholders' Equity and Stock-Based Compensation
Equity Compensation Plans
In August 2021, the board of directors (the Board) adopted the 2021 Equity Incentive Plan (the 2021 Plan) and the 2021 Employee Stock Purchase Plan (ESPP), effective upon the Company's initial public offering (IPO). Pursuant to the 2021 Plan, the Board may grant incentive stock options to purchase shares of the Company’s common stock, non-statutory stock options to purchase shares of the Company’s common stock, stock appreciation rights, restricted stock, RSUs, performance awards (PRSUs) and other awards. The ESPP enables eligible employees to purchase the Company's Class A common stock. Both the 2021 Plan and ESPP include an automatic increase to their shares reserve on January 1 of each year as set forth in the respective plan documents.
Shares of common stock reserved for future issuance were as follows (in thousands):
| | | | | | | |
| March 31, 2022 | | |
2011 Stock Plan: | | | |
Options and RSUs outstanding | 31,919 | | | |
2021 Equity Incentive Plan: | | | |
RSUs outstanding | 1,555 | | | |
Shares reserved for future award issuances | 55,619 | | | |
2021 Employee Stock Purchase Plan | 6,500 | | | |
Total shares of common stock reserved for issuance | 95,593 | | | |
2021 Employee Stock Purchase Plan
Under the ESPP, the price at which Class A common stock is purchased is equal to 85% of the fair market value of a share of the Company’s Class A common stock on the first day of the offering period or the applicable purchase date, whichever is lower. The ESPP provides an offering period of 24 months, with four purchase periods that are generally six months long and begin on May 15 and November 15 of each year, except for the first purchase period, which began upon the completion of the IPO in September 2021 and will end on May 13, 2022, with contributions
from employees beginning on October 1, 2021. The ESPP also includes a reset provision for the purchase price if the stock price on the purchase date is less than the stock price on the offering date.
As of March 31, 2022, the Company has withheld $7.3 million of contributions from its employees, and no shares have been purchased under the ESPP.
The Company estimates the fair value of the ESPP using the Black-Scholes option-pricing model, which requires certain complex valuation assumption inputs such as expected term, expected stock price volatility, risk-free interest rate and dividend yield. The fair value of each of the four purchase periods is estimated separately. During the three months ended March 31, 2022, the Company recognized $3.2 million of stock-based compensation expense related to the ESPP.
Stock Options
Stock options are granted with an exercise price equal to the stock’s fair market value at the date of grant, have 10-year contractual terms, and vest over a four-year period. As of March 31, 2022, 1,235,924 stock options were outstanding and exercisable with an aggregate intrinsic value of $21.8 million. All stock options are fully vested and exercisable and have a weighted-average exercise price of $0.27 per share. Aggregate intrinsic value represents the difference between the exercise price and the per share fair value of the Company's common stock as of the end of the period, multiplied by the number of stock options outstanding and exercisable.
Restricted Stock Units
RSUs are granted at fair market value at the date of the grant and vest over a four-year period.
RSU activity, which includes PRSUs, during the three months ended March 31, 2022 is as follows:
| | | | | | | | | | | | | | |
Share Information: | | Number of Shares | | Weighted-Average Grant Date Fair Value Per Share |
| | (in thousands, except per share data) |
Unvested, as of December 31, 2021 | | 47,830 | | | $ | 14.47 | |
Granted | | 1,164 | | | $ | 22.47 | |
Vested | | (16,223) | | | $ | 6.57 | |
Forfeited | | (533) | | | $ | 16.17 | |
Unvested, as of March 31, 2022 | | 32,238 | | | $ | 18.70 | |
During the three months ended March 31, 2022, total shares that vested were 16.2 million, of which 6.6 million shares were withheld for tax withholding requirements. On February 14, 2022, the final lock-up period following the IPO expired, and the Company issued an aggregate of 9.3 million shares of its common stock, net of shares withheld for taxes, as settlement of all RSUs that had met time-based service condition. Total cash paid related to the withholding taxes on net share settlement of equity awards amounted to $119.9 million during the three months ended March 31, 2022.
Performance-Based Awards
In May 2019, the Board approved a grant of 166,390 shares of PRSUs to the Company’s CEO. The vesting of these PRSUs is contingent upon the satisfaction of certain milestones. The revenue-related milestone and the liquidity event condition were met prior to December 31, 2021. As of March 31, 2022, the time-based vesting was the only condition yet to be satisfied over the remaining requisite service period, and the number of shares to vest subject to this condition is insignificant.
In September 2021, the Board approved a grant of 6,000,000 PRSUs to the Company's CEO with a time-based service condition beginning January 1, 2022, and a market condition involving five separate stock price targets ranging from $70.00 to $200.00 per share for each of the five vesting tranches (CEO Performance Award). These stock price targets will be measured based on the average closing price over a consecutive 60-trading day period,
beginning on the first trading day after the expiration of the final lock-up period in February 2022. The vesting of the CEO Performance Award is contingent upon the completion of the requisite service through January 1, 2029 and the achievement of the specified stock price target in each tranche on or before January 1, 2029. The stock price targets are not required to be achieved within the service period of each tranche, and accordingly, multiple tranches can vest at the same date if the specified stock price targets are achieved after December 31, 2025. The CEO Performance Award had a total grant date fair value of $131.0 million. The fair value of the CEO Performance Award was determined at grant date by using the Monte Carlo simulation model, which requires certain complex valuation assumption inputs such as measurement period, expected stock price volatility, risk-free interest rate and dividend yield.
For the three months ended March 31, 2022, the Company recognized $6.9 million of stock-based compensation expense associated with the CEO Performance Award described above.
Stock-Based Compensation
Total stock-based compensation expense recorded for the three months ended March 31, 2022 and 2021 was as follows (in thousands):
| | | | | | | | | | | | | | |
| | Three Months Ended March 31, |
| | 2022 | | 2021 |
Cost of revenue | | $ | 1,526 | | | $ | — | |
Research and development | | 8,309 | | | — | |
Sales and marketing | | 12,536 | | | — | |
General and administrative | | 24,254 | | | — | |
Total stock-based compensation expense | | $ | 46,625 | | | $ | — | |
As of March 31, 2022, unrecognized stock-based compensation expense related to unvested stock-based awards was as follows (in thousands, except for period data):
| | | | | | | | | | | | | | |
| | March 31, 2022 |
| | Unrecognized Stock-Based Compensation | | Weighted-Average Period to Recognize Expense (in years) |
RSUs and PRSUs | | $ | 549,123 | | | 3.4 |
ESPP | | 15,892 | | | 1.0 |
Total unrecognized stock-based compensation expense | | $ | 565,015 | | | |
10.Net Loss Per Share
Basic net loss per share attributable to common stockholders is computed by dividing the net loss by the number of weighted-average outstanding common shares. Diluted net loss per share attributable to common stockholders is determined by giving effect to all potential common equivalents during the reporting period, unless including them yields an antidilutive result. The Company considers its redeemable convertible preferred stock, stock options and restricted stock units as potential common stock equivalents, but excluded them from the computation of diluted net loss per share attributable to common stockholders for the three months ended March 31, 2022, as their effect was antidilutive.
The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis to each class of common stock and the
resulting basic and diluted net loss per share attributable to common stockholders, are the same for both Class A and Class B common stock on both an individual and combined basis.
For the three months ended March 31, 2021, the Company allocated its undistributed earnings attributable to the participating securities and common stock using the two-class method based on their respective rights to receive dividends as of all income for the period had been distributed. Undistributed earnings allocated to holders of the redeemable convertible preferred stock were subtracted from net income in determining basic net income and net income per share attributable to common stockholders. The Company's redeemable convertible preferred stock contractually entitled the holders of such shares to participate in non-cumulative dividends at the specified dividend rates, but did not contractually require the holders of such shares to participate in the Company's losses. No dividends have been declared or paid by the Board for the three months ended March 31, 2021. Following the conversion immediately prior to the IPO in September 2021, there were no shares of redeemable convertible preferred stock issued and outstanding.
For the three months ended March 31, 2021, common equivalents such as stock options and redeemable convertible preferred stock were considered potentially dilutive and included in the computation of diluted net loss per share attributable to common stockholders. RSUs and PRSUs were not considered as potential common stock equivalents in this computation as their issuances were still contingent upon the satisfaction of the liquidity event performance condition such as the IPO, which did not occur as of March 31, 2021. The Company determined the dilutive effect of its employee stock options and redeemable convertible preferred stock using the treasury stock method and if-converted method, respectively, since they resulted in a more dilutive effect than the two-class method.
The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share data): | | | | | | | | | | | | |
| Three Months Ended March 31, | |
| 2022 | | 2021 | |
Numerator: | | | | |
Net loss | $ | (49,059) | | | $ | (2,415) | | |
Decretion of redeemable convertible preferred stock | — | | | 216,131 | | |
Undistributed (losses) earnings | (49,059) | | | 213,716 | | |
Undistributed earnings allocated to preferred stockholders | — | | | (144,221) | | |
Net loss attributable to Class A and Class B common stockholders - basic | (49,059) | | | 69,495 | | |
Undistributed earnings allocated to preferred stockholders | — | | | |