DIGITALOCEAN: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND OPERATING RESULTS (Form 10-Q)

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The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our unaudited condensed
consolidated financial statements and related notes appearing elsewhere in this
Quarterly Report on Form 10-Q and our audited consolidated financial statements
and the related notes and the discussion under the heading "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in our
Final Prospectus for our IPO dated as of March 23, 2021 and filed with the SEC
pursuant to Rule 424(b)(4) on March 24, 2021, or Final Prospectus. This
discussion, particularly information with respect to our future results of
operations or financial condition, business strategy, plans and objectives of
management for future operations and the potential impact that the ongoing
COVID-19 pandemic may have on our business, includes forward-looking statements
that involve risks and uncertainties as described under the heading "Special
Note Regarding Forward-Looking Statements" in this Quarterly Report on Form
10-Q. You should review the disclosure under the heading "Risk Factors" in this
Quarterly Report on Form 10-Q for a discussion of important factors that could
cause our actual results to differ materially from those anticipated in these
forward-looking statements.
Overview
DigitalOcean is a leading cloud computing platform offering on-demand
infrastructure and platform tools for developers, start-ups and small and
medium-sized businesses, or SMBs. We were founded with the guiding principle
that the transformative benefits of the cloud should be easy to leverage,
broadly accessible, reliable and affordable. Our platform simplifies cloud
computing, enabling our customers to rapidly accelerate innovation and increase
their productivity and agility. Approximately 602,000 individual and business
customers currently use our platform to build, deploy and scale software
applications. Our users include software engineers, researchers, data
scientists, system administrators, students and hobbyists. Our customers use our
platform across numerous industry verticals and for a wide range of use cases,
such as web and mobile applications, website hosting, e-commerce, media and
gaming, personal web projects, and managed services, among many others. We
believe that our focus on simplicity, community, open source and customer
support are the four key differentiators of our business, driving a broad range
of customers around the world to build their applications on our platform.
Improving the developer experience and increasing developer productivity are
core to our mission. Our developer cloud platform was designed with simplicity
in mind to ensure that software developers can spend less time managing their
infrastructure and more time turning their ideas into innovative applications to
grow their businesses. Simplicity guides how we design and enhance our
easy-to-use-interface, the core capabilities we offer our customers and our
approach to predictable and transparent pricing for our solutions. We offer
mission-critical infrastructure solutions across compute, storage and
networking, and we also enable developers to extend the native capabilities of
our cloud with fully managed application, container and database offerings. In
just minutes, developers can set up thousands of virtual machines, secure their
projects, enable performance monitoring and scale up and down as needed.
We generate revenue from the usage of our cloud computing platform by our
customers, including but not limited to compute, storage and networking
services. We recognize revenue based on the customer utilization of these
resources. Our pricing is consumption-based and billed monthly in arrears,
making it easy for our customers to track usage on an ongoing basis and optimize
their deployments. The pricing for each of our products is available on our
website. For example, the standard price for a Droplet is $5.00 per month, and
our Managed Database product is available starting at $15.00 per month.
We have historically generated almost all of our revenue from our efficient
self-service marketing model, which enables customers to get started on our
platform very quickly and without the need for assistance. We focus heavily on
enabling a self-service, low-friction model that makes it easy for users to try,
adopt and use our products. For the three months ended June 30, 2021 and 2020,
our sales and marketing expense was approximately 11% and 9%, respectively. The
efficiency of our go-to-market model and our focus on the needs of the
individual and SMB markets have enabled us to drive organic growth and establish
a truly global customer base across a broad range of industries.
We had approximately 602,000 customers as of June 30, 2021, up from
approximately 554,000 as of June 30, 2020. Our customers are spread across
approximately 185 countries, and around two-thirds of our revenue has
historically come from customers located outside the United States. For the
three months ended June 30, 2021, 38% of our revenue was generated from North
America, 29% from Europe, 23% from Asia and 10% from the rest of the world. We
have a growing number of customers with higher spending levels, and our existing
customers are continuing to expand their business with us. Our average revenue
per customer, or ARPU, has increased significantly, from $46.44 in the quarter
ended June 30,
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2020 to $58.07 in the quarter ended June 30, 2021. We had no material customer
concentration for the three months ended June 30, 2021 as our top 25 customers
made up approximately 10% of our revenue.
We have experienced strong and predictable growth in recent periods. Our annual
run-rate revenue, or ARR, as of June 30, 2021 was $426 million, up from
$313 million as of June 30, 2020. ARR as of the end of each month represents
total revenue for that month multiplied by 12.
Impact of the COVID-19 Pandemic
To date, the COVID-19 pandemic has not had a significant impact on our
operations or financial performance. However, the extent of the impact of the
COVID-19 pandemic on our operational and financial performance depends on
certain developments, including the duration and spread of the outbreak, its
impact on industry events, and its effect on our customers, partners, suppliers
and vendors and other parties with whom we do business, all of which are
uncertain and cannot be predicted at this time. To the extent possible, we are
conducting business as usual, with necessary or advisable modifications to
employee travel and employee work locations, and conducting our marketing and
sales activities virtually. We actively monitor the rapidly evolving situation
related to COVID-19 and may take further actions that alter our business
operations, including those that may be required by federal, state or local
authorities, or that we determine are in the best interests of our employees,
customers, partners, suppliers, vendors and stockholders. The extent to which
the COVID-19 pandemic may impact our results of operations and financial
condition remains uncertain.
Key Factors Affecting Our Performance
Increasing Importance of Cloud Computing and Developers
Our future success depends in large part on the continuing adoption of cloud
computing, proliferation of cloud-native start-ups and SMBs and the increasing
importance of developers, all of which are driving the adoption of our developer
cloud platform. We believe our market opportunity is large and that these
factors will continue to drive our growth. We plan to continue to invest
significantly in scaling across many organizational functions in order to grow
our operations both domestically and internationally to capitalize on these
trends.
Growing our Customer Base
We believe there is a substantial opportunity to further expand our customer
base, and our future growth depends, in large part, on our ability to increase
the number of customers using our cloud computing platform. We have historically
attracted customers by offering a low-friction, self-service cloud platform
combined with a highly-efficient self-service marketing model. We are investing
in strategies that we believe will continue to drive new customer adoption,
especially among SMB customers, such as implementing new marketing initiatives
that further optimize our self-service revenue funnel and expanding our go-to
market teams in select international locations. Our ability to attract new
customers will depend on a number of factors, including our success in
recruiting and expanding our sales and marketing organization and competitive
dynamics in our target markets.
Increasing Usage by Our Existing Customers
Our customer base of approximately 602,000 customers represents a significant
opportunity for further consumption of our services. There are substantial
opportunities to expand revenue within our large customer base through increased
usage of our platform as our customers grow their businesses, adoption of
additional product offerings and targeted sales initiatives focused on our
larger customers. Our consumption-based pricing model makes it frictionless for
customers to increase their usage of our platform as they require more compute
and storage as they grow and scale. We have also expanded the breadth of our
platform offerings and will continue to do so as we have experienced strong
adoption of recently developed products. To accelerate this growth across our
larger customers, we have recently complemented our self-service marketing model
with internal go-to-market teams that are specifically focused on expanding our
business with our larger customers. Our ability to increase the usage of our
platform by existing customers will depend on a number of factors, including our
customers' satisfaction with our platform and product offerings, competition,
pricing and overall changes in our customers' spending levels.
Enhancing Our Platform and Product Offerings
We believe the market opportunity for serving developers, start-ups and SMBs is
very large and goes far beyond providing the core IaaS services of compute,
storage and networking. We have a history of, and will continue to invest
significantly in, developing and delivering innovative products, features and
functionality targeted at our core customer base. In addition, while we have not
been focused on acquisition opportunities to drive our growth, we may pursue
both strategic partnerships and acquisitions that we believe will be
complementary to our business, accelerate customer
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acquisition, increase usage of our platform and/or expand our product offerings
in our core markets. Our results of operations may fluctuate as we make these
investments to drive usage and take advantage of our expansive market
opportunity.
Key Business Metrics
We utilize the key metrics set forth below to help us evaluate our business and
growth, identify trends, formulate financial projections and make strategic
decisions. We are not aware of any uniform standards for calculating these key
metrics, and other companies may not calculate similarly titled metrics in a
consistent manner, which may hinder comparability.
                                                                Three Months Ended June 30,
                                                               2021                      2020
Customers                                                       601,714                   554,236
ARPU                                                    $         58.07           $         46.44
ARR (in millions)                                       $           426           $           313
Net dollar retention rate                                           113   %                   102  %
Capital expenditures as a percentage of revenue                      25   %                    40  %


Customers

We believe that the number of customers is an important indicator of the growth
of our business and future revenue opportunity. We define a customer at the end
of any period as a person or entity who has incurred usage in the period and, as
a result, has generated an invoice of greater than $0 for that period. We treat
each customer that generates an invoice as a unique customer, and a single
organization with multiple divisions, segments or subsidiaries may be counted as
multiple customers if they separately signed up on our platform.
ARPU
We believe that our average revenue per customer, which we refer to as ARPU, is
a strong indication of our ability to land new customers with higher spending
levels and expand usage of our platform by our existing customers. We calculate
ARPU on a monthly basis as our total revenue in that period divided by the
number of customers determined as of the last day of that period. For a
quarterly or annual period, ARPU is determined as the weighted average monthly
ARPU over such three or 12-month period.
ARR
Given the renewable nature of our business, we view annual run-rate revenue as
an important indicator of our current progress towards meeting our revenue
targets and projected growth rate going forward. We calculate ARR at a point in
time by multiplying the latest monthly period's revenue by 12.
Net Dollar Retention Rate
Our ability to maintain long-term revenue growth and achieve profitability is
dependent on our ability to retain and grow revenue from our existing customers.
We have a history of retaining customers for multiple years and in many cases
increasing their spend with us over time. To help us measure our performance in
this area, we monitor our net dollar retention rate. We calculate net dollar
retention rate monthly by starting with the revenue from the cohort of all
customers during the corresponding month 12 months prior, or the Prior Period
Revenue. We then calculate the revenue from these same customers as of the
current month, or the Current Period Revenue, including any expansion and net of
any contraction or attrition from these customers over the last 12 months. The
calculation also includes revenue from customers that generated revenue before,
but not in, the corresponding month 12 months prior, but subsequently generated
revenue in the current month and are therefore reflected in the Current Period
Revenue. We include this group of re-engaged customers in this calculation
because our customers frequently use our platform for projects that stop and
start over time. We then divide the total Current Period Revenue by the total
Prior Period Revenue to arrive at the net dollar retention rate for the relevant
month. For a quarterly or annual period, the net dollar retention rate is
determined as the average monthly net dollar retention rates over such three or
12-month period. Our net dollar retention rate for the three months ended June
30, 2021 includes approximately 3% from re-engaged customers.
Capital Expenditures as a Percentage of Revenue
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We consider capital expenditures as a percentage of revenue to be an important
indicator of our efficiency of capital spend. We calculate capital expenditures
as a percentage of revenue by dividing total capital expenditures during the
period, including purchases of intangible assets, seller financed equipment
purchases and acquisition of property and equipment from capital leases, by
revenue.
Non­GAAP Financial Measures
To supplement our condensed consolidated financial statements, which are
prepared and presented in accordance with generally accepted accounting
principles in the United States, or GAAP, we provide investors with non-GAAP
financial measures including: (i) adjusted gross profit and adjusted gross
margin; and (ii) adjusted EBITDA and adjusted EBITDA margin. These measures are
presented for supplemental informational purposes only, have limitations as
analytical tools and should not be considered in isolation or as a substitute
for financial information presented in accordance with GAAP. Our calculations of
each of these measures may differ from the calculations of measures with the
same or similar titles by other companies and therefore comparability may be
limited. Because of these limitations, when evaluating our performance, you
should consider each of these non-GAAP financial measures alongside other
financial performance measures, including the most directly comparable financial
measure calculated in accordance with GAAP and our other GAAP results. A
reconciliation of each of our non-GAAP financial measures to the most directly
comparable financial measure calculated in accordance with GAAP is set forth
below.
Adjusted Gross Profit and Adjusted Gross Margin
We believe adjusted gross profit and adjusted gross margin, when taken together
with our GAAP financial results, provides a meaningful assessment of our
performance, and is useful for the preparation of our annual operating budget
and quarterly forecasts.
We define adjusted gross profit as gross profit exclusive of stock-based
compensation, amortization of capitalized internal-use software development
costs and depreciation of our data center equipment included within Cost of
revenue. We exclude stock-based compensation, which is a non-cash item, because
we do not consider it indicative of our core operating performance. We exclude
depreciation and amortization, which primarily relates to our investments in our
data center servers that are long lived assets with an economic life of five
years, because it may not reflect our current or future cash spending levels to
support our business. While we intend to spend a significant amount on capital
expenditures on an absolute basis in the coming years, our capital expenditures
as a percentage of revenue has declined significantly and will continue to
decline. We define adjusted gross margin as a percentage of adjusted gross
profit to revenue.
The following table presents a reconciliation of gross profit, the most directly
comparable financial measure stated in accordance with GAAP, to adjusted gross
profit, for each of the periods presented:
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                                     Three Months Ended              Six Months Ended
                                          June 30,                       June 30,
(In thousands)                      2021           2020            2021            2020
Gross profit                     $ 60,665       $ 41,706       $ 114,782       $  79,815
Adjustments:
Depreciation and amortization      20,042         16,864          39,266          32,912
Stock-based compensation              405             68             601              92
Adjusted gross profit            $ 81,112       $ 58,638       $ 154,649       $ 112,819
Gross margin                           58  %          54  %           58  %           53  %
Adjusted gross margin                  78  %          76  %           78  %           75  %


Adjusted EBITDA and Adjusted EBITDA Margin
We define adjusted EBITDA as net loss attributable to common stockholders,
adjusted to exclude depreciation and amortization, stock-based compensation,
interest expense, income tax expense, loss on extinguishment of debt,
restructuring and severance expense, asset impairment, revaluation of warrants
and other charges. We believe that adjusted EBITDA, when taken together with our
GAAP financial results, provides meaningful supplemental information regarding
our operating performance and facilitates internal comparisons of our historical
operating performance on a more consistent basis by excluding certain items that
may not be indicative of our business, results of operations or outlook. In
particular, we believe that the use of adjusted EBITDA is helpful to our
investors as it is a measure used by management in assessing the health of our
business, determining incentive compensation, evaluating our operating
performance, and for internal planning and forecasting purposes.
Our calculation of adjusted EBITDA and adjusted EBITDA margin may differ from
the calculations of adjusted EBITDA and adjusted EBITDA margin by other
companies and therefore comparability may be limited. Because of these
limitations, when evaluating our performance, you should consider adjusted
EBITDA and adjusted EBITDA margin alongside other financial performance
measures, including our net loss attributable to common stockholders and other
GAAP results.
The following table presents a reconciliation of net loss attributable to common
stockholders, the most directly comparable financial measure stated in
accordance with GAAP, to adjusted EBITDA for each of the periods presented:
                                                     Three Months Ended                    Six Months Ended
                                                          June 30,                             June 30,
(In thousands)                                     2021              2020               2021               2020

Net loss attributable to common shareholders $ (2 187) $ (2,570)

$ (5,526) $ (19,503)

Adjustments:

Depreciation and amortization                  $  21,589          $ 18,328          $  42,541          $  35,722
Stock-based compensation(1)                       12,201             2,757             18,825             12,139
Interest expense                                     233             3,779              2,489              7,295
Income tax (benefit) expense                        (473)              251                523                999
Loss on extinguishment of debt                         -                 -              3,435                259
Restructuring and severance(2)                         -               630                  -              3,922
Asset impairment(3)                                    -               148                  -                686
Revaluation of warrants                                -               284               (556)               287
Other(4)                                               -               335                315                578
Adjusted EBITDA                                $  31,363          $ 23,942          $  62,046          $  42,384
Revenue                                        $ 103,810          $ 76,911          $ 197,471          $ 149,703
Adjusted EBITDA margin                                30  %             31  %              31  %              28  %


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(1)Consists of stock-based compensation for the three and six months ended June
30, 2020 and includes compensation of $0.5 million and $8.1 million,
respectively, related to secondary sales of common stock by certain current and
former employees. There were no such expenses recorded for the three and six
months ended June 30, 2021.
(2)Consists primarily of expenses related to changes in our senior leadership,
sales and infrastructure teams.
(3)Consists of internal-use software impairment charges related to software that
is no longer being used.
(4)Consists primarily of third-party consulting costs to enhance our finance
function.
Components of Results of Operations
Revenue
We provide cloud computing services, including but not limited to compute,
storage and networking, to our customers. We recognize revenue based on the
customer utilization of these resources. Customer contracts are primarily
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,
which are subsequently remitted to governmental authorities.
We may offer sales incentives in the form of promotional and referral credits
and grant credits to encourage customers to use our 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.
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.
We intend to continue to invest additional resources in our infrastructure to
support our product portfolio and scalability of our customer base. The level,
timing and relative investment in our infrastructure could affect our cost of
revenue in the future.
Operating Expenses
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. We expect research and development expenses to increase in
absolute dollars as we continue to invest in our platform and product offerings.
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. We expect
sales and marketing expenses to continue to increase in absolute dollars as we
enhance our product offerings and implement new marketing strategies.
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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, depreciation and amortization expenses, rent and facilities
costs, and other administrative costs. We expect to incur significant additional
legal, accounting and other expenses to support our operations as a public
company, including costs associated with our compliance with the Sarbanes-Oxley
Act. We also expect general and administrative expenses to increase in absolute
dollars as we continue to grow our business.
Other (Income) Expense
Other (income) expense consists primarily of interest expense on our existing
credit facility and third-party equipment financing, loss on extinguishment of
debt, and gains or losses on foreign currency exchange.
Income Tax Expense
Income tax expense consists primarily of income taxes in certain foreign and
state jurisdictions in which we conduct business. We maintain a full valuation
allowance on our U.S. federal and state deferred tax assets as we have concluded
that it is more likely than not that the deferred assets will not be realized.
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Results of Operations
The following table sets forth our results of operations for the periods
presented:
                                                      Three Months Ended                     Six Months Ended
                                                           June 30,                              June 30,
                                                    2021               2020               2021               2020
                                                                           (in thousands)
Revenue                                         $  103,810          $ 76,911          $ 197,471          $ 149,703
Cost of revenue(1)                                  43,145            35,205             82,689             69,888
Gross profit                                        60,665            41,706            114,782             79,815
Operating expenses:
Research and development(1)                         27,121            15,130             49,523             34,607
Sales and marketing(1)                              11,812             6,957             22,233             16,411
General and administrative(1)                       24,362            17,841             42,402             39,506
Total operating expenses                            63,295            39,928            114,158             90,524

(Loss) income from operations                       (2,630)            1,778                624            (10,709)
Other (income) expense                                  30             4,097              5,627              7,795
Loss before income taxes                            (2,660)           (2,319)            (5,003)           (18,504)
Income tax (benefit) expense                          (473)              251                523                999

Net loss attributable to common shareholders $ (2 187) $ (2,570) $ (5,526) $ (19,503)

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(1) Includes stock-based compensation as follows:

                                 Three Months Ended            Six Months Ended
                                      June 30,                     June 30,
                                 2021           2020          2021          2020
                                                 (in thousands)
Cost of revenue              $       405      $    68      $    601      $     92
Research and development           5,059          812         7,695         3,033
Sales and marketing                1,902          453         3,039           679
General and administrative         4,835        1,424         7,490         8,335
Total                        $    12,201      $ 2,757      $ 18,825      $ 12,139


Stock-based compensation for the three and six months ended June 30, 2020
included compensation of $0.5 million and $8.1 million, respectively, related to
secondary sales of common stock by certain current and former employees, which
is primarily included in General and administrative. There were no such expenses
recorded for the three and six months ended June 30, 2021. See "Comparison of
the Three Months Ended June 30, 2021 and 2020-Operating Expenses" and
"Comparison of the Six Months Ended June 30, 2021 and 2020-Operating Expenses"
below.
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The following table presents our operating results as a percentage of sales for the periods presented:

                                                      Three Months Ended                         Six Months Ended
                                                           June 30,                                  June 30,
                                                   2021                 2020                 2021                 2020
Revenue                                               100  %               100  %               100  %               100  %
Cost of revenue                                        42                   46                   42                   47
Gross profit                                           58                   54                   58                   53
Operating expenses:
Research and development                               26                   20                   25                   23
Sales and marketing                                    11                    9                   11                   11
General and administrative                             23                   23                   21                   26
Total operating expenses                               60                   52                   57                   60

(Loss) income from operations                          (2)                   2                    1                   (7)
Other (income) expense                                  -                    5                    3                    5
Loss before income taxes                               (2)                  (3)                  (2)                 (12)
Income tax (benefit) expense                            -                    -                    -                    1
Net loss attributable to common stockholders           (2) %                (3) %                (2) %               (13) %


Comparison of the Three Months Ended June 30, 2021 and 2020
Revenue
                   Three Months Ended June 30,
                       2021                   2020        $ Change      % Change
                                (in thousands)
Revenue     $       103,810                $ 76,911      $ 26,899           35  %


Revenue increased $26.9 million, or 35%, for the three months ended June 30,
2021 compared to the three months ended June 30, 2020, primarily due to a 25%
increase in ARPU to $58.07 from $46.44 and an increase of approximately 47,000
customers to approximately 602,000. The increase in ARPU was primarily driven by
continued adoption of our products by our customers leading to higher average
usage on our platform.
Cost of Revenue
                         Three Months Ended June 30,
                             2021                   2020        $ Change      % Change
                                      (in thousands)
Cost of revenue   $       43,145                 $ 35,205      $  7,940           23  %


Cost of revenue increased $7.9 million, or 23%, for the three months ended June
30, 2021 compared to the three months ended June 30, 2020, primarily due to
higher co-location costs, bandwidth expenses and depreciation of our network
equipment to support the growth in our business.
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Operating Expenses
                                    Three Months Ended June 30,
                                        2021                   2020        $ Change      % Change
                                                 (in thousands)
Research and development     $       27,121                 $ 15,130      $ 11,991           79  %
Sales and marketing                  11,812                    6,957         4,855           70
General and administrative           24,362                   17,841         6,521           37
Total operating expenses     $       63,295                 $ 39,928      $ 23,367           59  %



Research and development expenses increased $12.0 million, or 79%, for the three
months ended June 30, 2021 compared to the three months ended June 30, 2020,
primarily due to higher personnel costs and stock-based compensation.
Sales and marketing expenses increased $4.9 million, or 70%, for the three
months ended June 30, 2021 compared to the three months ended June 30, 2020,
primarily due to an increase in advertising costs, stock-based compensation, and
personnel costs.
General and administrative expenses increased $6.5 million, or 37%, for the
three months ended June 30, 2021 compared to the three months ended June 30,
2020, primarily due to higher stock-based compensation and personnel costs, and
increases in payment processing fees, insurance and VAT reserve, partially
offset by a decrease in bad debt expense.
Other (Income) Expense
                                  Three Months Ended June 30,
                                       2021                   2020        $ Change      % Change
                                                (in thousands)
Other (income) expense     $        30                      $ 4,097      $ (4,067)         (99) %


Other (income) expense decreased $4.1 million, or 99%, for the three months
ended June 30, 2021 compared to the three months ended June 30, 2020, primarily
due to the payoff of the term loan and notes payable in the first quarter of
2021.
Income Tax Expense
                                        Three Months Ended June 30,
                                         2021                    2020               $ Change                 % Change
                                                          (in thousands)
Income tax (benefit) expense      $           (473)         $       251          $       (724)                      (288) %


Income tax expense decreased $0.7 million, or 288%, for the three months ended
June 30, 2021 compared to the three months ended June 30, 2020, primarily due to
income taxes related to international jurisdictions in which we conduct
business.
Comparison of the Six Months Ended June 30, 2021 and 2020
Revenue
                   Six Months Ended June 30, 2021
                         2021                    2020         $ Change      % Change
                                  (in thousands)
Revenue     $        197,471                  $ 149,703      $ 47,768           32  %


Revenue increased $47.8 million, or 32%, for the six months ended June 30, 2021
compared to the six months ended June 30, 2020, primarily due to a 23% increase
in ARPU to $55.90 from $45.57 and an increase of approximately 47,000 customers
to approximately 602,000. The increase in ARPU was primarily driven by continued
adoption of our products by our customers leading to higher average usage on our
platform.
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Cost of Revenue
                          Six Months Ended June 30, 2021
                                2021                     2020        $ Change      % Change
                                         (in thousands)
Cost of revenue   $         82,689                    $ 69,888      $ 12,801           18  %


Cost of revenue increased $12.8 million, or 18%, for the six months ended June
30, 2021 compared to the six months ended June 30, 2020, primarily due to higher
co-location costs, bandwidth expenses and depreciation of our network equipment
to support the growth in our business, as well as an increase in revenue share
in our Managed Database product.
Operating Expenses
                                                  Six Months Ended June 30, 2021
                                                     2021                    2020               $ Change                % Change
                                                                     (in thousands)
Research and development                     $          49,523          $    34,607          $    14,916                         43  %
Sales and marketing                                     22,233               16,411                5,822                         35
General and administrative                              42,402               39,506                2,896                          7
Total operating expenses                     $         114,158          $    90,524          $    23,634                         26  %


Research and development expenses increased $14.9 million, or 43%, for the six
months ended June 30, 2021 compared to the six months ended June 30, 2020,
primarily due to higher personnel costs and stock-based compensation, partially
offset by a decrease in restructuring costs.
Sales and marketing expenses increased $5.8 million, or 35%, for the six months
ended June 30, 2021 compared to the six months ended June 30, 2020, primarily
due to an increase in advertising costs, stock-based compensation and personnel
costs, partially offset by lower restructuring and severance costs.
General and administrative expenses increased $2.9 million, or 7%, for the six
months ended June 30, 2021 compared to the six months ended June 30, 2020,
primarily due to higher personnel costs, and increases in payment processing
fees, insurance, professional services and VAT reserve, partially offset by a
decrease in bad debt expense and stock-based compensation.
Other (Income) Expense
                                   Six Months Ended June 30, 2021
                                          2021                     2020        $ Change      % Change
                                                  (in thousands)
Other (income) expense     $          5,627                      $ 7,795      $ (2,168)         (28) %


Other (income) expense decreased $2.2 million, or 28%, for the six months ended
June 30, 2021 compared to the six months ended June 30, 2020, primarily due to
our payoff of the term loan and notes payable in the first quarter of 2021.
Income Tax Expense
                              Six Months Ended June 30, 2021
                                     2021                      2020       $ Change       % Change
                                             (in thousands)
Income tax expense   $           523                          $ 999      $    (476)         (48) %


Income tax expense decreased $0.5 million, or (48)%, for the six months ended
June 30, 2021 compared to the six months ended June 30, 2020, primarily due to
income taxes related to international jurisdictions in which we conduct
business.
                                       29
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`
Liquidity and Capital Resources
We have funded our operations since inception primarily with cash flow generated
by operations, private offerings of our securities, borrowings under our
existing credit facility and capital expenditure financings. In March 2021, we
consummated our initial public offering of 16,500,000 shares of our common stock
at an offering price of $47.00 per share resulting in aggregate net proceeds to
us of $723.1 million after deducting the underwriting discounts and commissions
and estimated offering expenses payable by us.
We believe that our existing cash and cash equivalents and cash flow from
operations will be sufficient to support working capital and capital expenditure
requirements for at least the next 12 months.
The following table summarizes our cash flows for the periods presented:
                                                   Six Months Ended June 

30,

(In thousands)                                         2021                 

2020

Net cash provided by operating activities    $      60,197               $ 

16,895

Net cash used in investing activities              (49,668)               

(59,025)

Net cash provided by financing activities          466,378                

134,882

Net increase in cash and cash equivalent           476,907                 

92 752



Operating Activities
Our largest source of operating cash is cash collections from sales to our
customers. Our primary uses of cash from operating activities are for personnel
costs, data center co-location expenses, marketing expenses, payment processing
fees, bandwidth and connectivity, server maintenance and software licensing
fees. For the six months ended June 30, 2021, we generated positive cash flows
through our public offering of securities. For the six months ended June 30,
2020, we generated positive cash flows through net proceeds from borrowings
under our Credit Facility and our Series C preferred stock offering.
Net cash provided by operating activities was $60.2 million and $16.9 million
for the six months ended June 30, 2021 and 2020, respectively, primarily driven
by an increase in cash collections from higher revenues offset by an increase in
cash expenses from personnel related costs.
Investing Activities
Net cash used in investing activities decreased from $59.0 million for the six
months ended June 30, 2020 to $49.7 million for the six months ended June 30,
2021 primarily as a result of decreases in capitalization of internal-use
software development costs and acquired intangibles related to our IP addresses.
Financing Activities
Net cash provided by financing activities of $466.4 million for the six months
ended June 30, 2021 was primarily due to net proceeds from our IPO of $723.1
million, partially offset by repayments on the Credit Facility and notes payable
of $259.7 million.
Net cash provided by financing activities of $134.9 million for the six months
ended June 30, 2020 was primarily due to $77.3 million in net additional
borrowings under the Term Loan and Credit Facility, $49.8 million from our
Series C preferred stock offering and $7.8 million of proceeds from third-party
equipment financings, partially offset by $5.5 million in repayment of notes
payable associated with financed equipment purchases.
Contractual Obligations and Commitments
During the three months ended March 31, 2021, we paid the remaining obligations
on the Credit Facility and all outstanding notes payable. With the exception of
the aforementioned debt repayment, there have been no material changes to our
obligations under our operating leases and purchase commitments as compared to
those disclosed in the Final Prospectus.
Off-Balance Sheet Arrangements
We did not have during the periods presented, and we do not currently have, any
off-balance sheet financing arrangements or any relationships with
unconsolidated entities or financial partnerships, including entities sometimes
                                       30

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`
referred to as structured finance or special purpose entities, that were
established for the purpose of facilitating off-balance sheet arrangements or
other contractually narrow or limited purposes.
Critical Accounting Policies and Estimates
Our condensed consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States. The preparation
of these condensed consolidated financial statements requires us to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, costs and expenses, and related disclosures. On an ongoing
basis, we evaluate our estimates and assumptions. Our actual results may differ
from these estimates under different assumptions or conditions.
There have been no material changes to our critical accounting policies as
compared to those disclosed in the Final Prospectus.
Recently Adopted Accounting Pronouncements
See Note 2, Summary of Significant Accounting Policies, in our Notes to
Condensed Consolidated Financial Statements included in Part I, Item 1 of this
Quarterly Report on Form 10-Q for a discussion of recent accounting
pronouncements.
Emerging Growth Company Status
We are an emerging growth company, as defined under the JOBS Act. The JOBS Act
provides that an emerging growth company may take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for
complying with new or revised accounting standards. Therefore, an emerging
growth company can delay the adoption of certain accounting standards until
those standards would otherwise apply to private companies. We have elected to
use the extended transition period under the JOBS Act until the earlier of the
date we (1) are no longer an emerging growth company or (2) affirmatively and
irrevocably opt out of the extended transition period provided in the JOBS Act.
As a result, our financial statements may not be comparable to companies that
comply with new or revised accounting pronouncements as of public company
effective dates.

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