10q10k10q10k.net

What changed in DigitalOcean Holdings, Inc.'s 10-K2023 vs 2024

vs

Paragraph-level year-over-year comparison of DigitalOcean Holdings, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+715 added550 removedSource: 10-K (2025-02-25) vs 10-K (2024-02-21)

Top changes in DigitalOcean Holdings, Inc.'s 2024 10-K

715 paragraphs added · 550 removed · 257 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

1 edited+328 added184 removed0 unchanged
Biggest changeWe offer mission-critical solutions across Infrastructure-as-a-Service (IaaS), including our Droplet virtual machines, storage and networking offerings; Platform-as-a-Service (PaaS), including our Managed Database and Managed Kubernetes offerings; Software-as-a-Service (SaaS), including our Managed Hosting and Marketplace offerings; and AI/ML, including our Machines, Notebooks and Deployments offerings.
Biggest changeThe Company offers mission-critical solutions across Infrastructure-as-a-Service (IaaS), including Droplet virtual machines, storage and networking offerings; Platform-as-a-Service (PaaS) and Software-as-a-Service (SaaS), including Managed Hosting, Managed Database, Managed Kubernetes and Marketplace offerings; and artificial intelligence and machine learning (AI/ML), including our GPU Droplets, Notebooks and GenAI Platform offerings.
Removed
ITEM 1. BUSINESS Overview Our mission is to simplify cloud computing so businesses can spend more time creating software that changes the world. DigitalOcean is a leading cloud computing platform offering on-demand infrastructure and platform tools for developers at startups and growing digital businesses.
Added
CONSOLIDATED BALANCE SHEETS (in thousands, except share amounts) December 31, 2024 December 31, 2023 Current assets: Cash and cash equivalents $ 428,446 $ 317,236 Marketable securities — 94,532 Accounts receivable, less allowance for credit losses of $5,940 and $5,848, respectively 72,486 62,186 Prepaid expenses and other current assets 40,786 29,040 Total current assets 541,718 502,994 Property and equipment, net 432,544 305,444 Restricted cash 1,747 1,747 Goodwill 348,674 348,322 Intangible assets, net 117,718 140,151 Operating lease right-of-use assets, net 187,877 155,201 Deferred tax assets 200 1,994 Other assets 8,537 5,114 Total assets $ 1,639,015 $ 1,460,967 Current liabilities: Accounts payable $ 54,565 $ 3,957 Accrued other expenses 38,156 31,046 Deferred revenue 5,397 5,340 Operating lease liabilities, current 75,785 81,320 Other current liabilities 47,052 70,982 Total current liabilities 220,955 192,645 Deferred tax liabilities 4,123 3,533 Long-term debt 1,485,366 1,477,798 Operating lease liabilities, non-current 130,431 91,161 Other long-term liabilities 1,095 9,528 Total liabilities 1,841,970 1,774,665 Commitments and Contingencies (Note 10) Preferred stock ($0.000025 par value per share; 10,000,000 shares authorized; 0 shares issued and outstanding as of December 31, 2024 and 2023) — — Common stock ($0.000025 par value per share; 750,000,000 shares authorized; 92,234,517 and 90,243,442 issued and outstanding as of December 31, 2024 and 2023, respectively) 2 2 Additional paid-in capital 57,282 30,989 Accumulated other comprehensive loss (1,497) (452) Accumulated deficit (258,742) (344,237) Total stockholders’ deficit (202,955) (313,698) Total liabilities and stockholders’ deficit $ 1,639,015 $ 1,460,967 See accompanying notes to consolidated financial statements 71 DIGITALOCEAN HOLDINGS, INC.
Removed
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. Our users include software engineers, researchers, data scientists, system administrators, students and hobbyists.
Added
CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Year Ended December 31, 2024 2023 2022 Revenue $ 780,615 $ 692,884 $ 576,322 Cost of revenue 314,672 295,387 211,927 Gross profit 465,943 397,497 364,395 Operating expenses: Research and development 142,499 136,917 143,885 Sales and marketing 71,570 65,055 81,022 General and administrative 160,867 162,742 165,185 Restructuring and other charges — 20,887 — Total operating expenses 374,936 385,601 390,092 Income (loss) from operations 91,007 11,896 (25,697) Other income (expense): Interest expense (9,113) (8,945) (8,396) Loss on extinguishment of debt — — (407) Interest income and other income, net 15,805 23,825 10,615 Other income, net 6,692 14,880 1,812 Income (loss) before income taxes 97,699 26,776 (23,885) Income tax expense (13,207) (7,367) (3,919) Net income (loss) attributable to common stockholders $ 84,492 $ 19,409 $ (27,804) Net income (loss) per share attributable to common stockholders Basic $ 0.92 $ 0.22 $ (0.28) Diluted $ 0.89 $ 0.20 $ (0.28) Weighted-average shares used to compute net income (loss) per share attributable to common stockholders Basic 91,634 90,141 100,806 Diluted 94,503 96,415 100,806 See accompanying notes to consolidated financial statements 72 DIGITALOCEAN HOLDINGS, INC.
Removed
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, managed services, and, most recently, artificial intelligence and machine learning (AI/ML) applications, among many others.
Added
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Year Ended December 31, 2024 2023 2022 Net income (loss) attributable to common stockholders $ 84,492 $ 19,409 $ (27,804) Other comprehensive (loss) income: Foreign currency translation adjustments, net of taxes (1,057) 345 (411) Unrealized gain (loss) on marketable securities, net of taxes 12 1,251 (1,263) Other comprehensive (loss) income (1,045) 1,596 (1,674) Comprehensive income (loss) $ 83,447 $ 21,005 $ (29,478) See accompanying notes to consolidated financial statements 73 DIGITALOCEAN HOLDINGS, INC.
Removed
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.
Added
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY (in thousands, except share amounts) Common Stock Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Shares Amount Shares Amount Balance at December 31, 2021 109,175,863 $ 2 (1,968,228) $ (4,598) $ 769,705 $ (374) $ (186,538) $ 578,197 Issuance of common stock under equity incentive plan, net of taxes withheld 2,894,748 — — — (16,626) — — (16,626) Issuance of common stock under employee stock purchase plan, net of taxes withheld 256,718 — — — 7,925 — — 7,925 Repurchase and retirement of common stock (13,626,594) — — — (600,000) — — (600,000) Retirement of treasury stock (1,968,228) — 1,968,228 4,598 (4,598) — — — Stock-based compensation — — — — 107,551 — — 107,551 Other comprehensive loss — — — — — (1,674) — (1,674) Net loss attributable to common stockholders — — — — — — (27,804) (27,804) Balance at December 31, 2022 96,732,507 2 — — 263,957 (2,048) (214,342) 47,569 Issuance of common stock under equity incentive plan, net of taxes withheld 7,785,464 — — — 16,307 — — 16,307 Issuance of common stock under employee stock purchase plan, net of taxes withheld 212,980 — — — 4,977 — — 4,977 Repurchase and retirement of common stock including related costs (14,487,509) — — — (344,035) — (149,304) (493,339) Stock-based compensation — — — — 89,783 — — 89,783 Other comprehensive income — — — — — 1,596 — 1,596 Net income attributable to common stockholders — — — — — — 19,409 19,409 Balance at December 31, 2023 90,243,442 2 — — 30,989 (452) (344,237) (313,698) Issuance of common stock under equity incentive plan, net of taxes withheld 3,332,573 — — — (15,249) — — (15,249) Issuance of common stock under employee stock purchase plan, net of taxes withheld 170,411 — — — 4,095 — — 4,095 Repurchase and retirement of common stock including related costs (1,511,909) — — — (55,904) — 1,003 (54,901) Stock-based compensation — — — — 93,351 — — 93,351 Other comprehensive loss — — — — — (1,045) — (1,045) Net income attributable to common stockholders — — — — — — 84,492 84,492 Balance at December 31, 2024 92,234,517 $ 2 — $ — $ 57,282 $ (1,497) $ (258,742) $ (202,955) See accompanying notes to consolidated financial statements 74 DIGITALOCEAN HOLDINGS, INC.
Removed
As of December 31, 2023, we had collectively approximately 644,000 Learners (users that have a monthly spend less than or equal to $50 and have been on our platform for more than three months), Builders (users that have a monthly spend between $50 and $500) and Scalers (users that have a monthly spend greater than $500) using our platform to build, deploy and scale applications.
Added
CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2024 2023 2022 Operating activities Net income (loss) attributable to common stockholders $ 84,492 $ 19,409 $ (27,804) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 130,052 117,866 102,232 Stock-based compensation 90,545 88,347 105,829 Provision for expected credit losses 16,446 15,357 16,551 Operating lease right-of-use assets and liabilities, net 324 5,709 11,417 Loss on extinguishment of debt — — 407 Net accretion of discounts and amortization of premiums on investments 2,569 1,866 (6,135) Non-cash interest expense 7,987 7,949 7,880 Impairment of certain long-lived assets 356 1,140 1,635 Deferred income taxes 2,337 (67) (1,835) Release of VAT reserve — (819) — Other 4,921 627 166 Changes in operating assets and liabilities: Accounts receivable (26,746) (22,668) (26,645) Prepaid expenses and other current assets (12,099) (9,593) (1,424) Accounts payable and accrued expenses 7,423 (11,077) 5,500 Deferred revenue 57 (315) (290) Other assets and liabilities (25,939) 21,211 7,668 Net cash provided by operating activities 282,725 234,942 195,152 Investing activities Capital expenditures - property and equipment (178,167) (119,299) (106,389) Capital expenditures - internal-use software development (8,356) (5,514) (8,913) Purchase of intangible assets — — (4,915) Cash paid for acquisition of businesses, net of cash acquired — (99,023) (305,170) Cash paid for asset acquisitions — (2,500) (5,400) Purchase of marketable securities — (352,313) (1,695,165) Sales of marketable securities — — 19,992 Maturities of marketable securities 91,675 979,565 956,847 Purchased interest on marketable securities — (151) (1,575) Proceeds from interest on marketable securities — 151 1,549 Proceeds from sale of equipment 43 236 981 Net cash (used in) provided by investing activities (94,805) 401,152 (1,148,158) Financing activities Payment of debt issuance costs — — (1,520) Proceeds related to the issuance of common stock under equity incentive plan 13,069 38,410 11,509 Proceeds from the issuance of common stock under employee stock purchase plan 4,095 4,977 7,926 Principal repayments of finance leases (5,475) (2,260) — Employee payroll taxes paid related to net settlement of equity awards (28,347) (21,575) (28,278) Repurchase and retirement of common stock including related costs (59,788) (488,455) (600,000) See accompanying notes to consolidated financial statements 75 DIGITALOCEAN HOLDINGS, INC.
Removed
We exclude Testers (users that spend less than or equal to $50 per month and utilize our platform for three months or less) from our customer count because we do not consider them to be a meaningful part of our customer base, given their short time on our platform and their relatively small individual and aggregate spend.
Added
CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2024 2023 2022 Net cash used in financing activities (76,446) (468,903) (610,363) Effect of exchange rate changes on cash, cash equivalents, and restricted cash (264) (15) (249) Increase (decrease) in cash, cash equivalents and restricted cash 111,210 167,176 (1,563,618) Cash, cash equivalents and restricted cash - beginning of period 318,983 151,807 1,715,425 Cash, cash equivalents and restricted cash - end of period $ 430,193 $ 318,983 $ 151,807 Supplemental disclosures of cash flow information: Cash paid for interest $ 1,048 $ 916 $ 475 Cash paid for taxes, net of refunds 19,667 2,723 4,567 Operating cash flows paid for operating leases 83,070 74,248 49,870 Non-cash investing and financing activities: Capitalized stock-based compensation $ 2,807 $ 1,440 $ 1,722 Property and equipment received but not yet paid, included in Accounts payable and Accrued other expenses 55,260 4,826 15,689 Operating right-of-use assets obtained in exchange for operating lease liabilities 113,230 73,440 204,105 Finance right-of-use assets obtained in exchange for finance lease liabilities 324 11,938 — See accompanying notes to consolidated financial statements 76 DIGITALOCEAN HOLDINGS, INC.
Removed
Cloud computing has revolutionized how companies across the globe develop and deploy applications. The cloud offers lower upfront cost and superior flexibility, extensibility and scalability as compared to on-premise software development environments. These benefits are especially valuable for startups and growing digital businesses, as they typically have more limited financial resources, operational expertise and IT personnel.
Added
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except share and per share amounts) Note 1. Nature of the Business and Organization DigitalOcean Holdings , Inc. and its subsidiaries (collectively, the Company, we, our, us) is a leading cloud computing platform, offering simple, scalable and approachable on-demand infrastructure and platform services for developers at growing technology companies.
Removed
As software and cloud-based technologies have become essential across industries and businesses of all sizes, the strategic importance of software developers to organizations has increased significantly.
Added
The Company’s platform simplifies cloud computing, enabling its customers to rapidly accelerate innovation and productivity.
Removed
Our cloud platform was designed with simplicity in mind to ensure that startups and growing digital businesses can spend less time managing their infrastructure and more time building innovative applications that drive business growth. The markets in which we operate continue to grow.
Added
The Company continues to invest in its platform to further penetrate the growing markets in which it operates. The Company has adopted a holding company structure and the primary operations are performed globally through its wholly owned operating subsidiaries. Note 2.
Removed
According to International Data Corporation (IDC), the aggregate worldwide IaaS and PaaS markets for individuals and companies with less than 500 employees is estimated to grow from approximately $113.8 billion in 2024 to $213.1 billion in 2027, representing a 23.3% compound annual growth rate.
Added
Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include accounts of the Company and all wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Removed
IDC defines the IaaS market as compute, storage and networking, and the PaaS market as database management systems, application platforms, artificial intelligence platforms and other platform services. Improving the developer experience and increasing productivity are core to our mission.
Added
Prior Period Reclassification Beginning in the fourth quarter of 2024, the Company reclassified personnel costs including salaries, bonuses, benefits, and stock-based compensation related to customer support employees, and certain other costs from sales and marketing and research and development to cost of revenue in order to better reflect the cost of supporting its growing customer base, and to improve comparability with peers.
Removed
In just minutes, developers can set up thousands of virtual machines, secure their projects, enable performance monitoring and scale up and down as needed. Our customers depend on us for their critical business needs, and we are passionate about providing superior 24x7 customer support to all of our customers, regardless of size.
Added
The Company has reclassified $7,972 and $3,448 from sales and marketing and research and development, respectively, to cost of revenue for the year ended December 31, 2023.We believe this refined methodology better reflects the nature of the costs and financial performance of the Company as it operates.
Removed
Our pricing is primarily consumption-based and billed monthly in arrears, making it easy for our customers to track usage on an ongoing basis and optimize their workloads. We have a highly efficient self-service customer acquisition model, which we complement with a sales force focused on inside sales, targeted outside sales and partnership opportunities to drive revenue growth.
Added
As a result, the Consolidated Statements of Operations have been recast for prior periods presented to reflect the effects of the changes in cost of revenue, gross profit, sales and marketing, research and development and total operating expenses.
Removed
The efficiency of our go-to-market model and our focus on the needs of startups and growing digital businesses have enabled us to drive organic growth and establish a truly global customer base across a broad range of industries.
Added
There was no change in income from operations, net income attributable to common stockholders or net income per share attributable to common stockholders for the year ended December 31, 2023 as a result of these reclassifications.
Removed
Our customers are spread across approximately 190 countries, and approximately two-thirds of our revenue has historically come from customers located outside the United States.
Added
The Consolidated Balance Sheets, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Stockholders’ Equity, and the Consolidated Statements of Cash Flows were not affected by changes in the presentation of these costs. Use of Estimates The preparation of these consolidated financial statements in conformity with U.S.
Removed
We believe our customer support, coupled with our easy-to-use self-help resources and active developer community, has created tremendous brand loyalty amongst our growing customer base. 6 Growing our Builders and Scalers is a critical focus for us, and we have successfully increased the number of these customers and their percentage of our total revenue.
Added
GAAP requires management to make, on an ongoing basis, estimates, judgments and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Removed
We had approximately 17,000 Scalers as of December 31, 2023, up from approximately 15,000 and 11,000 as of December 31, 2022 and December 31, 2021, respectively. We had approximately 139,000 Builders as of December 31, 2023, up from approximately 129,000 and 89,000 as of December 31, 2022 and December 31, 2021, respectively.
Added
Such estimates include, but are not limited to, those related to revenue recognition, accounts receivable and related reserves, useful lives and realizability of long-lived assets, capitalized internal-use software development costs, accounting for stock-based compensation including estimation of the probability of performance vesting conditions, the incremental borrowing rate used to determine lease liabilities, valuation allowances against deferred tax assets, fair value of financial instruments, and the fair value and useful lives of tangible and intangible assets acquired and liabilities assumed resulting from business combinations.
Removed
Revenue from Builders and Scalers increased 26% and 18%, respectively, for the year ended December 31, 2023, compared to the year ended December 31, 2022. Revenue from Builders and Scalers as a percentage of total revenue was 86%, 85% and 83% in 2023, 2022 and 2021, respectively.
Added
Management bases its estimates on historical experience and on various other assumptions which management believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Estimates are periodically reviewed to consider changes in circumstances, facts and experience.
Removed
Our average revenue per customer (ARPU), which consists of the aggregate revenue and customer counts for our Learners, Builders and Scalers, has increased from $65.83 in 2021 to $82.76 in 2022 to $90.99 in 2023. See Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics” for additional information.
Added
Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments in money market funds. As of the year ended December 31, 2023, cash and cash equivalents also consisted of commercial paper and certificates of deposit. Cash 77 equivalents have original maturities from the date of purchase of three months or less.
Removed
Our Solution DigitalOcean was founded with the guiding principle that the transformative benefits of the cloud should be easy to leverage, broadly accessible, reliable and affordable. We pioneered our cloud platform to simplify cloud computing, enabling startups and growing digital businesses to quickly deploy and scale applications, collaborate efficiently and improve business performance.
Added
The carrying amounts of cash and cash equivalents approximate fair value because of the short-term maturity and highly liquid nature of these instruments. Marketable Securities The Company does not hold marketable securities as of December 31, 2024, as they were reallocated to cash and cash equivalents during the three months ended March 31, 2024.
Removed
Empowered by an easy-to-use self-service model, intuitive control panel and highly predictable pricing, our customers are able to rapidly accelerate innovation and increase their productivity and agility. • Simple and Intuitive . Our platform is engineered to take a user from inquiry to deployment within minutes, without any specialized training or heavy implementation.
Added
As of December 31, 2023, the Company’s marketable securities consisted of commercial paper, U.S. treasury securities and commercial debt securities. The Company determines the appropriate classification of its marketable securities at the time of purchase and reevaluates such designation at each balance sheet date.
Removed
We abstract away the complexity that is generally found across legacy cloud providers to provide a compelling, intuitive interface with click-and-go options. Our platform provides users with a deployment interface that is comparable to interfaces provided by consumer internet leaders and is designed to minimize the number of steps to deployment.
Added
The Company classifies and accounts for its marketable securities as available-for-sale securities as the Company may sell these securities at any time for use in its current operations or for other purposes, even prior to maturity. As a result, the Company classifies its marketable securities within Current assets on the Consolidated Balance Sheets.
Removed
In addition, all DigitalOcean products come with detailed product and technical documentation to help our customers deploy to our cloud platform more quickly. • Designed to Help Businesses Easily Scale . Our highly-curated set of solutions are designed to address the needs of startups and growing digital businesses as they scale their businesses and require more cloud capabilities.
Added
Available-for-sale securities are recorded at fair value each reporting period. Premiums and discounts are amortized or accreted over the life of the related available-for-sale security as an adjustment to yield using the effective interest method. Interest income is recognized when earned.
Removed
Our platform can support a wide range of use cases, such as web and mobile applications, website hosting, e-commerce, media and gaming, personal web projects, managed services, and AI/ML applications, among many others. Our offerings give customers the ability to select their desired level of technical infrastructure management.
Added
Unrealized gains and losses on these marketable securities are presented net of tax and reported as a separate component of Accumulated other comprehensive loss until realized. Realized gains and losses are determined based on the specific identification method and are reported in interest income and other income, net in the Consolidated Statements of Operations.
Removed
Customers with any type of use case have the ability to choose from managing their own infrastructure and building their own bespoke solutions using our IaaS or AI/ML offerings, offloading the technical infrastructure entirely through our Managed Hosting offering or delegating certain aspects of the management using our managed PaaS or AI/ML offerings. • Transparent and Predictable Pricing .
Added
The Company periodically evaluates its marketable securities to assess whether an investment’s fair value is less than its amortized cost basis and if the decline in the fair value is attributable to a credit loss.
Removed
Our approach to billing and pricing is simple, intuitive and transparent. Our pricing is primarily consumption-based and renewable monthly, making it easy for our customers to optimize their deployments. We provide detailed monthly invoices, irrespective of the customer’s size or number of products purchased, making it easy to track usage on an ongoing basis.
Added
Declines in fair value judged to be related to credit loss are reported in interest income and other income, net in the Consolidated Statements of Operations. Foreign Currency The reporting currency of the Company is the United States dollar (USD).
Removed
We enable our customers to control their spending and ensure there are no hidden charges that appear at the end of the month. Like everything we do, we approach billing with a customer-first focus, enabling our customers to spend more time developing and deploying innovative applications rather than interpreting and navigating convoluted invoices. • Differentiated Customer Support .
Added
The functional currency of the Company is USD, and the functional currency of the Company’s subsidiaries is primarily the local currency of the jurisdiction in which the foreign subsidiary is located. The assets and liabilities of the Company’s subsidiaries are translated to USD at exchange rates in effect at the balance sheet date.
Removed
We offer expert 24x7 technical support and customer service, with support staff spanning various time zones to ensure our customers quickly achieve their objectives and overcome challenges. Developers and engineers are a key part of our customer support team, and we offer robust technical support free of charge to all customers.
Added
All income statement accounts are translated at monthly average exchange rates. Resulting foreign currency translation adjustments are recorded directly in Accumulated other comprehensive loss.
Removed
We also offer paid support plans, which enable users to get faster response times and dedicated support from technical managers. Customers cite our attentive support as a key driver of their decision to start and grow their businesses on our platform. • Security and Data Protection .
Added
Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in interest income and other income, net on the Consolidated Statements of Operations when realized.
Removed
Maintaining the security and integrity of our platform is a critical focus for us, as well as for our customers who rely on us for their critical business needs. We invest significantly in securing the computing infrastructure foundation upon which our customers build and scale their projects.
Added
Restricted Cash The following table reconciles cash, cash equivalents and restricted cash per the Consolidated Statements of Cash Flows: December 31, 2024 2023 Cash and cash equivalents $ 428,446 $ 317,236 Restricted cash (1) 1,747 1,747 Total cash, cash equivalents and restricted cash $ 430,193 $ 318,983 ___________________ (1) Includes deposits in financial institutions related to a letter of credit used to secure a lease agreement.
Removed
We remove the complexity of securing infrastructure for our customers and make it simple for them to build the security layers required for their use cases. We are also committed to customer data privacy and utilize best-in-class access, encryption and data protection technologies and processes. 7 • Open Source .
Added
Accounts Receivable Net of Allowance for Expected Credit Losses Accounts receivable primarily represents revenue recognized that was not invoiced at the balance sheet date and is primarily billed and collected in the following month. Trade accounts receivable are carried at the original invoiced amount less an estimated allowance for expected credit losses based on the probability of future collection.
Removed
Startups and growing digital businesses especially value open source technology as it allows them greater choice, affordability and flexibility, and our platform is designed to take advantage of open source technology to provide our customers with a much more efficient way to work.
Added
Management determines the adequacy of the allowance based on historical loss patterns, the number of days that customer invoices are past due, reasonable and supportable forecasts of future economic conditions to inform adjustments over historical loss data, and an evaluation of the potential risk of loss associated with specific accounts.
Removed
Our participation in and support of the open source software community enhances the attractiveness, depth and scalability of our offering. It increases the transparency of our technology and allows our customers to more efficiently write their own integrations.
Added
When management becomes aware of circumstances that may further decrease the likelihood of collection, it records a specific allowance against amounts due, which reduces the receivable to the amount that management reasonably believes will be collected.
Removed
We give back to the community by sponsoring projects to create content and tools that help developers build great software and hosting events that are focused on driving the growth of open source. • Broad-Based Community Ecosystem . We have built one of the world’s largest developer learning communities, with numerous high-quality developer tutorials and community-generated questions and answers.
Added
The Company records 78 changes in the estimate to the allowance for expected credit losses through provision for expected credit losses and reverses the accounts receivable and related allowance after the potential for recovery is considered remote.
Removed
The strength of our community ecosystem is predicated on differentiated content on our community education websites, which ultimately attracts users and reinforces our highly efficient self-service model. Key Benefits to Our Customers Our solution is designed to empower our target customers with best-in-class cloud technologies, while supporting them with superior customer service.
Added
The following table presents the changes in our allowance for expected credit losses for the period presented: December 31, 2024 2023 Beginning balance $ 5,848 $ 6,099 Provision for expected credit losses 16,446 15,357 Write-offs and other (16,354) (15,608) Ending balance $ 5,940 $ 5,848 Fair Value of Financial Instruments Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Removed
This customer-centric focus underpins our mission of simplifying cloud computing so startups and growing digital businesses can spend more time creating software that changes the world.
Added
When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers the principal or most advantageous market in which to transact and the market-based risk.
Removed
For our customers, the key benefits of our solution include: • Accelerating innovation by leveraging the full power of the cloud • Making it simple to build, deploy and scale applications • Spending less time managing infrastructure and more time on higher value tasks that drive the growth and success of their businesses • Achieving rapid time-to-value with a reliable, highly-performant and cost-effective platform • Providing optionality for customers to choose whether to manage their own infrastructure or allow us to manage the infrastructure for them • A highly-reliable, scalable and secure platform • Superior customer support designed to help customers quickly achieve their objectives • Detailed product and technical documentation to help customers more easily deploy their applications Our Growth Strategies We are driving significant growth by executing on the following key strategies: • Increasing Usage by Our Existing Customers .
Added
The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued expenses due to their short-term nature.
Removed
Our existing customer base represents a significant opportunity for further sales expansion through increased usage of our platform and adoption of additional product offerings. We are highly focused on gaining a better understanding of the needs and growth plans of our existing customers.
Added
Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets and is included in depreciation and amortization expense in the Consolidated Statements of Operations.
Removed
This deeper relationship with our customers will help us identify opportunities to educate our customer base on ways to utilize the platform more effectively for their individual use cases, as well as provide a feedback loop to inform our product roadmap.
Added
The Company includes the amortization of assets that are recorded under finance leases in depreciation expense. The Company periodically reviews the estimated useful lives of property and equipment.
Removed
We are focusing our sales and support teams to prevent customer churn by ensuring that our products and services provide a high level of value. We closely monitor our net dollar retention (NDR), which reflects our ability to retain and grow revenue from our existing customers.

433 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

149 edited+65 added51 removed280 unchanged
Biggest changeIf we are unable to sustain profitability, the value of our business and common stock may significantly decrease. 19 In addition, we expect to continue to expend substantial financial and other resources on: our technology infrastructure, including systems architecture, scalability, availability, performance, security, hardware, equipment and other capital expenditures, including expenses to increase or maintain data center capacity and to successfully optimize and operate data center facilities; our sales and marketing organization to engage our existing and prospective customers, increase brand awareness and drive adoption of our products; product development, including the development of new products and new functionality for our platform as well as investments in both further optimizing our existing products and infrastructure and expanding our integrations and other add-ons to existing products and services; acquisitions or strategic investments; and general administration, including increased legal and accounting expenses.
Biggest changeIn addition, we expect to continue to expend substantial financial and other resources on: our technology infrastructure, including systems architecture, scalability, availability, performance, security, hardware, equipment and other capital expenditures, including expenses to increase or maintain data center capacity and to successfully optimize and operate data center facilities; product development, including the development of new products and new functionality for our platform as well as investments in both further optimizing our existing products and infrastructure; our sales and marketing organization to engage our existing and prospective customers, increase brand awareness and drive adoption of our products; strategic investments and acquisitions; and 15 general administration, including increased legal and accounting expenses.
It is difficult to predict customer adoption rates and demand for our products and services, the entry of competitive products or services or the future growth rate and size of the Infrastructure-as-a-Service (IaaS), Platform-as-a-Service (PaaS), Software-as-a-Service (SaaS) and artificial intelligence and machine learning (AI/ML) markets.
It is difficult to predict customer adoption rates and demand for our products and services, the entry of competitive products or services or the future growth rate and size of the Infrastructure-as-a-Service (IaaS), Platform-as-a-Service (PaaS) and Software-as-a-Service (SaaS), and artificial intelligence and machine learning (AI/ML) markets.
Additionally, data localization requirements in other jurisdictions may cause us to incur potentially significant costs for establishing and maintaining facilities for storing and processing such data. In the ordinary course of business, we may transfer personal data from Europe and other jurisdictions to the United States or other countries.
Additionally, data localization requirements in other jurisdictions may cause us to incur potentially significant costs for establishing and maintaining facilities for storing and processing such data. In the ordinary course of business, we transfer personal data from Europe and other jurisdictions to the United States or other countries.
Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that: authorize our board of directors to issue, without further action by the stockholders, shares of undesignated preferred stock with terms, rights, and preferences determined by our board of directors that may be senior to our common stock; require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent; specify that special meetings of our stockholders can be called only by our board of directors, the chairperson of our board of directors, or our chief executive officer; 45 establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors; establish that our board of directors is divided into three classes, with each class serving three-year staggered terms; prohibit cumulative voting in the election of directors; provide that our directors may be removed for cause only upon the vote of at least 66 2/3% of our outstanding shares of voting stock; provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum; and require the approval of our board of directors or the holders of at least 66 2/3% of our outstanding shares of voting stock to amend our bylaws and certain provisions of our certificate of incorporation.
Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that: authorize our board of directors to issue, without further action by the stockholders, shares of undesignated preferred stock with terms, rights, and preferences determined by our board of directors that may be senior to our common stock; require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent; specify that special meetings of our stockholders can be called only by our board of directors, the chairperson of our board of directors, or our chief executive officer; establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors; establish that our board of directors is divided into three classes, with each class serving three-year staggered terms; prohibit cumulative voting in the election of directors; provide that our directors may be removed for cause only upon the vote of at least 66 2/3% of our outstanding shares of voting stock; provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum; and require the approval of our board of directors or the holders of at least 66 2/3% of our outstanding shares of voting stock to amend our bylaws and certain provisions of our certificate of incorporation.
Our effective tax rate could increase due to several factors, including: changes in the relative amounts of income before taxes in the various jurisdictions in which we operate that have differing statutory tax rates; changes in tax laws, tax treaties, and regulations or the interpretation of them; changes to our assessment about our ability to realize our deferred tax assets that are based on estimates of our future results, the prudence and feasibility of possible tax planning strategies, and the economic and political environments in which we do business; the outcome of current and future tax audits, examinations, or administrative appeals; and limitations or adverse findings regarding our ability to do business in some jurisdictions.
Our effective tax rate could increase due to several factors, including: changes in the relative amounts of income before taxes in the various jurisdictions in which we operate that have differing statutory tax rates; changes in tax laws, tax treaties, and regulations or the interpretation of them; changes to our assessment about our ability to realize our deferred tax assets that are based on estimates of our future results, the prudence and feasibility of possible tax planning strategies, and the economic and political environments in which we do business; the outcome of future tax audits, examinations, or administrative appeals; and limitations or adverse findings regarding our ability to do business in some jurisdictions.
Any security breach or other security incident, or the perception that one has occurred, could result in a loss of customer confidence in the security of our platform and damage to our brand, reduce the demand for our products, disrupt normal business operations, require us to spend material resources to investigate or correct the breach and to prevent future security breaches and incidents, expose us to legal liabilities, including litigation, regulatory enforcement, and indemnity obligations, and adversely affect our business, financial condition and results of operations.
Any security breach or other security incident, or the perception that one has occurred, could result in a loss of customer confidence in the security of our platform and damage to our brand, reduce the demand for our products, disrupt normal business operations, require us to spend material resources to investigate or correct the breach and to prevent future security breaches and incidents, expose us to legal liabilities, including litigation, regulatory enforcement, and indemnity 21 obligations, and adversely affect our business, financial condition and results of operations.
For example, the Court of Chancery of the State of Delaware recently determined that the exclusive forum provision of federal district courts of the United States of America for resolving any complaint asserting a cause of action arising under the Securities Act is not enforceable. However, this decision may be reviewed and ultimately overturned by the Delaware Supreme Court.
For example, the Court of Chancery of the State of Delaware recently determined that the exclusive forum provision of federal district courts of the 43 United States of America for resolving any complaint asserting a cause of action arising under the Securities Act is not enforceable. However, this decision may be reviewed and ultimately overturned by the Delaware Supreme Court.
If we are unable to 22 respond to these changes in a cost-effective manner, our platform may become less marketable and less competitive or obsolete, and our business, financial condition and results of operations could be adversely affected. We rely on third-party data center providers to ensure the functionality of our platform and products.
If we are unable to respond to these changes in a cost-effective manner, our platform may become less marketable and less competitive or obsolete, and our business, financial condition and results of operations could be adversely affected. We rely on third-party data center providers to ensure the functionality of our platform and products.
Additionally, although we maintain cybersecurity insurance coverage, we cannot be 24 certain that such coverage will be adequate for data security liabilities actually incurred, will cover any indemnification claims against us relating to any incident, will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim.
Additionally, although we maintain cybersecurity insurance coverage, we cannot be certain that such coverage will be adequate for data security liabilities actually incurred, will cover any indemnification claims against us relating to any incident, will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim.
Further, due to political uncertainty and military actions, we and the third parties upon which we rely may be vulnerable to a heightened risk of cyber-attacks, computer malware, viruses, supply chain attacks, social engineering 31 (including spear phishing and ransomware attacks) and general hacking that could materially disrupt our systems and operations.
Further, due to political uncertainty and military actions, we and the third parties upon which we rely may be vulnerable to a heightened risk of cyber-attacks, computer malware, viruses, supply chain attacks, social engineering (including spear phishing and ransomware attacks) and general hacking that could materially disrupt our systems and operations.
These changes could affect, among other things, areas related to our business such as the following: the liability of online service providers for actions by customers or users, including fraud, illegal content, spam, phishing, libel and defamation, hate speech, infringement of third-party intellectual property and other abusive conduct; other claims based on the nature and content of internet materials; user data privacy and security issues; consumer protection risks; evolving regulatory framework for AI/ML; 37 digital marketing aspects; characteristics and quality of services, including changes to networking relationships and anti-circumvention technologies; the contractual terms within our terms of service and other agreements with customers; cross-border e-commerce issues; and ease of access by our users to our platform.
These changes could affect, among other things, areas related to our business such as the following: the liability of online service providers for actions by customers or users, including fraud, illegal content, spam, phishing, libel and defamation, hate speech, infringement of third-party intellectual property and other abusive conduct; other claims based on the nature and content of internet materials; user data privacy and security issues; consumer protection risks; evolving regulatory framework for AI/ML; digital marketing aspects; characteristics and quality of services, including changes to networking relationships and anti-circumvention technologies; the contractual terms within our terms of service and other agreements with customers; cross-border e-commerce issues; and 33 ease of access by our users to our platform.
If our self-service customer acquisition model is not as effective as we anticipate or our sales force is not successful at growing our customer base, specifically our higher spend customers, our future growth will be impacted. 20 In addition, we must persuade potential customers that our products offer significant advantages over those of our competitors.
If our self-service customer acquisition model is not as effective as we anticipate or our sales force is not successful at growing our customer base, specifically our Higher Spend Customers, our future growth will be impacted. In addition, we must persuade potential customers that our products offer significant advantages over those of our competitors.
The markets that we serve are highly competitive and rapidly evolving. With the introduction of new technologies and innovations, we expect the competitive environment to remain intense. We compete primarily with large, diversified technology companies that focus on large enterprise customers and provide cloud computing as just a portion of the services and products that they offer.
The markets that we serve are highly competitive and rapidly evolving. With the introduction of new technologies and innovations, we expect the competitive environment to remain intense. We compete primarily with large, diversified 24 technology companies that focus on large enterprise customers and provide cloud computing as just a portion of the products and services that they offer.
Our customers’ decision whether to increase their usage or subscribe to additional products is driven by a number of factors, including customer satisfaction with the security, performance, and reliability of our platform and existing products, the functionality of any new products we may offer, general economic conditions, and customer reaction to our pricing model.
Our customers’ decision whether to increase their usage or subscribe to additional products is driven by a number of factors, including customer satisfaction with the security, performance, and reliability of our platform and existing products, the functionality of any new products we may offer, 16 general economic conditions, and customer reaction to our pricing model.
If our capacity needs are reduced, or if we decide to close a data center, we may nonetheless be committed to perform our obligations under the applicable leases including, among other things, paying the base rent for the balance of the lease term and continuing to pay for any servers or other equipment.
If our capacity needs are reduced, or if we decide to close a data center, we may nonetheless be committed to perform our obligations under the applicable leases 22 including, among other things, paying the base rent for the balance of the lease term and continuing to pay for any servers or other equipment.
If we fail to follow these security standards even if no customer or user information is compromised, we may incur significant fines or experience a significant increase in costs or reputational harm. Additionally, under various privacy laws and other obligations, we may be required to obtain certain consents to process personal data.
If we fail to follow these security standards even if no customer or personal information is compromised, we may incur significant fines or experience a significant increase in costs or reputational harm. Additionally, under various privacy laws and other obligations, we may be required to obtain certain consents to process personal data.
The storage of such information may require us to modify and enhance our platform at a significant cost. Our policies regarding user privacy could cause us to experience adverse business and reputational consequences with customers, employees, suppliers, government entities, users, and other third parties.
The storage of such information may also require us to modify and enhance our platform at a significant cost. Our policies regarding user privacy could cause us to experience adverse business and reputational consequences with customers, employees, suppliers, government entities, users, and other third parties.
Our reliance on these suppliers exposes us to risks, including: reduced control over production costs and constraints based on the then current availability, terms, and pricing of these components; competition with larger cloud computing companies and other consumers with respect to high demand equipment, such as GPUs; limited ability to control the quality, quantity and cost of our products or of their components; the potential for binding price or purchase commitments with our suppliers at higher than market rates; limited ability to adjust production volumes in response to our customers’ demand fluctuations; labor and political unrest at facilities we do not operate or own; geopolitical disputes disrupting our supply chain; business, legal compliance, litigation and financial concerns affecting our suppliers or their ability to manufacture and ship our products in the quantities, quality and manner we require; impacts on our supply chain from adverse public health developments, including outbreaks of contagious diseases; and disruptions due to floods, earthquakes, storms and other natural disasters, particularly in countries with limited infrastructure and disaster recovery resources.
Our reliance on these suppliers exposes us to risks, including: reduced control over production costs and constraints based on the then current availability, terms, and pricing of these components; competition with larger cloud computing companies and other consumers with respect to high demand equipment, such as GPUs; limited ability to control the quality, quantity and cost of our products or of their components; the potential for binding price or purchase commitments with our suppliers at higher than market rates; limited ability to adjust production volumes in response to our customers’ demand fluctuations; labor and political unrest at facilities we do not operate or own; geopolitical disputes, regulatory restrictions and sanctions disrupting our supply chain; business, legal compliance, litigation and financial concerns affecting our suppliers or their ability to manufacture and ship our products in the quantities, quality and manner we require; impacts on our supply chain from adverse public health developments, including outbreaks of contagious diseases; and disruptions due to floods, earthquakes, storms and other natural disasters, particularly in countries with limited infrastructure and disaster recovery resources.
As we increase our international business, we may engage with business partners and third party intermediaries to market our products and to obtain necessary permits, licenses, and other regulatory approvals, and may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities.
As we increase our international business, we may engage with business partners and third party intermediaries to market our products and to obtain 38 necessary permits, licenses, and other regulatory approvals, and may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities.
In addition, we may become subject to intellectual property disputes or otherwise subjected to liability for customer content on our platform. From time to time, we are subject to legal claims arising from intellectual property disputes regarding our customer’s alleged infringement of third party intellectual property and may be subject to similar claims.
In addition, we may become subject to intellectual property disputes or otherwise subjected to 39 liability for customer content on our platform. From time to time, we are subject to legal claims arising from intellectual property disputes regarding our customer’s alleged infringement of third party intellectual property and may be subject to similar claims.
The vast majority of our contracts with our customers are based on our terms of service, which do not require our customers to commit to a specific contractual period, and which permit the customer to terminate their contracts or decrease usage of our products and services without advance notice.
The majority of our contracts with our customers are based on our terms of service, which do not require our customers to commit to a specific contractual period, and which permit the customer to terminate their contracts or decrease usage of our products and services without advance notice.
We take steps designed to detect, mitigate and remediate vulnerabilities in our information systems (such as our hardware and/or software, including that of third parties upon which we rely). We may not, however, detect and remediate all such vulnerabilities including on a timely basis.
We take steps designed to detect, mitigate and remediate vulnerabilities in our information technology systems (such as our hardware and/or software, including that of third parties upon which we rely). We may not, however, detect and remediate all such vulnerabilities including on a timely basis.
Our inability to obtain adequate financing on terms satisfactory to us, when we require it, could significantly limit our ability to continue to support our business growth, respond to business challenges, expand our operations or otherwise capitalize on our business opportunities due to lack of sufficient capital.
Our 31 inability to obtain adequate financing on terms satisfactory to us, when we require it, could significantly limit our ability to continue to support our business growth, respond to business challenges, expand our operations or otherwise capitalize on our business opportunities due to lack of sufficient capital.
In light of our privacy commitments, we may legally challenge law enforcement requests to provide access to our systems, customer Droplets, or other user 40 content but may face complaints that we have provided information improperly to law enforcement or in response to third party abuse complaints.
In light of our privacy commitments, we may legally challenge law enforcement requests to provide access to our systems, customer Droplets, or other user content but may face complaints that we have provided information improperly to law enforcement or in response to third party abuse complaints.
As we continue to add product and service capabilities, our data center networks become increasingly complex and operating them becomes more challenging. 23 The terms of our existing data center agreements and leases vary in length and expire on various dates.
As we continue to add product and service capabilities, our data center networks become increasingly complex and operating them becomes more challenging. The terms of our existing data center agreements and leases vary in length and expire on various dates.
The Digital Millennium Copyright Act (DMCA), provides service providers a safe harbor from monetary damages for copyright infringement claims, provided that service providers comply with various requirements designed to stop or discourage infringement on their platforms by their users.
The Digital Millennium Copyright Act (DMCA), provides 32 service providers a safe harbor from monetary damages for copyright infringement claims, provided that service providers comply with various requirements designed to stop or discourage infringement on their platforms by their users.
Our attempt to enforce our 42 intellectual property rights, even if successful, could result in costly litigation or diversion of our management’s attention and resources, and, as a result, delay sales or the implementation or introduction of our products and platform capabilities, or injure our reputation.
Our attempt to enforce our intellectual property rights, even if successful, could result in costly litigation or diversion of our management’s attention and resources, and, as a result, delay sales or the implementation or introduction of our products and platform capabilities, or injure our reputation.
If we are unable to attract new customers, retain existing customers and/or expand usage of our platform by such customers, we may not achieve the growth we expect, which would adversely affect our results of operations and financial condition.
If we are unable to expand usage of our platform by existing customers, attract new customers and/or retain existing customers, we may not achieve the growth we expect, which would adversely affect our results of operations and financial condition.
New rules related to the ePrivacy Regulation are likely to include enhanced consent requirements in order to use 39 communications content and metadata, which may negatively impact our platform and products and our relationships with our customers.
New rules related to the ePrivacy Regulation are likely to include enhanced consent requirements in order to use communications content and metadata, which may negatively impact our platform and products and our relationships with our customers.
From time to 36 time, we are subject to legal claims arising from the conduct of certain of our customers and may be subject to additional lawsuits or regulatory enforcement actions relating to the content or actions by our customers or users.
From time to time, we are subject to legal claims or regulatory enforcement actions arising from the conduct of certain of our customers and may be subject to additional lawsuits or regulatory enforcement actions relating to the content or actions by our customers or users.
Any such disclosure could significantly and adversely impact our business and reputation. We publish a transparency report on an annual basis to provide details of government entity requests we receive.
Any such disclosure could significantly and adversely impact our business and reputation. 37 We publish a transparency report on an annual basis to provide details of government entity requests we receive.
These restrictions limit the ability of our subsidiaries, and effectively limit our ability to, among other things: incur or guarantee additional debt or issue disqualified equity interests; pay dividends and make other distributions on, or redeem or repurchase, capital stock; make certain investments; incur certain liens; enter into transactions with affiliates; 34 merge or consolidate; enter into agreements that restrict the ability of restricted subsidiaries to make certain intercompany dividends, distributions, payments or transfers; and transfer or sell assets.
These restrictions limit the ability of our subsidiaries, and effectively limit our ability to, among other things: incur or guarantee additional debt or issue disqualified equity interests; 30 pay dividends and make other distributions on, or redeem or repurchase, capital stock; make certain investments; incur certain liens; enter into transactions with affiliates; merge or consolidate; enter into agreements that restrict the ability of restricted subsidiaries to make certain intercompany dividends, distributions, payments or transfers; and transfer or sell assets.
Certain states also impose stricter requirements for processing certain personal data, including sensitive information, such as conducting data privacy impact assessments. These state laws allow for statutory fines for noncompliance.
Certain states also impose stricter requirements for processing certain personal data, including sensitive information, such as conducting data privacy impact assessments. 35 These state laws allow for statutory fines for noncompliance.
In November 2021, we issued $1.5 billion aggregate principal amount of 0% convertible senior notes due 2026 in a private placement. As of December 31, 2023, we had no outstanding indebtedness, but significant borrowing capacity, under our credit facility with KeyBank National Association, as administrative agent, and the other lenders party thereto.
In November 2021, we issued $1.5 billion aggregate principal amount of 0% convertible senior notes due 2026 in a private placement. As of December 31, 2024, we had no outstanding indebtedness, but significant borrowing capacity, under our credit facility with KeyBank National Association, as administrative agent, and the other lenders party thereto.
Although we carry general liability insurance, our insurance may not cover potential claims of this type or may not be adequate to indemnify us for all liability that may be imposed.
Although we carry liability insurance, our insurance may not cover potential claims of this type or may not be adequate to indemnify us for all liability that may be imposed.
In addition to the other risks described herein, factors that may affect our results of operations include the following: fluctuations in demand for or pricing and usage of our platform and products; our ability to attract new customers and retain existing customers; customer expansion rates; integration of new products; timing and amount of our investments and capital expenditures related to successfully optimizing, utilizing and expanding our data center facilities; the investment in and integration of new products and features relative to investments in our existing infrastructure and products; our ability to control costs, including our operating expenses, and the timing of payment for expenses; the amount and timing of non-cash expenses, including stock-based compensation, goodwill impairments and other non-cash charges; the amount and timing of costs associated with recruiting, training and integrating new employees and retaining and motivating existing employees; the effects of acquisitions, including the recent Paperspace acquisition and previous Cloudways acquisition, and their integration; general economic conditions, both domestically and internationally, and economic conditions specifically affecting industries in which our customers participate; the impact of new accounting pronouncements; changes in regulatory or legal environments that may cause us to, among other elements, be unable to continue operating in a particular market, remove certain customers from our platform, and/or incur expenses associated with compliance; changes in the competitive dynamics of our market, including consolidation among competitors or customers or new entrants into our market; our ability to control fraudulent registrations and usage of our platform, reduce bad debt and lessen capacity constraints on our data centers, servers and equipment; and significant security breaches of, technical difficulties with, or interruptions to, the delivery and use of our products and platform capabilities.
In addition to the other risks described herein, factors that may affect our results of operations include the following: fluctuations in demand for or pricing and usage of our platform and products; our ability to attract new customers and retain existing customers; customer expansion rates; 14 integration of new products; timing and amount of our investments and capital expenditures related to successfully optimizing, utilizing and expanding our data center facilities; the investment in and integration of new products and features relative to investments in our existing infrastructure and products; our ability to control costs, including our operating expenses, and the timing of payment for expenses; the amount and timing of non-cash expenses, including stock-based compensation, goodwill impairments and other non-cash charges; the amount and timing of costs associated with recruiting, training and integrating new employees and retaining and motivating existing employees; the effects of acquisitions and their integration; general economic conditions, both domestically and internationally, and economic conditions specifically affecting industries in which our customers participate; changes in regulatory or legal environments that may cause us to, among other elements, be unable to continue operating in a particular market, remove certain customers from our platform, and/or incur expenses associated with compliance; changes in the competitive dynamics of our market, including consolidation among competitors or customers or new entrants into our market; significant security breaches of, technical difficulties with, or interruptions to, the delivery and use of our products and platform capabilities; our ability to control fraudulent registrations and usage of our platform, reduce bad debt and lessen capacity constraints on our data centers, servers and equipment; and the impact of new accounting pronouncements.
We may not successfully accomplish any of our objectives and, as a 18 result, it is difficult for us to forecast our future results of operations.
We may not successfully accomplish any of our objectives and, as a result, it is difficult for us to forecast our future results of operations.
Our customers generally have no obligation to maintain their usage of our platform. This ease of termination could cause our results of operations to fluctuate significantly from quarter to quarter.
These customers generally have no obligation to maintain their usage of our platform. This ease of termination could cause our results of operations to fluctuate significantly from quarter to quarter.
If we fail to integrate our platform with third-party applications that our customers use, we may not be able to offer the functionality that our customers need, which would harm our business. 26 We rely heavily on the reliability, security and performance of our internally developed systems and operations.
If we fail 23 to integrate our platform with third-party applications that our customers use, we may not be able to offer the functionality that our customers need, which would harm our business. We rely heavily on the reliability, security and performance of our internally developed systems and operations.
If we fail to comply with these laws and regulations, we and certain of our employees could be subject to civil or criminal penalties, including the possible loss of export privileges and fines. We may also be adversely affected through penalties, reputational harm, loss of access to certain markets, or otherwise.
If we fail to comply with these laws and regulations, we and certain of our employees could be subject to civil or criminal penalties, including the possible loss of export privileges and fines. We may also be adversely affected through penalties, reputational harm, loss of access to certain markets, compliance costs, or otherwise.
We are exposed to fluctuations in currency exchange rates and interest rates, which could negatively affect our results of operations and our ability to invest and hold our cash. 32 Our sales are primarily denominated in U.S. dollars, and therefore, our revenue is generally not subject to foreign currency risk.
We are exposed to fluctuations in currency exchange rates and interest rates, which could negatively affect our results of operations and our ability to invest and hold our cash. Our sales are currently primarily denominated in U.S. dollars, and therefore, our revenue is generally not subject to foreign currency risk.
Further, we do not directly control content that our customers or users store, use, or access in our products.
We do not directly control content that our customers or users store, use, or access in our products.
Based on our current understanding of the minimum revenue thresholds, we currently expect to be outside the scope of both the proposed Pillar One and Pillar Two proposals but could fall within their scope in the future, which could increase our tax obligations and require us to incur additional material costs to ensure compliance with any such rules in the countries where we do business.
Based on our current understanding of the minimum revenue thresholds, we currently expect to be outside the scope of the Pillar Two proposals but could fall within their scope in the future, which could increase our tax obligations and require us to incur additional material costs to ensure compliance with any such rules in the countries where we do business.
We have developed policies governing the use of AI/ML technology to help reasonably ensure that such AI/ML technology is used in a trustworthy manner by our employees, contractors, and authorized agents and that our assets, including intellectual 30 property, competitive information, personal information we may collect or process, and customer information, are protected.
We have developed policies governing the use of AI/ML technology to help reasonably ensure that such AI/ML technology is developed and used in a trustworthy manner by our employees, contractors, and authorized agents and that our assets, including intellectual property, competitive information, financial information, personal data we may collect or process, and customer information, are protected.
If there is a reduction in demand caused by a lack of customer acceptance, technological challenges, weakening economic conditions, data security or privacy concerns, governmental regulation, competing technologies and products, or decreases in information technology spending or 21 otherwise, either now or in the future, the market for our platform and products might not continue to develop or might develop more slowly than we expect, which would adversely affect our business, financial condition and results of operations.
If there is a reduction in demand caused by technological challenges, weakening economic conditions, data security or privacy concerns, governmental regulation, competing technologies and products, or decreases in information technology spending or otherwise, either now or in the future, the market for our platform and products might not continue to develop or might develop more slowly than we expect, which would adversely affect our business, financial condition and results of operations.
If our customers or users use our products for the transmission or storage of personally identifiable information and our security measures are or are believed to have been weak or breached, our reputation could be damaged, our business may suffer, and we could incur significant liability.
If our customers or users use our products for the transmission or storage of sensitive information and our security measures are or are believed to have been weak or breached, our reputation could be damaged, our business may suffer, and we could incur significant liability.
If we do not continue to maintain our corporate culture as we grow and expand to new geographies or as a result of any reductions in workforce, we may be unable to foster the innovation, creativity and entrepreneurial spirit we believe we need to support our growth.
If we do not continue to maintain our corporate culture as we grow or as a result of any reductions in workforce, we may be unable to foster the innovation, creativity and entrepreneurial spirit we believe we need to support our growth.
For example, the Organisation for Economic Co-operation and Development (OECD) has been spearheading a multilateral effort on proposals, commonly referred to as “BEPS 2.0”, which, if and to the extent implemented, would make important changes to the international tax system.
For example, the Organisation for Economic Co-operation and Development (OECD) has been spearheading a multilateral effort on proposals, commonly referred to as “BEPS 2.0”, which, to the extent implemented, will make important changes to the international tax system.
If we do not successfully remediate the material weakness, or if other material weaknesses or other deficiencies arise in the future, we may be unable to accurately report our financial results, which could cause our financial results to be materially misstated and require restatement.
If we do not successfully remediate any material weaknesses or other deficiencies that arise in the future, we may be unable to accurately report our financial results, which could cause our financial results to be materially misstated and require restatement.
We are subject to governmental export and import controls and economic sanctions laws that could impair our ability to compete in international markets or subject us to liability if we are not in full compliance with applicable laws.
We are subject to governmental export and import controls, economic sanctions, and foreign investment laws and regulations that could impair our ability to compete in international markets or subject us to liability if we are not in full compliance with applicable laws.
The market price of our common stock may be highly volatile and may fluctuate or decline substantially as a result of a variety of factors, some of which are beyond our control, including: actual or anticipated fluctuations in our financial condition or results of operations; variance in our financial performance from expectations of securities analysts or the financial guidance we provide to the public; changes in the pricing of our products and platform; changes in our projected operating and financial results; changes in laws or regulations applicable to our platform and products; announcements by us or our competitors of significant business developments, acquisitions, or new offerings; significant data breaches, disruptions to or other incidents involving our software; our involvement in litigation; future sales of our common stock by us or our stockholders; changes in senior management or key personnel; the trading volume of our common stock; changes in the anticipated future size and growth rate of our market; and general economic and market conditions. 44 Broad market and industry fluctuations, as well as general economic, geopolitical, regulatory, and market conditions, may also negatively impact the market price of our common stock.
The market price of our common stock may be highly volatile and may fluctuate or decline substantially as a result of a variety of factors, some of which are beyond our control, including: actual or anticipated fluctuations in our financial condition or results of operations; variance in our financial performance from expectations of securities analysts or the financial guidance we provide to the public; changes in the pricing of our products and platform; changes in our projected operating and financial results; changes in laws or regulations applicable to our platform and products; announcements by us or our competitors of significant business developments, acquisitions, or new offerings; significant data breaches, disruptions to or other incidents involving our software; our involvement in litigation; future sales of our common stock by us or our stockholders; changes in senior management or key personnel; the trading volume of our common stock; changes in the anticipated future size and growth rate of our market; and general economic and market conditions.
Changes in our platform, or future changes in export and import regulations may prevent our users with international operations from utilizing our platform globally or, in some cases, prevent the export or import of our platform to certain countries, governments, or persons altogether.
Changes in our platform, or future changes in trade-related regulations may prevent our users with international operations from utilizing our platform globally or, in some cases, prevent the export or import of our platform to certain countries, governments, or persons altogether.
Most recently, new export controls have included strict licensing restrictions on exports of U.S. regulated semiconductor- and 41 supercomputer-related products and technologies as well as certain chips and chip-related products and technologies to China.
Most recently, new export controls have included strict licensing restrictions on exports of U.S. regulated semiconductor- and supercomputer-related products and technologies, as well as certain chips and chip-related products and technologies.
Any change in export or import regulations, economic sanctions, or related legislation, or change in the countries, governments, persons, or technologies targeted by such regulations, could result in decreased use of our platform by, or in our decreased ability to export or sell subscriptions to our platform to, existing or potential users with international operations.
Any change in export or import regulations, economic sanctions, foreign investment laws, or other related legislation, or change in the countries, governments, persons, or technologies targeted by such regulations, could result in decreased use of our platform by, or in our decreased ability to export or sell subscriptions to our platform to, existing or potential users with international operations.
On multiple occasions, the FCC has adopted and later repealed net neutrality rules that bar internet providers from blocking or slowing down access to online content, thereby protecting services like ours from such interference. The FCC’s actions follow changes in the composition of commissioners at the FCC.
On multiple occasions, the FCC has adopted and later repealed net neutrality rules that bar internet providers from blocking or slowing down access to online content, thereby protecting services like ours from such interference. The FCC’s actions follow changes in the composition of commissioners at the FCC. Currently, there are no federal net neutrality rules.
The markets in which we compete are relatively new and subject to rapid technological change, evolving industry standards, and changing regulations, as well as changing customer needs, requirements and preferences.
The markets in which we 18 compete are subject to rapid technological change, evolving industry standards, and changing regulations, as well as changing customer needs, requirements and preferences.
Obtaining the necessary authorizations, including any required license, for a particular transaction may be time-consuming, is not guaranteed, and may result in the delay or loss of sales opportunities. Laws and restrictions continue to evolve in connection with geopolitical tensions and the introduction and increasing adoption of new technologies.
Obtaining the necessary authorizations, including any required license, for a particular transaction may be time-consuming, is not guaranteed, and may result in the delay or loss of sales opportunities. Trade-related laws and restrictions continue to evolve in response to geopolitical tensions and the introduction and increasing adoption of new technologies.
If our results of operations fall below the expectations of investors and securities analysts who follow our stock, the price of our common stock could decline substantially, and we could face costly lawsuits, including securities class action suits. We have a history of operating losses and we may not be able to sustain profitability in the future.
If our results of operations fall below the expectations of investors and securities analysts who follow our stock, the price of our common stock could decline substantially, and we could face costly lawsuits, including securities class action suits. We may not be able to sustain profitability in the future.
Our current and future international business and operations involve a variety of risks, including: slower than anticipated availability and adoption of cloud-based infrastructures and platforms by international businesses; the need to adapt and localize our products for specific countries; potential changes in trade relations, regulations, or laws; more stringent regulations relating to privacy and data security and the unauthorized use of, or access to, commercial and personal information, particularly in Europe; challenges inherent in efficiently managing, and the increased costs associated with, an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits, and compliance programs that are specific to each jurisdiction; greater difficulty collecting accounts receivable and longer payment cycles; payment issues and other foreign currency risks, including fluctuations in exchange rates; inflation in certain regions where we operate; laws and business practices favoring local competitors or general market preferences for local vendors; political instability or terrorist activities; an outbreak of a contagious disease or a natural disaster that may cause us or our third-party providers and/or customers to temporarily suspend our or their respective operations in the affected city or country; and adverse tax burdens and foreign exchange restrictions that could make it difficult to repatriate earnings and cash.
Our current and future international business and operations involve a variety of risks, including: slower than anticipated availability and adoption of cloud-based infrastructures and platforms by international businesses; the need to adapt and localize our products for specific countries; potential changes in laws, regulations, sanctions or trade relations; more stringent regulations relating to data privacy and security and the unauthorized use of, or access to, commercial and personal data, particularly in Europe; challenges inherent in efficiently managing, and the increased costs associated with, an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits, and compliance programs that are specific to each jurisdiction; greater difficulty collecting accounts receivable and longer payment cycles; payment issues and other foreign currency risks, including fluctuations in exchange rates; inflation in certain regions where we operate; laws and business practices favoring local competitors or general market preferences for local vendors; political instability or terrorist activities; an outbreak of a contagious disease or a natural disaster that may cause us or our third-party providers and/or customers to temporarily suspend our or their respective operations in the affected city or country; and adverse tax burdens and foreign exchange restrictions that could make it difficult to repatriate earnings and cash. 28 If we invest substantial time and resources to further expand our international operations and are unable to do so successfully and in a timely manner, our business and results of operations will suffer.
We have in the past and may in the future be named as a defendant in securities class action lawsuits and stockholder derivative lawsuits. These types of lawsuits could result in substantial damages, divert management’s time and attention from our business, and have a material adverse effect on our results of operations.
We have in the past and may in the future be named as a defendant in litigation, including securities class action lawsuits and stockholder derivative lawsuits. Any lawsuits could result in substantial damages, divert management’s time and attention from our business, and have a material adverse effect on our results of operations.
We may also be impacted by and the target of cyber-attacks by third parties seeking unauthorized access to our or our customers’ or users’ sensitive or proprietary data or to disrupt our ability to provide our services.
We have in the past and may in the future also be impacted by and the target of cyber-attacks by third parties seeking unauthorized access to our or our customers’ or users’ sensitive or proprietary data or to disrupt our ability to provide our services.
Our actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions; litigation (including class claims) and mass arbitration demands; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; loss of customers or sales; and other adverse business consequences.
Our (or the third parties with whom we work) actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions; litigation (including class claims) and mass arbitration demands; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; loss of customers or sales; and other adverse business consequences.
For example, under the EU GDPR, companies may face temporary or definitive bans on data processing and other corrective actions; fines of up to 20 million Euros or 4% of annual global revenue, whichever is greater; or private litigation related to processing of personal data brought by classes of data subjects or consumer protection organizations authorized at law to represent their interests.
For example, under the EU GDPR, companies may face temporary or definitive bans on data processing and other corrective actions; fines of up to 20 million Euros under the EU GDPR, 17.5 million pounds sterling under the UK GDPR or, in each case 4% of annual global revenue, whichever is greater; or private litigation related to processing of personal data brought by classes of data subjects or consumer protection organizations authorized at law to represent their interests.
Our increased focus on the development and use of artificial intelligence and machine learning, including through our recent acquisition of Paperspace, may result in reputational harm, liability or other adverse consequences to our business, results of operations or financial results.
Our increased focus on the development and use of artificial intelligence and machine learning may result in reputational harm, liability or other adverse consequences to our business, results of operations or financial results.
If we are not able to successfully hedge against the risks associated with currency fluctuations, our results of operations could be adversely affected. Our international operations may subject us to potential adverse tax consequences. We are expanding our international operations to better support our growth into international markets.
If we are not able to successfully hedge against the risks associated with currency fluctuations, our results of operations could be adversely affected. Our international operations may subject us to potential adverse tax consequences.
If these markets fail to be as lucrative as we project or we are unable to market and sell our services to such customers effectively, our ability to grow our revenues quickly and achieve or maintain profitability will be harmed. We are focused on attracting higher spend customers to our platform.
If these markets fail to be as lucrative as we project or we are unable to market and sell our services to such customers effectively, our ability to grow our revenues quickly and achieve or maintain profitability will be harmed.
Our inability or failure to do so could result in adverse consequences. In the past few years, numerous U.S. states—including California, Virginia, Colorado, Connecticut and Utah—have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data.
Our inability or failure to do so could result in adverse consequences. Numerous U.S. states have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data.
In order to grow our business, we must continue to attract new customers in a cost-effective manner and enable these customers to realize the benefits associated with our products and services.
In order to grow our business, we must continue to expand the usage by our existing customers on our platform, attract new customers in a cost-effective manner and enable these customers to realize the benefits associated with our products and services.
The primary vendors in this category include Amazon (AWS), Microsoft (Azure), Google (GCP), IBM (IBM Cloud), Alibaba (Alibaba Cloud) and Oracle (Oracle Cloud). We also compete with smaller, 27 niche cloud service providers that typically target individuals and smaller businesses, simple use cases or narrower geographic markets. Some examples in this category include OVHcloud, Vultr, Akamai (Linode), Hetzner and Heroku.
The primary vendors in this category include Amazon (AWS), Microsoft (Azure), Google (GCP), IBM (IBM Cloud), Alibaba (Alibaba Cloud) and Oracle (Oracle Cloud). We also compete with smaller and/or niche cloud service providers that typically target individuals and smaller businesses, simple use cases and/or narrower geographic markets.
Other jurisdictions may adopt similarly stringent interpretations of their data localization and cross-border data transfer laws.
Other jurisdictions may adopt or have already adopted similarly stringent interpretations of their data localization and cross-border data transfer laws.
Our corporate culture has contributed to our success and if we cannot maintain this culture as we grow and expand geographically, we could lose the innovation, creativity and entrepreneurial spirit we have worked hard to foster, which could harm our business.
Our corporate culture has contributed to our success and if we cannot maintain this culture as we grow , we could lose the innovation, creativity and entrepreneurial spirit we have worked hard to foster, which could harm our business. We believe our corporate culture has been a key contributor to our success to date.
We have incurred significant losses in the past and continue to have an accumulated deficit. While we have experienced revenue growth in recent periods, we are not certain whether or when we will obtain a high enough volume of sales to sustain or increase our growth or maintain profitability in the future.
While we have experienced revenue growth in recent periods, we are not certain whether or when we will obtain a high enough volume of sales to sustain or increase our growth or maintain profitability in the future.
Obligations to calculate, collect and remit sales, value-added, digital services, or other taxes in jurisdictions in which we have no physical presence could also create additional administrative burdens for us, put us at a competitive disadvantage if similar obligations are not imposed on our competitors, and decrease our future sales, which could have a material adverse effect on our business and results of operations.
Obligations to calculate, collect and remit sales, value-added, digital services, or other taxes in jurisdictions in which we have no physical presence could also create additional administrative burdens for us, put us at a competitive disadvantage if similar obligations are not imposed on our competitors, and decrease our future sales, which could have a material adverse effect on our business and results of operations. 29 Our ability to use our net operating losses and other tax credits to offset future taxable income may be subject to certain limitations.
In addition, the acquisition may not ultimately strengthen our competitive position or could be viewed negatively by our customers, investors or securities analysts.
In addition, the acquisition may not ultimately strengthen our competitive position or could be viewed negatively by our customers, investors or securities analysts. Our business could be disrupted by catastrophic occurrences and similar events.
These proposals are based on two “pillars”, involving the reallocation of taxing rights in respect of certain multinational enterprises above a fixed profit margin to the jurisdictions in which they carry on business (Pillar One) and imposing a minimum effective corporate tax rate on certain multinational enterprises (Pillar Two).
These proposals are based on two “pillars”, involving the reallocation of taxing rights in respect of certain multinational enterprises above a fixed profit margin to the jurisdictions in which they carry on business (Pillar One) (based on the thresholds, we currently expect to be outside the scope of the Pillar One proposals, but could fall within their scope in the future) and imposing a minimum effective corporate tax rate on certain multinational enterprises (Pillar Two).
Our platform, systems, networks and physical facilities, and those of our vendors, have been in the past and may continue in the future to be breached, and sensitive and proprietary data may have been and could be otherwise compromised.
Our platform, information technology systems, networks and physical facilities, and those of the third parties with whom we work, have been in the past and may continue in the future to be breached, and sensitive and proprietary data may have been and could be otherwise compromised.
While we have implemented security measures designed to protect against security incidents, there can be no assurance that these will be effective and our security measures or those of our third-party service providers that store or otherwise process certain of our and our customers’ or users’ data on our behalf could be breached or we could suffer a loss of our or our customers’ or users’ data.
While we have implemented security measures designed to protect against security incidents, there can be no assurance that these will be effective and our security measures, or those of our third parties that process sensitive information on our behalf, could be breached or we could suffer a loss of our sensitive information.
In addition, we rely on our user community to serve as a resource for questions on any part of our platform. Members of our user community are not obligated to participate in discussions with other users, and to the extent they do not, our customers’ ability to find answers to questions about our platform or services may suffer.
Members of our user community are not obligated to participate in discussions with other users, and to the extent they do not, our customers’ ability to find answers to questions about our platform or services may suffer.
Our business activities are subject to various restrictions under United States export and similar laws and regulations, including the United States Department of Commerce’s Export Administration Regulations and various economic and trade sanctions regulations administered by the United States Treasury Department’s Office of Foreign Assets Controls.
Our business activities are subject to various export, import, sanctions, and foreign investment laws and regulations, including, without limitation, the United States Department of Commerce’s Export Administration Regulations and various economic and trade sanctions regulations administered by the United States Department of the Treasury’s Office of Foreign Assets Controls.
The investment in AI/ML offerings within our existing product portfolio may result in new or enhanced governmental or regulatory scrutiny, litigation, confidentiality or security risks, ethical concerns, or other complications that could adversely affect our business, reputation, or financial results.
We continue to invest in our AI/ML product offerings, which may result in new or enhanced governmental or regulatory scrutiny, litigation, confidentiality, privacy or security risks, ethical concerns, or other complications that could adversely affect our business, reputation, or financial results.

185 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

6 edited+0 added0 removed11 unchanged
Biggest changeOur cybersecurity risk management program includes: a risk assessment methodology designed to escalate cybersecurity risks to the appropriate channels within our organization in order to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; a security department, including our CISO and experienced information systems security professionals and information security managers, divided into three teams: (1) security operations, which is responsible for 47 responding to abuse on our platform, digital forensics and incident response, and threat intelligence; (2) security engineering, which is responsible for security data analysis and observability on our infrastructure and product offerings; and (3) trust and governance, which is responsible for privacy and security regulatory compliance and risk management; a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents and escalating cybersecurity incidents to cross-functional teams, management and our Board of Directors (Board); deployment of technical safeguards that are designed to protect our platform, customers, employees and systems from cybersecurity threats.
Biggest changeOur cybersecurity risk management program includes: a risk assessment methodology designed to escalate cybersecurity risks to the appropriate channels within our organization in order to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment; a security department, including our CISO and experienced information systems security professionals and information security managers, divided into three teams: (1) security operations, which is responsible for responding to abuse on our platform, digital forensics and incident response, and threat intelligence; (2) security engineering, which is responsible for security data analysis and observability on our infrastructure and product offerings; and (3) trust and governance, which is responsible for privacy and security regulatory compliance and risk management; a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents and escalating cybersecurity incidents to cross-functional teams, management and our Board of Directors (Board); deployment of technical safeguards that are designed to protect our platform, customers, employees and systems from cybersecurity threats.
We have an established process and playbook led by our chief information security officer (CISO) governing our assessment, response and notifications internally and externally upon the occurrence of a cybersecurity incident. We undertake periodic reassessments of the Company’s risk profile and may make certain adjustments to our security controls based on such assessments to further enhance our security posture.
We have an established 44 process and playbook led by our chief information security officer (CISO) governing our assessment, response and notifications internally and externally upon the occurrence of a cybersecurity incident. We undertake periodic reassessments of the Company’s risk profile and may make certain adjustments to our security controls based on such assessments to further enhance our security posture.
We maintain an in depth incident response plan that includes a 48 process for identifying, containing and removing any threats and vulnerabilities and a plan to recover and restore normal business operations following an incident. Members of the security team are always on call to be able to address any issues that arise.
We maintain an in depth incident response plan that includes a process for identifying, containing and removing any threats and vulnerabilities and a plan to recover and restore normal business operations following an incident. Members of the security team are always on call to be able to address any issues that arise.
Our cybersecurity risk management program is designed to be adaptable in order to respond to an evolving landscape of emerging threats and available technology. Our security controls and cybersecurity risk management program are evaluated through data gathering and analysis of emerging threats from internal and external incidents and technology investments. See the Part I, Item 1A.
Our cybersecurity risk management program is designed to be adaptable in order to respond to an evolving landscape of emerging threats and available technology. Our security controls and cybersecurity risk management program are evaluated through data gathering and analysis of emerging threats from internal and external incidents and technology investments. See Part I, Item 1A.
In addition, we have created a cybersecurity materiality assessment team, which includes representatives from our security, legal, internal audit, communications and investor relations departments that reviews and assesses the impact of cybersecurity incidents on the company, our customers and other stakeholders.
In addition, we have created a cybersecurity materiality assessment team, which includes representatives from our security, legal, finance, internal audit, communications and investor relations departments that reviews and assesses the impact of cybersecurity incidents on the company, our customers and other stakeholders.
“Risk Factors” for a more comprehensive description of risks related to cybersecurity. Cybersecurity Governance Our Board has overall oversight responsibility for our risk management and delegated cybersecurity risk management oversight to the Audit Committee of the Board. The Audit Committee oversees management’s implementation of our cybersecurity risk management program.
“Risk Factors” for a more comprehensive description of risks related to cybersecurity. Cybersecurity Governance Our Board has overall oversight responsibility for our risk management and delegated cybersecurity risk management oversight to the Audit Committee of the Board. The Audit Committee oversees management’s 45 implementation of our cybersecurity risk management program.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added0 removed2 unchanged
Biggest changeThe lease and the related subleases terminate in July 2025. We also have entered into leases for small spaces in a number of co-working locations. Additionally, we lease space to operate 16 data centers worldwide, including in the United States, Australia, Canada, Germany, India, the Netherlands, Singapore and the United Kingdom. We do not own any real property.
Biggest changeThe lease and the related subleases terminate in June 2025. We also have entered into leases for small office spaces in a number of locations. Additionally, we lease space to operate 16 data centers worldwide, including in the United States, Australia, Canada, Germany, India, the Netherlands, Singapore and the United Kingdom. We do not own any real property.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added6 removed1 unchanged
Biggest changeThe results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Biggest changeThe results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 46 PART II
Removed
On September 12, 2023, a putative class action lawsuit was filed in the United States District Court for the Southern District of New York against us and certain of our current and former executive officers for alleged violations of the U.S. federal securities laws. The complaint in the lawsuit, captioned Agarwal v. DigitalOcean Holdings, Inc., et. al.
Removed
(Case 1:23-cv-08060), asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 on behalf of a proposed class consisting of those who acquired our common stock between February 16, 2023 and August 25, 2023 (the “Putative Class Period”), and alleged that we made materially false and misleading statements regarding our business during the Putative Class Period.
Removed
On January 3, 2024, the plaintiff in the federal class action lawsuit voluntarily dismissed the action without prejudice.
Removed
On December 12, 2023 and December 14, 2023, respectively, we were named a nominal defendant in two putative stockholder derivative actions filed in the United States District Court for the District of Delaware against our directors and our former chief executive officer and member of the board. The complaints in the two lawsuits, captioned Flanagan v. Spruill, et al.
Removed
(Case No. 1:23-cv-01424-RGA) and Reynolds v. Spruill, et al. (Case No. 1:23-cv-01433-RGA), alleged, among other things, violations of federal law and breaches of fiduciary duty, in relation to substantially the same factual allegations as the above-described federal class action lawsuit captioned Agarwal v. DigitalOcean Holdings, Inc., et. al. (Case 1:23-cv-08060). On January 12, 2024, the two cases were consolidated.
Removed
On February 7, 2024, the consolidated action was voluntarily dismissed without prejudice. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 49 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+2 added2 removed5 unchanged
Biggest changeIssuer Purchases of Equity Securities The following table provides information with respect to repurchases of shares of common stock by the Company during the three months ended December 31, 2023: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program (1) Approximate Dollar Value (in thousands) of Shares that May Yet Be Purchased Under the Program (1) October 1-31, 2023 481,114 $ 22.87 481,114 $ 14,046 November 1-30, 2023 117,691 21.24 117,691 11,545 December 1-31, 2023 Total 598,805 $ 22.55 598,805 (1) On February 14, 2023, the Company’s Board of Directors approved the repurchase of up to an aggregate of $500.0 million of the Company’s common stock (the “2023 Share Buyback Program”).
Biggest changeIssuer Purchases of Equity Securities The following table provides information with respect to repurchases of shares of common stock by the Company during the three months ended December 31, 2024: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program (1) Approximate Dollar Value (in thousands) of Shares that May Yet Be Purchased Under the Program (1) October 1-31, 2024 186,327 $ 41.86 186,327 $ 102,648 November 1-30, 2024 347,744 37.91 347,744 $ 89,463 December 1-31, 2024 182,647 37.45 182,647 $ 82,298 Total 716,718 $ 38.82 716,718 (1) On February 20, 2024, our Board of Directors approved the repurchase of up to an aggregate of $140 million of our common stock (2024 Share Buyback Program).
The stock price performance shown in the graph represents past performance and should not be considered an indication of future stock price performance. 50 Information used in the graph was obtained from a source we believe to be reliable, but we do not assume responsibility for any errors or omissions in such information.
The stock price performance shown in the graph represents past performance and should not be considered an indication of future stock price performance. 47 Information used in the graph was obtained from a source we believe to be reliable, but we do not assume responsibility for any errors or omissions in such information.
Stock Performance Graph The graph below shows a comparison, from March 24, 2021 (the date our common stock commenced trading on the NYSE) through December 31, 2023, of the cumulative total return to stockholders of our common stock relative to the Standard & Poor’s 500 Index (“S&P 500”) and the S&P Information Technology Index (“S&P Information Technology”).
Stock Performance Graph The graph below shows a comparison, from March 24, 2021 (the date our common stock commenced trading on the NYSE) through December 31, 2024, of the cumulative total return to stockholders of our common stock relative to the Standard & Poor’s 500 Index (S&P 500) and the S&P Information Technology Index (S&P Information Technology).
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information for Common Stock Our common stock trades on The New York Stock Exchange (“NYSE”) under the symbol “DOCN”. Holders of Record As of February 8, 2024, there were 36 stockholders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information for Common Stock Our common stock trades on The New York Stock Exchange (NYSE) under the symbol “DOCN”. Holders of Record As of February 18, 2025, there were 26 stockholders of record of our common stock.
Removed
Pursuant to the 2023 Share Buyback Program, repurchases of the Company’s common stock could occur using a variety of methods, which could include but was not limited to open market purchases, the implementation of a 10b5-1 plan, and/or any other available methods in accordance with SEC and other applicable legal requirements.
Added
Pursuant to the 2024 Share Buyback Program, repurchases of our common stock were made at prevailing market prices through open market purchases or in negotiated transactions off the market.
Removed
The 2023 Share Buyback Program expired on December 31, 2023.
Added
The repurchase program is authorized through fiscal year 2025; however, we are not obligated to acquire any particular amount of common stock and the program may be extended, modified, suspended or discontinued at any time at our discretion.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

88 edited+62 added48 removed35 unchanged
Biggest changeResults of Operations The following table sets forth our results of operations for the periods presented: Year Ended December 31, 2023 2022 2021 (in thousands) Revenue $ 692,884 $ 576,322 $ 428,561 Cost of revenue (1) 283,967 211,927 170,595 Gross profit 408,917 364,395 257,966 Operating expenses: Research and development (1) 140,365 143,885 115,684 Sales and marketing (1) 73,027 81,022 50,878 General and administrative (1) 162,742 165,185 102,590 Restructuring and other charges (1) 20,887 Total operating expenses 397,021 390,092 269,152 Income (loss) from operations 11,896 (25,697) (11,186) Other income (expense), net 14,880 1,812 (7,015) Income (loss) before income taxes 26,776 (23,885) (18,201) Income tax expense (7,367) (3,919) (1,302) Net income (loss) attributable to common stockholders $ 19,409 $ (27,804) $ (19,503) ___________________ 57 (1) Includes stock-based compensation as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Cost of revenue $ 1,836 $ 1,820 $ 1,147 Research and development 43,315 39,354 23,315 Sales and marketing 15,751 14,909 8,471 General and administrative 23,508 49,746 28,644 Restructuring and other charges 3,937 Total $ 88,347 $ 105,829 $ 61,577 The following table sets forth our results of operations as a percentage of revenue for the periods presented: Year Ended December 31, 2023 2022 2021 Revenue 100 % 100 % 100 % Cost of revenue 41 37 40 Gross profit 59 63 60 Operating expenses: Research and development 20 25 27 Sales and marketing 11 14 12 General and administrative 23 29 24 Restructuring and other charges 3 Total operating expenses* 57 68 63 Income (loss) from operations* 2 (4) (2) Other income (expense), net 2 (2) Income (loss) before income taxes* 4 (4) (3) Income tax expense (1) (1) Net income (loss) attributable to common stockholders* 3 % (5) % (5) % *May not foot due to rounding A discussion regarding our financial condition and results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022 is presented below.
Biggest changeResults of Operations The following table sets forth our results of operations for the periods presented: Year Ended December 31, 2024 2023 2022 (in thousands) Revenue $ 780,615 $ 692,884 $ 576,322 Cost of revenue (1)(2) 314,672 295,387 211,927 Gross profit 465,943 397,497 364,395 Operating expenses: Research and development (1)(2) 142,499 136,917 143,885 Sales and marketing (1)(2) 71,570 65,055 81,022 General and administrative (2) 160,867 162,742 165,185 Restructuring and other charges (2) 20,887 Total operating expenses 374,936 385,601 390,092 Income (loss) from operations 91,007 11,896 (25,697) Other income, net 6,692 14,880 1,812 Income (loss) before income taxes 97,699 26,776 (23,885) Income tax expense (13,207) (7,367) (3,919) Net income (loss) attributable to common stockholders $ 84,492 $ 19,409 $ (27,804) ___________________ (1) Amounts for the year ended December 31, 2023 have been recast to conform with current period presentation.
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.
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, professional services, software, 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.
Investing Activities Net cash provided by investing activities was $401.2 million for the year ended December 31, 2023 compared to $1.1 billion used in investing activities for the year ended December 31, 2022.
Net cash provided by investing activities was $401.2 million for the year ended December 31, 2023 compared to $1.1 billion used in investing activities for the year ended December 31, 2022.
Financing Activities Net cash used in financing activities of $468.9 million and $610.4 million for the years ended December 31, 2023 and 2022, respectively, was primarily due to the repurchase and retirement of our common stock for $488.5 million and $600.0 million, respectively.
Net cash used in financing activities of $468.9 million and $610.4 million for the years ended December 31, 2023 and 2022, respectively, was primarily due to the repurchase and retirement of our common stock for $488.5 million and $600.0 million, respectively.
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.
These types of promotional and referral credits typically expire in two months or less if not 61 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.
“Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for further information regarding these commitments. Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States.
“Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for further information regarding these commitments. 60 Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States.
We considered the principal versus agent guidance in ASC 606 and concluded that we are the principal for all services provided to its customers. We may offer sales incentives in the form of promotional and referral credits and grant credits to encourage customers to use our services.
We considered the principal versus agent guidance in ASC 606 and concluded that we are the principal for all services provided to our customers. We may offer sales incentives in the form of promotional and referral credits and grant credits to encourage customers to use our services.
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 income (loss) attributable to common stockholders and other GAAP results.
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 income attributable to common stockholders and other GAAP results.
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.
We include this group of re-engaged customers in this calculation because some of our customers 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.
Contractual Obligations and Commitments We have various contractual obligations and commitments, such as long-term leases, purchase commitments and long-term debt, that are disclosed in the footnotes to the consolidated financial statements. See Note 7. Debt; Note 8. Leases; and Note 9. Commitments and Contingencies to our Consolidated Financial Statements included in Part II, Item 8.
Contractual Obligations and Commitments We have various contractual obligations and commitments, such as long-term leases, purchase commitments and long-term debt, that are disclosed in the footnotes to the consolidated financial statements. See Note 8. Debt; Note 9. Leases; and Note 10. Commitments and Contingencies to our consolidated financial statements included in Part II, Item 8.
A discussion regarding our financial condition and results of operations for the year ended December 31, 2022 compared to the year ended December 31, 2021 can be found under Part II, Item 7.
A discussion regarding our financial condition and results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022 can be found under Part II, Item 7.
Business Combinations We apply the provisions of ASC 805, Business Combinations (“ASC 805”), in accounting for our acquisitions. ASC 805 requires that we evaluate whether a transaction pertains to an acquisition of assets or to an acquisition of a business.
Business Combinations We apply the provisions of ASC 805, Business Combinations (ASC 805), in accounting for our acquisitions. ASC 805 requires that we evaluate whether a transaction pertains to an acquisition of assets or to an acquisition of a business.
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.
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 and marketing and customer success employees, including salaries, bonuses, benefits, commissions and stock-based compensation.
We apply judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, we apply security checks and validate their payment method. 2. Identify the performance obligations in the contract.
We apply judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, we apply security checks and validate their payment method. 2.
Cash provided from these sources is used primarily for operating expenses, such as personnel and co-location costs, and capital expenditures, including our investments in AI/ML and core product offerings. From time to time, we may also use excess cash for share repurchases, investments in our marketable securities portfolio.
Cash provided from these sources is used primarily for operating expenses, such as personnel and co-location costs, and capital expenditures, including our investments in AI/ML and other core product offerings. From time to time, we may also use excess cash and/or debt for share repurchases and investments in marketable securities and cash equivalents.
(5) Consists of non-cash interest expense for amortization of deferred financing fees related to the Convertible Notes.
(4) Consists of non-cash interest expense for amortization of deferred financing fees related to the Convertible Notes.
Non-GAAP Net Income and Non-GAAP Diluted Net Income Per Share We define non-GAAP net income as net income (loss) attributable to common stockholders, excluding stock-based compensation, acquisition related compensation, amortization of acquired intangibles, acquisition and integration related costs, loss on extinguishment of debt, restructuring and other charges, restructuring related charges, impairment of long-lived assets, revaluation of warrants, release of VAT reserve and other unusual or non-recurring transactions as they occur.
Non-GAAP Net Income and Non-GAAP Diluted Net Income Per Share We define non-GAAP net income as net income attributable to common stockholders, excluding stock-based compensation, acquisition related compensation, amortization of acquired intangibles, acquisition and integration related costs, loss on extinguishment of debt, restructuring and other charges, restructuring related charges, impairment of certain long-lived assets, and other unusual or non-recurring transactions as they occur.
See Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for recently issued accounting pronouncements.
Recently Adopted Accounting Pronouncements See Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements in Part II, Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for information about recent accounting pronouncements.
Adjusted EBITDA and Adjusted EBITDA Margin We define adjusted EBITDA as net income (loss) attributable to common stockholders, adjusted to exclude depreciation and amortization, stock-based compensation, interest expense, acquisition related compensation, acquisition and integration related costs, income tax expense, loss on extinguishment of debt, restructuring and other charges, restructuring related charges, impairment of long-lived assets, revaluation of warrants, release of VAT reserve, and other income.
Adjusted EBITDA and Adjusted EBITDA Margin 62 We define adjusted EBITDA as net income attributable to common stockholders, adjusted to exclude depreciation and amortization, stock-based compensation, interest expense, acquisition related compensation, acquisition and integration related costs, income tax expense, loss on extinguishment of debt, restructuring and other charges, restructuring related charges, impairment of certain long-lived assets, and interest income and other income, net.
“Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Both our critical and significant accounting policies are important to an understanding of the consolidated financial statements. Revenue Recognition We recognize revenue in accordance with Accounting Standards Codification (or ASC), Topic 606, Revenue from Contracts with Customers, or ASC 606.
“Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Both our critical and significant accounting policies are important to an understanding of the consolidated financial statements. Revenue Recognition We recognize revenue in accordance with FASB Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606). We account for revenue using the following steps: 1.
We believe our existing cash and cash equivalents, cash flow from operations and availability under our Credit Facility (as defined below) will be sufficient to support working capital and capital expenditure requirements and our outstanding contractual commitments for at least the next 12 months and in the long term.
We believe our existing cash and cash equivalents, cash flow from operations and availability under our Credit Facility (as defined in Note. 8. Debt in Item 8. in the consolidated financial statements) will be sufficient to support working capital and capital expenditure requirements and our outstanding contractual commitments for at least the next 12 months and in the long term.
Components of Results of Operations Revenue We offer mission-critical solutions across Infrastructure-as-a-Service (IaaS), including our Droplet virtual machines, storage and networking offerings; Platform-as-a-Service (PaaS), including our Managed Database and Managed Kubernetes offerings; Software-as-a-Service (SaaS), including our Managed Hosting and Marketplace offerings; and AI/ML, including our Machines, Notebooks and Deployments offerings.
Components of Results of Operations Revenue We offer mission-critical solutions across Infrastructure-as-a-Service (IaaS), including our Droplet virtual machines, storage and networking offerings; Platform-as-a-Service (PaaS) and Software-as-a-Service (SaaS), including our Managed Hosting, Managed Database, Managed Kubernetes and Marketplace offerings; and artificial intelligence and machine learning (AI/ML), including our GPU Droplets, Notebooks and GenAI Platform offerings.
Macroeconomic Conditions Unfavorable conditions in the economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, supply chain disruptions, inflationary pressures, interest rates, financial and credit market fluctuations, volatility in the capital markets, liquidity concerns at, and failures of, banks and other financial institutions, international trade relations, political turmoil, political instability and transitions of power in regions where we operate, including Pakistan following the most recent general election, natural catastrophes, outbreaks of contagious diseases, warfare and terrorist attacks on the United States, Europe or elsewhere, including military actions affecting Russia, Ukraine, the Middle East or elsewhere, could cause a decrease in business investments in information technology and negatively affect the growth of our business and our results of operations.
Macroeconomic Conditions Unfavorable conditions in the economy both in the United States and abroad, including conditions resulting from trade tension and/or the imposition of trade tariffs (including recent U.S. tariffs imposed or threatened to be imposed and any retaliatory actions taken by other countries), changes in gross domestic product growth, supply chain disruptions, inflationary pressures, interest rates, financial and credit market fluctuations, volatility in the capital markets, liquidity 51 concerns at, and failures of, banks and other financial institutions, international trade relations, political turmoil, political instability and transitions of power in regions where we operate, natural catastrophes, outbreaks of contagious diseases, warfare and terrorist attacks on the United States, Europe or elsewhere, including military actions affecting Russia, Ukraine, the Middle East or elsewhere, could cause a decrease in business investments in information technology and negatively affect the growth of our business and our results of operations.
Our performance obligation is to provide our cloud-based infrastructure for customers to use at the customers’ election. The availability of services is free of charge, and therefore we have no performance obligation until the customer elects to use the services. 3. Determine the transaction price.
Identify the performance obligations in the contract Our performance obligation is to provide our cloud-based infrastructure for customers to use at the customers’ election. The availability of services is free of charge, and therefore we have no performance obligation until the customer elects to use the services. 3.
Learners, Builders & Scalers While we believe the total number of these customers is an important indicator of the growth of our business and future revenue opportunity, the trends relating to our Builders and Scalers is of particular importance to us as these customers represent a significant majority of our revenue and revenue growth, and they are representative of the startup and growing digital business customers that grow on our platform and use multiple products.
We believe the total number of our Higher Spend Customers is an important indicator of the growth of our business and future revenue opportunity, and the trends relating to our Builders, Scalers and Scalers+ is of particular importance to us as these customers represent a significant majority of our revenue and revenue growth, and they are representative of growing technology companies that scale on our platform and use multiple products.
The efficiency of our go-to-market model and our focus on the needs of startups and growing digital businesses has enabled us to drive organic growth and establish a truly global customer base across a broad range of industries.
The efficiency of our go-to-market model and our focus on the needs of growing technology companies have enabled us to drive organic growth and establish a truly global customer base across a broad range of industries.
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.
Data center facility fees include data center rental fees, power costs, maintenance fees, network, bandwidth and ancillary equipment. Personnel costs include salaries, bonuses, benefits, and stock-based compensation. 54 We intend to continue to invest additional resources in our infrastructure to support our product portfolio and the scalability of our customer base.
In addition, we may pursue both strategic partnerships and acquisitions, such as our acquisitions of Cloudways and Paperspace, that we believe will be complementary to our business, accelerate customer acquisition, increase usage of our platform and/or expand our product offerings in our core markets.
We intend to actively pursue both strategic partnerships and acquisitions that we believe will be complementary to our business, accelerate customer acquisition, increase usage of our platform and/or expand our product offerings in our core markets.
The transaction price is calculated based on the customer’s usage for the month at an hourly rate that is published on the Company’s website. None of our contracts contain a significant financing component. 62 4. Allocate the transaction price to performance obligations in the contract.
Determine the transaction price The transaction price is calculated based on the customer’s usage for the month at an hourly rate that is published on the Company’s website. None of our contracts contain a significant financing component. 4.
Our customers are spread across approximately 190 countries and around two-thirds of our revenue has historically come from customers located outside the United States. For the year ended December 31, 2023, 37% of our revenue was generated from North America, 29% from Europe, 24% from Asia and 10% from the rest of the world.
Our customers are spread across approximately 190 countries and around two-thirds of our revenue has historically come from customers located outside the United States. For the year ended December 31, 2024, 38% of our revenue was generated from North America, 28% from Europe, 23% from Asia and 11% from the rest of the world.
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.
We continue to invest in our platform to further penetrate the growing markets in which we operate. 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.
Further, any such purchases or exchanges may result in us acquiring and retiring a substantial amount of such indebtedness, which could impact the trading liquidity of such indebtedness.
The amounts involved in any such transactions, individually or in the aggregate, may be material. Further, any such purchases or exchanges may result in us acquiring and retiring a substantial amount of such indebtedness, which could impact the trading liquidity of such indebtedness.
Subsequent to the measurement period or our final determination of the tax allowance’s or contingency’s estimated value, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect our provision for income taxes in our consolidated statement of operations and could have a material impact on our results of operations and financial position. 63 Recently Adopted Accounting Pronouncements There were no recently adopted accounting pronouncements during the year ended December 31, 2023.
Subsequent to the measurement period or our final determination of the tax allowance’s or contingency’s estimated value, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect our provision for income taxes in our consolidated statement of operations and could have a material impact on our results of operations and financial position.
We account for revenue using the following steps: 1. Identify the contract with a customer We consider the terms and conditions of the contract and our customary business practices in identifying our contracts under ASC 606.
Identify the contract with a customer We consider the terms and conditions of the contract and our customary business practices in identifying our contracts under ASC 606.
The following table summarizes our cash flows for the periods presented: Year Ended December 31, (In thousands) 2023 2022 2021 Net cash provided by operating activities $ 234,942 $ 195,152 $ 133,109 Net cash provided by (used in) investing activities 401,152 (1,148,158) (113,605) Net cash (used in) provided by financing activities (468,903) (610,363) 1,593,379 Increase (decrease) in cash, cash equivalents and restricted cash 167,176 (1,563,618) 1,612,888 Operating Activities Our largest source of operating cash is cash collections from sales to our customers.
The following table summarizes our cash flows for the periods presented: Year Ended December 31, (In thousands) 2024 2023 2022 Net cash provided by operating activities $ 282,725 $ 234,942 $ 195,152 Net cash (used in) provided by investing activities (94,805) 401,152 (1,148,158) Net cash used in financing activities (76,446) (468,903) (610,363) Increase (decrease) in cash, cash equivalents and restricted cash 111,210 167,176 (1,563,618) Operating Activities Our largest source of operating cash is cash collections from sales to our customers.
We calculate ARPU on a monthly basis as our total revenue from Learners, Builders and Scalers in that period divided by the total number of Learner, Builder and Scaler 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.
We calculate ARPU on a monthly basis as our total revenue from Learners, Builders, Scalers and Scalers+ in that period divided by the total number of Learner, Builder, Scaler and Scaler+ customers determined as of the last day of that month.
Sales and marketing expenses also include costs for marketing programs, commissions, advertising and professional service fees. We expect sales and marketing expenses to increase in absolute dollars as we enhance our product offerings and implement new marketing strategies.
Sales and marketing expenses also include costs for marketing programs, advertising, amortization of acquired customer relationships and professional services. We expect sales and marketing expenses to increase in absolute dollars as we enhance our product offerings and implement new marketing and sales strategies.
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.
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. We regularly assess all available evidence, including cumulative historic losses and forecasted earnings.
The transaction price is calculated based on actual monthly usage and pricing that is published on the Company’s website. This is considered a single performance obligation, and thus the entire transaction price is allocated to the single performance obligation. 5. Recognize revenue when or as we satisfy a performance obligation.
Allocate the transaction price to performance obligations in the contract The transaction price is calculated based on actual monthly usage and pricing that is published on the Company’s website. This is considered a single performance obligation, and thus the entire transaction price is allocated to the single performance obligation. 5.
Growing Our Base of Higher Spend Customers We believe there is a substantial opportunity to further expand our customer base to attract more businesses that can scale on our platform.
Growing Our Base of Higher Spend Customers We believe there is a substantial opportunity to further expand our customer base.
We offer mission-critical solutions across Infrastructure-as-a-Service (IaaS), including our Droplet virtual machines, storage and networking offerings; Platform-as-a-Service (PaaS), including our Managed Database and Managed Kubernetes offerings; Software-as-a-Service (SaaS), including our Managed Hosting and Marketplace offerings; and AI/ML, including our Machines, Notebooks and Deployments offerings.
Recognize revenue when or as we satisfy a performance obligation We offer mission-critical solutions across Infrastructure-as-a-Service (IaaS), including our Droplet virtual machines, storage and networking offerings; Platform-as-a-Service (PaaS) and Software-as-a-Service (SaaS), including our Managed Hosting, Managed Database, Managed Kubernetes and Marketplace offerings; and artificial intelligence and machine learning (AI/ML), including our GPU Droplets, Notebooks and GenAI Platform offerings.
(2) Primarily consists of the $31.3 million reversal of stock-based compensation related to the former CEO’s forfeited MRSU award, partially offset by salary continuation charges, executive reorganization charges including severance, CEO search firm fees, and other legal and professional service costs.
For the year ended December 31, 2023, primarily consists of the $31.3 million reversal of stock-based compensation related to the former CEO’s forfeited MRSU award, partially offset by salary continuation charges, executive reorganization charges including severance, CEO search firm fees, and other legal and professional service costs. 63 (3) For the years ended December 31, 2024 and 2023, primarily consists of interest and accretion income from our cash and cash equivalents and marketable securities.
The following table presents a reconciliation of Net income (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: 64 Year Ended December 31, (In thousands) 2023 2022 2021 GAAP Net income (loss) attributable to common stockholders $ 19,409 $ (27,804) $ (19,503) Adjustments: Depreciation and amortization 117,866 102,232 88,371 Stock-based compensation (1) 115,019 105,829 61,577 Interest expense 8,945 8,396 3,744 Acquisition related compensation 27,763 9,443 Acquisition and integration related costs 6,145 5,439 469 Income tax expense 7,367 3,919 1,302 Loss on extinguishment of debt 407 3,435 Restructuring and other charges 20,887 Restructuring related charges (2) (23,535) Impairment of long-lived assets 1,140 1,635 285 Revaluation of warrants (3) (556) Release of VAT reserve (4) (3,188) Other income, net (5) (23,825) (10,615) 707 Adjusted EBITDA $ 277,181 $ 198,881 $ 136,643 As a percentage of revenue: Net income (loss) margin 3 % (5) % (5) % Adjusted EBITDA margin 40 % 35 % 32 % ___________________ (1) For the year ended December 31, 2023, non-GAAP stock-based compensation excludes the $31.3 million reversal related to the former CEO’s forfeited MRSU award that is reported in Restructuring related charges, as well as $3.9 million that is reported in Restructuring and other charges, in the table above.
The following table presents a reconciliation of Net income attributable to common stockholders, the most directly comparable financial measure stated in accordance with GAAP, to adjusted EBITDA for each of the periods presented: Year Ended December 31, (In thousands) 2024 2023 2022 GAAP Net income (loss) attributable to common stockholders $ 84,492 $ 19,409 $ (27,804) Adjustments: Depreciation and amortization 130,052 117,866 102,232 Stock-based compensation (1) 90,398 115,019 105,829 Interest expense 9,113 8,945 8,396 Acquisition related compensation 12,661 27,763 9,443 Acquisition and integration related costs 6,145 5,439 Income tax expense 13,207 7,367 3,919 Loss on extinguishment of debt 407 Restructuring and other charges (1) 20,887 Restructuring related charges (1)(2) 4,025 (23,535) Impairment of certain long-lived assets 356 1,140 1,635 Interest income and other income, net (3) (15,805) (23,825) (10,615) Adjusted EBITDA $ 328,499 $ 277,181 $ 198,881 As a percentage of revenue: Net income margin 11 % 3 % (5) % Adjusted EBITDA margin 42 % 40 % 35 % ___________________ (1) For the year ended December 31, 2024, non-GAAP stock-based compensation excludes $0.1 million as it is presented in Restructuring related charges.
Customer contracts are primarily month-to-month and generally 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. Our global cloud platform is supported by various third parties.
We recognize revenue largely based on the customer utilization of these resources. 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. Our global cloud platform is supported by various third parties.
While our business model provides some resilience against these factors, we will continue to monitor the direct and indirect impacts of these or similar circumstances on our business and our results of operations, and will take appropriate measures, as necessary, to minimize potential risk exposure. 54 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.
While our business model provides some resilience against these factors, we will continue to monitor the direct and indirect impacts of these or similar circumstances on our business and our results of operations, and will take appropriate measures, as necessary, to minimize potential risk exposure.
We are highly focused on gaining a better understanding of the needs and growth plans of our existing customers. This deeper relationship with our customers will help us identify opportunities to educate our customer base on ways to utilize the platform more effectively for their individual use cases, as well as provide a feedback loop to inform our product roadmap.
This deeper relationship with our customers will help us identify opportunities to educate our customer base on ways to utilize the platform more effectively for their individual use cases, as well as provide a feedback loop to inform our product roadmap, in order to build trust with customers and encourage them to run more of their critical cloud workloads on our platform.
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 calculate net dollar retention rate monthly by starting with the revenue from all customers, including Testers, Learners, Builders, Scalers and Scalers+ for our IaaS and PaaS/SaaS offerings during the corresponding month 12 months prior, or the Prior Period Revenue.
We believe our market opportunity is large and that these factors will continue to drive our growth. Increasing Usage by Our Existing Customers Our existing customer base represents a significant opportunity for further sales expansion through increased usage of our platform and adoption of additional product offerings.
Key Factors Affecting Our Performance Increasing Usage by Our Existing Customers 50 Our existing customer base represents a significant opportunity for further sales expansion through increased usage of our platform and adoption of additional product offerings.
The following table presents a reconciliation of Net income (loss) attributable to common stockholders, the most directly comparable financial measure stated in accordance with GAAP, to Non-GAAP Net income for each of the periods presented: 66 Year Ended December 31, (In thousands, except per share amounts) 2023 2022 2021 GAAP Net income (loss) attributable to common stockholders $ 19,409 $ (27,804) $ (19,503) Stock-based compensation (1) 115,019 105,829 61,577 Acquisition related compensation 27,763 9,443 Amortization of acquired intangible assets 18,967 6,301 671 Acquisition and integration related costs 6,145 5,439 469 Loss on extinguishment of debt 407 3,435 Restructuring and other charges 20,887 Restructuring related charges (2) (23,535) Impairment of long-lived assets 1,140 1,635 285 Revaluation of warrants (3) (556) Release of VAT reserve (4) (3,188) Non-GAAP income tax adjustment (6) (25,469) (34) 235 Non-GAAP Net income $ 160,326 $ 101,216 $ 43,425 Non-cash charges related to convertible notes (5) $ 6,249 $ 5,910 $ 696 Non-GAAP Net income used to compute net income per share, diluted $ 166,575 $ 107,126 $ 44,121 GAAP Net income (loss) per share attributable to common stockholders, diluted $ 0.20 $ (0.28) $ (0.21) Stock-based compensation (1) 1.10 0.91 0.54 Acquisition related compensation 0.26 0.09 Amortization of acquired intangible assets 0.18 0.06 0.02 Acquisition and integration related costs 0.06 0.06 Loss on extinguishment of debt 0.04 Restructuring and other charges 0.20 Restructuring related charges (2) (0.23) Impairment of long-lived assets 0.01 0.01 Revaluation of warrants (3) (0.01) Release of VAT reserve (4) (0.03) Non-cash charges related to convertible notes (5) 0.06 0.06 0.02 Non-GAAP income tax adjustment (6) (0.25) Non-GAAP Net income per share, diluted $ 1.59 $ 0.91 $ 0.37 GAAP weighted-average shares used to compute net income (loss) per share, diluted 96,415 100,806 93,224 Weighted-average dilutive effect of potentially dilutive securities 8,403 17,372 24,804 Non-GAAP weighted-average shares used to compute net income per share, diluted 104,818 118,178 118,028 ______________ (1) For the year ended December 31, 2023, non-GAAP stock-based compensation excludes the $31.3 million reversal related to the former CEO’s forfeited MRSU award that is reported in Restructuring related charges, as well as $3.9 million that is reported in Restructuring and other charges, in the table above. 67 (2) Primarily consists of the $31.3 million reversal of stock-based compensation related to the former CEO’s forfeited MRSU award, partially offset by salary continuation charges, executive reorganization charges including severance, CEO search firm fees, and other legal and professional service costs.
The following table presents a reconciliation of Net income (loss) attributable to common stockholders, the most directly comparable financial measure stated in accordance with GAAP, to Non-GAAP Net income for each of the periods presented: 64 Year Ended December 31, (In thousands, except per share amounts) 2024 2023 2022 GAAP Net income (loss) attributable to common stockholders $ 84,492 $ 19,409 $ (27,804) Stock-based compensation (1) 90,398 115,019 105,829 Acquisition related compensation 12,661 27,763 9,443 Amortization of acquired intangible assets 22,426 18,967 6,301 Acquisition and integration related costs 6,145 5,439 Loss on extinguishment of debt 407 Restructuring and other charges (1) 20,887 Restructuring related charges (1)(2) 4,025 (23,535) Impairment of certain long-lived assets 356 1,140 1,635 Non-GAAP income tax adjustment (3) (23,202) (25,469) (34) Non-GAAP Net income $ 191,156 $ 160,326 $ 101,216 Non-cash charges related to convertible notes (4) $ 6,357 $ 6,249 $ 5,910 Non-GAAP Net income used to compute net income per share, diluted $ 197,513 $ 166,575 $ 107,126 GAAP Net income (loss) per share attributable to common stockholders, diluted $ 0.89 $ 0.20 $ (0.28) Stock-based compensation (1) 0.88 1.10 0.91 Acquisition related compensation 0.12 0.26 0.09 Amortization of acquired intangible assets 0.22 0.18 0.06 Acquisition and integration related costs 0.06 0.06 Restructuring and other charges (1) 0.20 Restructuring related charges (1)(2) 0.04 (0.23) Impairment of certain long-lived assets 0.01 0.01 Non-cash charges related to convertible notes (4) 0.06 0.06 0.06 Non-GAAP income tax adjustment (3) (0.30) (0.25) Non-GAAP Net income per share, diluted * $ 1.92 $ 1.59 $ 0.91 GAAP Weighted-average shares used to compute net income per share, diluted 94,503 96,415 100,806 Weighted-average dilutive effect of potentially dilutive securities 8,403 8,403 17,372 Non-GAAP Weighted-average shares used to compute net income per share, diluted 102,906 104,818 118,178 *may not foot due to rounding ______________ (1) For the year ended December 31, 2024, non-GAAP stock-based compensation excludes $0.1 million as it is presented in Restructuring related charges.
Restructuring and other charges increased $20.9 million, or 100%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily due to one-time severance and benefit payments, as well as stock-based compensation related to vesting of certain equity awards in connection with the restructuring that we announced in February 2023.
The 2023 charges were primarily due to one-time severance and benefit payments, as well as stock-based compensation, related to vesting of certain equity awards in connection with the restructuring we announced in February 2023, which was substantially completed in 2023.
We also expect general and administrative expenses to increase in absolute dollars as we continue to grow our business. 56 Restructuring and other charges Restructuring and other charges consist primarily of personnel costs, such as notice period, employee severance payments and termination benefits, as well as stock-based compensation related to vesting of certain equity awards.
Restructuring and other charges Restructuring and other charges consist primarily of personnel costs, such as notice period, employee severance payments and termination benefits, as well as stock-based compensation related to vesting of certain equity awards. The restructuring plan was substantially completed in 2023.
Capital expenditures increased $9.5 million, primarily due to $16.5 million related to our AI/ML offerings resulting from the Paperspace acquisition partially offset by a $7.0 million decrease related to legacy product offerings. 61 Net cash used in investing activities was $1.1 billion for the year ended December 31, 2022 compared to $113.6 million for the year ended December 31, 2021.
Capital expenditures increased $9.5 million, primarily due to $16.5 million related to our AI/ML offerings resulting from the Paperspace acquisition partially offset by a $7.0 million decrease related to legacy product offerings.
We refer to these users that spend less than or equal to $50 per month and utilize our platform for three months or less as “Testers”. 51 Given their short time on our platform and their relatively small individual and aggregate spend, we do not consider Testers to be a meaningful part of our customer base.
Given their short time on our platform and their relatively small individual and aggregate spend, we do not consider Testers to be a meaningful part of our customer base.
General and administrative expenses also include provision for expected credit losses, software, payment processing fees, business insurance, depreciation and amortization expenses, rent and facilities costs, impairment of long-lived assets, acquisition related compensation, and other administrative costs.
General and administrative expenses also include payment processing fees, provision for expected credit losses, professional services, software, business insurance, depreciation and amortization expenses, rent and facilities costs, acquisition-related compensation, and other administrative costs. General and administrative expenses may increase in absolute dollars as we continue to grow our business.
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 acquired technology, amortization of capitalized internal-use software development costs, and depreciation of our data center equipment.
Cost of Revenue Cost of revenue consists primarily of fees related to operating our data center facilities, personnel costs of our employees providing customer support or operating our facilities, and partnership expenses. Cost of revenue includes depreciation of our data center equipment and amortization of acquired technology and capitalized internal-use software development costs.
We had no material customer concentration as our top 25 customers made up approximately 7%, 10%, and 10% of our revenue in the years ended December 31, 2023, 2022 and 2021, respectively.
Our average revenue per customer (ARPU, as further described in “ARPU” below), has increased from $82.76 in 2022 to $90.99 in 2023 and $100.71 in 2024. We had no material customer concentration as our top 25 customers made up approximately 8%, 7% and 10% of our revenue in the years ended December 31, 2024, 2023 and 2022, respectively.
For our net dollar retention rate calculations, we include the total revenue from all customers, 55 including Testers, Learners, Builders and Scalers. 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.
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.
ARR Given the recurring 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.
For a quarterly or annual period, ARPU is determined as the weighted average monthly ARPU over such three or 12-month period. 53 ARR Given the recurring 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.
“Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2022, filed with the SEC on August 11, 2023, which is available on the SEC’s website at www.sec.gov.
“Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 21, 2024, which is available on the SEC’s website at www.sec.gov. 57 Comparison of the Years Ended December 31, 2024 and 2023 Revenue Year Ended December 31, 2024 2023 $ Change % Change (in thousands) Revenue $ 780,615 $ 692,884 $ 87,731 13 % Revenue increased $87.7 million, or 13%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
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. The table below includes the impact of our acquisitions beginning in the year in which they were acquired with respect to the metrics disclosed.
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.
We define non-GAAP diluted net income per share as non-GAAP net income divided by the weighted-average diluted shares outstanding, which includes the potentially dilutive effect of our stock options, RSUs, PRSUs, and Convertible Notes. 65 Prior to 2023, we calculated the income tax effects of non-GAAP adjustments based on the applicable statutory tax rate for the relevant jurisdiction, except for those items which were non-taxable or subject to valuation allowances for which the tax expense (benefit) was calculated at 0%.
We define non-GAAP diluted net income per share as non-GAAP net income divided by the weighted-average diluted shares outstanding, which includes the potentially dilutive effect of our stock options, RSUs, PRSUs, and Convertible Notes.
ARR as of the end of each month represents total revenue for that month multiplied by 12. 52 Growing our Builders and Scalers is a critical focus for us, and we have successfully increased the number of these customers and their percentage of our total revenue.
Growing our Higher Spend Customers is a critical focus for us, and we have successfully increased the number of these customers and their percentage of our total revenue. Revenue from our Higher Spend Customers as a percentage of total revenue was 87% in 2024, 86% in 2023 and 85% in 2022.
(2) Beginning in the first quarter of 2023, we redefined ARPU to exclude Testers. Prior years have been restated to conform to the new definition.
(2) Beginning in the first quarter of 2023, we redefined ARPU to exclude Testers. Prior years have been recast to conform to the new definition. (3) As discussed above, beginning in the fourth quarter of 2024, we changed our methodology for calculating ARR to multiplying the sum of the revenue for the most recent quarter by four.
Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved in any such transactions, individually or in the aggregate, may be material.
Debt in Item 8. in the consolidated financial statements), through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors.
Our primary uses of cash from operating activities are for personnel costs, data center co-location expenses, payment processing fees, bandwidth and connectivity, server maintenance and software licensing fees.
Our primary uses of cash from operating activities are for personnel costs, co-location costs, payment processing fees, bandwidth and connectivity, server maintenance, software licensing fees, and taxes. Net cash provided by operating activities was $282.7 million, $234.9 million and $195.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Other Income (Expense), net Other income (expense), net consists primarily of accretion/amortization of premium/discounts and interest income from our marketable securities, amortization of deferred financing fees on our convertible notes, loss on extinguishment of debt, and gains or losses on foreign currency exchange.
Other Income, net Other income, net consists primarily of interest income on our money market funds, amortization of deferred financing fees on our convertible notes, and gains or losses on foreign currency exchange. Income Tax Expense Income tax expense is attributable to the mix of income in the jurisdictions in which we conduct business.
We may from time to time seek to retire or purchase our outstanding equity or debt, including the repurchase of our common stock or the Convertible Notes, through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions or otherwise.
As of December 31, 2024, we had $428.4 million in cash and cash equivalents. Our cash and cash equivalents primarily consist of cash and money market funds. 59 We may from time to time seek to retire or purchase our outstanding equity or debt, including the repurchase of our common stock or the Convertible Notes (as defined in Note. 8.
For the years ended December 31, 2023, 2022 and 2021, our sales and marketing expense was approximately 11%, 14% and 12% of our revenue, respectively.
We focus on customer acquisition, our self-service acquisition funnel, customer support and success, community education, inside sales, targeted outside sales, and partnership and channel development. For the years ended December 31, 2024, 2023 and 2022, our sales and marketing expense was approximately 9%, 9% and 14% of our revenue, respectively.
Our pricing is primarily consumption-based and billed monthly in arrears, making it easy for our customers to track usage on an ongoing basis and optimize their deployments. We have a highly efficient self-service customer acquisition model, which we complement with a sales force focused on inside sales, targeted outside sales and partnership opportunities to drive revenue growth.
See “ARR” below for a description of how we previously calculated ARR and our ARR calculated using our prior definition for each period presented. We have a highly efficient self-service customer acquisition model, which we complement with a sales force focused on inside sales, targeted outside sales and partnership opportunities to drive revenue growth.
General and administrative expenses decreased $2.4 million, or 1%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily due to a reversal of $31.3 million of stock-based compensation related to the former CEO’s forfeited MRSUs and decreases in software license costs, partially offset by higher acquisition related compensation, personnel costs, stock-based compensation, and payment processing fees.
The change is primarily due to decreases of $32.7 million in personnel costs, primarily from reduced acquisition-related deferred compensation as well as reversal of stock-based compensation 58 from forfeited RSUs, and $2.6 million in professional services costs, partially offset by increases of $31.3 million reversal of stock-based compensation attributed to our former CEO’s forfeited MRSUs and $1.5 million in payment processing costs due to revenue growth.
We offer mission-critical solutions across Infrastructure-as-a-Service (IaaS), including our Droplet virtual machines, storage and networking offerings; Platform-as-a-Service (PaaS), including our Managed Database and Managed Kubernetes offerings; Software-as-a-Service (SaaS), including our Managed Hosting and Marketplace offerings; and AI/ML, including our Machines, Notebooks and Deployments offerings. We recognize revenue based on the customer utilization of these resources.
We believe that being simple, scalable and approachable are our key differentiators, driving a broad range of customers around the world whose needs are not being fully met by larger cloud providers to build and grow their businesses on our platform. 48 We offer mission-critical solutions across Infrastructure-as-a-Service (IaaS), including our Droplet virtual machines, storage and networking offerings; Platform-as-a-Service (PaaS) and Software-as-a-Service (SaaS), including our Managed Hosting, Managed Database, Managed Kubernetes and Marketplace offerings; and artificial intelligence and machine learning (AI/ML), including our GPU Droplets, Notebooks and GenAI Platform offerings.
Comparison of the Years Ended December 31, 2023 and 2022 Revenue Year Ended December 31, 2023 2022 $ Change % Change (in thousands) Revenue $ 692,884 $ 576,322 $ 116,562 20 % Revenue increased $116.6 million, or 20%, for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Cost of Revenue Year Ended December 31, 2024 2023 $ Change % Change (in thousands) Cost of revenue $ 314,672 $ 295,387 $ 19,285 7 % Cost of revenue increased $19.3 million, or 7%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
In addition, our Cloudways and Paperspace acquisitions added a significant number of Builders and Scalers as these offerings provide premium managed services and high value AI/ML offerings, respectively. Investing in Our Platform and Product Offerings We have a history of, and will continue to invest significantly in, delivering innovative products, features and functionality targeted at our core customer base.
Investing in Our Platform and Product Offerings We have a history of, and will continue to invest significantly in, delivering innovative products, features and functionality for our Higher Spend Customers.
For our ARR calculations, we include the total revenue from all customers, including Testers, Learners, Builders and Scalers. 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.
ARR is as follows, in millions: Year Ended December 31, 2024 2023 2022 ARR - current definition (in millions) $ 820 $ 723 $ 652 ARR - prior definition (in millions) $ 838 $ 730 $ 659 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.
The 58 increase in our existing customer base was primarily driven by a 10% increase in ARPU to $90.99 from $82.76; and a 21% increase in revenue from Builders and Scalers. The increase in ARPU was primarily driven by additional spend from our existing customer base.
The increase in revenue was primarily driven by a 11% increase in ARPU to $100.71 from $90.99; and a 15% increase in revenue from Higher Spend Customers. The increase in ARPU was primarily driven by continued adoption of our products by our existing customers leading to higher average usage of our platform.
As of December 31, 2023, we had approximately 644,000 Learners, Builders and Scalers using our platform to build, deploy and scale applications. We view Learners, Builders and Scalers as the most appropriate measure of our customer population, and Testers have therefore been excluded from the total customer population count.
As of December 31, 2024, we had approximately 165,000 Higher Spend Customers using our platform to build, deploy and scale applications. The number of Higher Spend Customers increased from approximately 156,000 as of December 31, 2023 and 142,000 as of December 31, 2022.
As of August 19, 2022, we repurchased the shares representing the entire amount available under the Second 2022 Share Buyback Program. For the year ended December 31, 2022, we repurchased and retired 13,626,594 shares of common stock for an aggregate purchase price of $600.0 million.
For the year ended December 31, 2024, we repurchased and retired 1,511,909 shares of common stock for an aggregate purchase price of $57.4 million. The program will expire on December 31, 2025.
Gross profit decreased to 59% for the year ended December 31, 2023 from 63% for the year ended December 31, 2022, primarily due to an increase in co-location costs as a percentage of revenue exceeding the percentage growth in revenue.
Gross profit increased to 60% for the year ended December 31, 2024 from 57% for the year ended December 31, 2023, primarily due to decreases in co-location costs, ancillary equipment and bandwidth expenses as a percentage of revenue as a result of our ongoing cost optimization efforts, offset by our continued investment in AI/ML offerings.
In February 2023, our Board of Directors approved an additional repurchase program of up to an aggregate of $500.0 million of our common stock throughout fiscal year 2023. For the year ended December 31, 2023, we repurchased and retired 14,487,509 shares of common stock for an aggregate purchase price of $488.5 million. The program expired as of December 31, 2023.
We have historically repurchased our common stock pursuant to repurchase programs approved by our Board of Directors. In February 2024, our Board of Directors approved an additional repurchase program of up to an aggregate of $140 million of our common stock through fiscal year 2025.
Sales and marketing expenses decreased $8.0 million, or 10%, for the year ended December 31, 2023 compared to the year ended December 31, 2022, primarily due to decreases in advertising costs due to cost saving initiatives and personnel costs, partially offset by increases in amortization of acquired intangible assets, affiliate fees and stock-based compensation.
The change is primarily due to increases of $2.9 million in professional services costs and $1.5 million in personnel costs, mainly driven by increased headcount, and $1.3 million in other operating costs. Sales and marketing expenses increased $6.5 million, or 10%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

118 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+1 added2 removed5 unchanged
Biggest changeWe do not enter into investments for trading or speculative purposes. The carrying amount of our cash equivalents reasonably approximates fair value, due to the short maturities of these instruments. Our investments are exposed to market risk due to a fluctuation in interest rates, which may affect our interest income and the fair market value of our investments.
Biggest changeThe primary objectives of our investment activities are the preservation of capital, the fulfillment of liquidity needs and the fiduciary control of cash and investments. We do not enter into investments for trading or speculative purposes. The carrying amount of our cash equivalents reasonably approximates fair value, due to the short maturities of these instruments.
To date, we have not entered into any hedging arrangements with respect to foreign currency risk or other derivative financial instruments, although we may choose to do so in the future. A hypothetical 10% increase or decrease in the relative value of the U.S. dollar to other currencies would not have a material effect on our operating results. 69
To date, we have not entered into any hedging arrangements with respect to foreign currency risk or other derivative financial instruments, although we may choose to do so in the future. A hypothetical 10% increase or decrease in the relative value of the U.S. dollar to other currencies would not have a material effect on our operating results. 66
In addition, the fair value of the Convertible Notes also fluctuates when the market price of our common stock fluctuates. The fair value was determined based on the quoted bid price of the Convertible Notes in an over-the-counter market on the last trading day of the reporting period. For further information refer to Note 5.
In addition, the fair value of the Convertible Notes also fluctuates when the market price of our common stock fluctuates. The fair value was determined based on the quoted bid price of the Convertible Notes in an over-the-counter market on the last trading day of the reporting period. For further information refer to Note 6.
As of December 31, 2023, the effect of a hypothetical 10% change in interest rates would have changed the fair value of our investments in marketable securities by an immaterial amount.
As of December 31, 2024, the effect of a hypothetical 10% change in interest rates would have changed the fair value of our investments in cash equivalents and marketable securities by an immaterial amount.
Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates. Interest Rate Risk At December 31, 2023, we had cash, cash equivalents and marketable securities of $412 million, which were held for working capital purposes.
Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rates. Interest Rate Risk At December 31, 2024, we had cash, cash equivalents and marketable securities of $428 million, which were held for working capital purposes. Our cash equivalents consist of highly liquid investments in money market funds.
Fair Value Measurements, Financial Instruments Not Recorded at Fair Value on a Recurring Basis and Note 7. Debt, to the Consolidated Financial Statements included in Part II, Item 8.
Fair Value Measurements, Financial Instruments Not Recorded at Fair Value on a Recurring Basis and Note 8. Debt, to the consolidated financial statements included in Part II, Item 8. “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Our operating expenses are denominated in the currencies of the countries in which our operations are located, which are primarily in the United States, Canada, the Netherlands, Germany, Australia, India, Pakistan and the United Kingdom.
Foreign Currency Exchange Risk Our sales are primarily denominated in U.S. dollars, and therefore our revenue is generally not currently subject to significant foreign currency risk. Our operating expenses are denominated in the currencies of the countries in which our operations are located, which are primarily in Australia, Canada, Germany, India, the Netherlands, Pakistan, United Kingdom and the United States.
Removed
Our cash equivalents and marketable securities consist of highly liquid investments in money market funds, U.S. treasury securities, U.S. government agency securities and corporate debt securities. The primary objectives of our investment activities are the preservation of capital, the fulfillment of liquidity needs and the fiduciary control of cash and investments.
Added
Our investments are exposed to market risk due to a fluctuation in interest rates, which may affect our interest income and the fair market value of our investments.
Removed
“Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. 68 Foreign Currency Exchange Risk Our sales are primarily denominated in U.S. dollars, and therefore our revenue is generally not currently subject to significant foreign currency risk.

Other DOCN 10-K year-over-year comparisons