The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our unaudited condensed
consolidated financial statements and related notes appearing elsewhere in this
Quarterly Report on Form 10-Q and our audited consolidated financial statements
and the related notes and the discussion under the heading "Management's
Discussion and Analysis of Financial Condition and Results of Operations" for
the fiscal year ended December 31, 2020 included in the final prospectus for our
initial public offering ("IPO") dated as of June 23, 2021 and filed with the
Securities and Exchange Commission ("SEC"), pursuant to Rule 424(b)(4) on June
25, 2021 ("Final Prospectus"). This discussion, particularly information with
respect to our future results of operations or financial condition, business
strategy and plans, and objectives of management for future operations, includes
forward-looking statements that involve risks and uncertainties as described
under the heading "Special Note About Forward-Looking Statements" in this
Quarterly Report on Form 10-Q. You should review the disclosure under the
heading "Risk Factors" in this Quarterly Report on Form 10-Q for a discussion of
important factors that could cause our actual results to differ materially from
those anticipated in these forward-looking statements. Unless the context
otherwise requires, all references in this Quarterly Report on Form 10-Q to
"we," "us," "our," "our company," and "Confluent" refer to Confluent, Inc. and
its consolidated subsidiaries. Unless otherwise indicated, references to our
"common stock" include our Class A common stock and Class B common stock.



Overview



Confluent is on a mission to set data in motion. We were founded in 2014 to
pioneer this fundamentally new category of data infrastructure designed to
connect all the applications, systems, and data layers of a company around a
real-time central nervous system. This new data infrastructure software has
emerged as one of the most strategic parts of the next-generation technology
stack, and using this stack to harness data in motion is critical to the success
of every modern company as they strive to compete and win in the digital-first
world. Prior to Confluent, our founders created the open source software project
Apache Kafka, a technology that has been central to enabling data in motion.
Since our founding, we have heavily invested in product development to build a
complete, cloud-native platform for data in motion.



Confluent is designed to act as the nexus of real-time data, from every source,
allowing it to stream across the organization and enabling applications to
harness it to power real-time customer experiences and data-driven business
operations. Our offering enables organizations to deploy production-ready
applications that span across cloud environments and data centers, while scaling
elastically with enhanced features for security, compliance, and governance. Our
platform provides the capabilities to fill the structural, operational, and
engineering gaps required for businesses to fully realize the power of data in
motion. We enable software developers to easily build their initial applications
to harness data in motion, and enable large, complex enterprises to make data in
motion core to everything they do. As organizations mature in their adoption
cycle, we enable them to quickly, securely, and reliably build more and more
applications that take advantage of data in motion. The results have a dual
effect: businesses continuously improve their ability to provide better customer
experiences and concurrently drive data-driven business operations. We believe
that Confluent, over time, will become the central nervous system for modern
digital enterprises, providing ubiquitous real-time connectivity and powering
real-time applications across the enterprise.



We generate our revenue primarily from the sale of subscriptions to our offering
that can be deployed in two different ways. Confluent Platform is an
enterprise-ready, self-managed software offering that can be deployed in our
customers' on-premise, private cloud, and public cloud environments. Confluent
Cloud is a fully-managed, cloud-native software-as-a-service ("SaaS") offering
available on all of the leading cloud providers. These two core offerings can be
leveraged independently or together, spanning the various public cloud, private
cloud, and on-premise environments in which our customers operate.



Confluent Platform customers receive access to our proprietary features and
various tiers of customer support. Our Confluent Platform subscriptions
primarily have one-year terms and are generally billed annually in advance.
Confluent Cloud customers may purchase subscriptions either without a minimum
commitment contract on a month-to-month basis, which we refer to as
pay-as-you-go, or under a usage-based minimum commitment contract of at least
one year in duration, in which customers commit to a fixed minimum monetary
amount at specified per-usage rates. Pay-as-you-go customers are billed, and
revenue from them is recognized, based on usage. Customers with usage-based
minimum commitments are typically billed annually in advance, and we recognize
revenue from such

                                       26

--------------------------------------------------------------------------------

Table of Contents

subscriptions based on usage by the customer. As a result, our revenue may fluctuate from period to period due to varying patterns of customer consumption.





We are focused on the acquisition of new customers and expanding within our
current customers. Our go-to-market model benefits from our self-service motions
driven by our cloud-native platform offerings, our widespread mindshare among
developers through Apache Kafka, community downloads, and our enterprise sales
force. We are able to acquire new customers through seamless and frictionless
self-service cloud adoption and free cloud trials, as well as community
downloads. For example, after users get started with our free cloud trial, they
can easily convert online to become paying customers either on a pay-as-you-go
model or with a minimum commitment contract. Once customers see the benefits of
our platform for their initial use cases, they often expand into other use cases
and lines of business, divisions, and geographies. Our deep technical expertise,
coupled with our product capabilities and laser focus on customer outcomes,
enable us to form strategic partnerships with our customers to guide and
accelerate this journey. This expansion often generates a natural network effect
in which the value of our platform to a customer increases as more use cases are
adopted, more users and teams are onboarded, more applications and systems are
connected, and more data is added. We had 2,830 customers and 1,390 customers as
of June 30, 2021 and June 30, 2020, respectively, representing year-over-year
growth of 104%. We have experienced significant growth, with revenue increasing
from $53.9 million and $104.8 million for the three and six months ended June
30, 2020, respectively, to $88.3 million and $165.4 million for the three and
six months ended June 30, 2021, respectively, representing year-over-year growth
of 64% and 58%, respectively.



Impact of COVID-19



The ongoing COVID-19 pandemic has caused general business disruption worldwide.
The full extent to which the COVID-19 pandemic, including any new variants, will
directly or indirectly impact our business, results of operations, cash flows,
and financial condition will depend on certain developments, including the
duration and spread of the pandemic, related public health measures, how
national, state, and local governments continue to respond, rate of COVID-19
vaccinations, and the pandemic's impact on the global economy generally and our
customers specifically, all of which remain highly uncertain and cannot be
accurately predicted.



Although our results of operations, cash flows, and financial condition were not
materially impacted in the three months ended June 30, 2021, we have
experienced, and may experience in future periods, a modest adverse impact on
certain parts of our business as a result of governmental restrictions and other
measures to mitigate the spread of COVID-19, including delays in delivery of
professional services and education services to customers and a lengthening in
the sales cycle for some prospective customers. If our customers or partners
experience downturns or uncertainty in their own business operations or revenue
resulting from the ongoing COVID-19 pandemic, they may decrease or delay their
spending, request pricing discounts, or seek renegotiations of their contracts,
any of which may result in decreased revenue, dollar-based net retention rate
("NRR"), and cash receipts for us.



Despite the adverse impacts described above, the pandemic has caused more of our
existing and potential customers to accelerate their digital transformation
efforts. As a result, we believe the value of our offering is becoming even more
evident, which may result in a positive impact on our business over the long
term. In addition, during the six months ended June 30, 2021, we saw slower
growth in certain operating expenses due to reduced business travel and the
virtualization or cancellation of customer, partner, and employee events. While
slower growth in operating expenses had a short-term benefit to our results of
operations for the six months ended June 30, 2021, we do not yet have visibility
into the full impact this will have on our business.



We adopted several measures in response to the COVID-19 pandemic to focus on
maintaining business continuity and preparing for the long-term success of our
business, including temporarily requiring employees to work remotely, suspending
non-essential travel by our employees, requiring events to be held virtually,
and temporarily reducing the pace of our employee hiring across all functions in
the second and third quarters of 2020. In particular, the reduction in employee
hiring for our sales and marketing organization may negatively impact our near-
to medium-term growth rate and revenue. We may take further actions as may be
required by government authorities or that we determine are in the best
interests of our business, employees, customers, and business partners. The
global impact of COVID-19 continues to rapidly evolve, and while the broader
implications of the ongoing COVID-19 pandemic remain uncertain, we will continue
to monitor the situation and the effects on our business and operations.

                                       27

--------------------------------------------------------------------------------

Table of Contents

Key Factors Affecting Our Performance

Developing Innovative, Market-Leading Offerings and Expanding Developer Mindshare



We are focused on delivering market-leading offerings. We believe it is critical
for us to maintain our product leadership position and further increase the
strength of our brand and reputation to drive revenue growth. We developed
Confluent Cloud, our cloud-native SaaS offering, in 2017 to capitalize on the
existing demand for a fully-managed cloud service for Apache Kafka. Confluent
Cloud has grown rapidly since launch, as organizations have been making
significant investments in digital infrastructure with the goal of both driving
efficiencies across their businesses, and better leveraging the data that powers
their processes and customer experiences. In addition, we continue to release
new product enhancements and features to simplify application development and
real-time analytics and enhance security and data governance. We intend to
continue investing in our engineering capabilities and marketing activities to
maintain our strong position within the developer community. Our results of
operations may fluctuate as we make these investments to drive increased
customer adoption and usage.

Increasing Adoption of Confluent Cloud



We believe our cloud-native Confluent Cloud offering represents an important
growth opportunity for our business. Organizations are increasingly looking for
a fully-managed offering to seamlessly leverage data in motion across a variety
of environments. In some cases, customers that have been self-managing
deployments through Confluent Platform subsequently have become Confluent Cloud
customers. We offer customers a free cloud trial and a pay-as-you-go arrangement
to encourage adoption and usage over time. We will continue to leverage our
cloud-native differentiation to drive our growth. We expect Confluent Cloud's
contribution to our subscription revenue to increase over time. Our Confluent
Cloud revenue increased from $6.6 million and $12.8 million in the three and six
months ended June 30, 2020, respectively, to $19.7 million and $33.6 million in
the three and six months ended June 30, 2021, respectively, representing
year-over-year growth of 200% and 163%, respectively.

Growing Our Customer Base and Extending Our Global Reach



We are intensely focused on continuing to grow our customer base. We have
invested and will continue to invest heavily in our sales and marketing efforts
and developer community outreach, which are critical to driving customer
acquisition. We historically focused on large enterprise customers with
significant expansion opportunities and built a go-to-market motion around this
approach. As we grew our cloud offering and created more self-serve
opportunities, we have significantly broadened our reach of customers and are
able to attract a greater array of customers. This is evidenced by our
significant increase in customer count in recent years, driven by Confluent
Cloud customers. Our ability to attract new customers will depend on a number of
factors, including our success in recruiting and scaling our sales and marketing
organization, our ability to accelerate ramp time of our sales force, the impact
of marketing efforts to enhance our brand, and competitive dynamics in our
target markets. We had 2,830 customers and 1,390 customers as of June 30, 2021
and June 30, 2020, respectively, spanning organizations of all sizes and
industries. Our customer count treats affiliated entities with the same parent
organization as a single customer and includes pay-as-you-go customers. During
the three and six months ended June 30, 2021, 36% of our total revenue came from
outside of the United States.

Retaining and Expanding Revenue from Existing Customers





Our business model is driven by customer renewals and increasing existing
customer subscriptions over time, referred to as land-and-expand. We believe we
have significant opportunities to increase our revenue as customers expand their
use of our offering in connection with migrating more data to the public cloud,
identifying new use cases, and realizing the benefits of data in motion. Our
ability to retain and expand revenue from existing customers will depend on a
number of factors, including the impact of existing customers becoming a larger
portion of our overall customer base, large initial deal sizes that incorporate
potential growth, the impact of the COVID-19 pandemic, the initial impact of
existing customers transitioning to our usage-based Confluent Cloud offering,
customer satisfaction with our subscriptions and services, loss of large
customers including the timing of any such loss, and the mix of commercial and
enterprise customers, among other things.

                                       28

--------------------------------------------------------------------------------

Table of Contents

Investing in Growth and Scaling our Business



We believe our market opportunity is significant, and we are focused on
continuing to make substantial investments in our long-term revenue and
profitability potential. We believe it is critical to scale across all
organizational functions, including our sales and marketing organization, in
order to capture this opportunity. Any investments we make in our sales and
marketing organization will occur in advance of experiencing the benefits from
such investments, and it may be difficult for us to determine if we are
efficiently allocating resources within the organization. We intend to continue
to invest heavily to grow our business to take advantage of our expansive market
opportunity rather than optimize for profitability or cash flow in the near
future.

Key Business Metrics



We monitor the key business metrics set forth below to help us evaluate our
business and growth trends, establish budgets, measure our performance, and make
strategic decisions. The calculation of the key metrics discussed below may
differ from other similarly titled metrics used by other companies, securities
analysts, or investors.


Remaining Performance Obligations ("RPO")



RPO as a metric represents the amount of contracted future revenue that has not
yet been recognized as of the end of each period, including both deferred
revenue that has been invoiced and non-cancelable committed amounts that will be
invoiced and recognized as revenue in future periods. RPO as a metric excludes
pay-as-you-go arrangements.



RPO as a metric is not necessarily indicative of future revenue growth because
it does not account for the timing of customers' consumption or their
consumption of more than their contracted capacity. RPO may also fluctuate due
to a number of factors, including the timing of renewals, average contract
terms, seasonality, and dollar amount of customer contracts. Due to these
factors, it is important to review RPO in conjunction with revenue and other
financial metrics disclosed elsewhere in this Quarterly Report on Form 10-Q. Our
RPO was $327.2 million and $190.6 million as of June 30, 2021 and 2020,
respectively.



Customers with $100,000 or Greater in Annual Recurring Revenue ("ARR")





We define ARR as the subscription revenue we would contractually expect to
receive from customers over the following 12 months assuming no increases or
reductions in their subscriptions. ARR excludes services and pay-as-you-go
arrangements. Similar to RPO, ARR as a metric is not necessarily indicative of
future revenue growth because it does not account for the timing of customers'
consumption or their consumption of more than their contracted capacity. Large
customer relationships lead to scale and operating leverage in our business
model. Compared with smaller customers, large customers present a greater
opportunity for us because they have larger budgets, greater potential for
migrating more applications over time, and a wider range of potential use cases
for data in motion. As a measure of our ability to scale with our customers and
attract large enterprises to our offering, we count the number of customers that
contributed $100,000 or greater in ARR as of period end. Our customer count may
also fluctuate due to acquisitions, consolidations, spin-offs, and other market
activity. We had 617 and 408 customers with $100,000 or greater in ARR as of
June 30, 2021 and 2020, respectively.

Dollar-Based Net Retention Rate ("NRR")





We calculate our dollar-based NRR as of a period end by starting with the ARR
from the cohort of all customers as of 12 months prior to such period end, or
Prior Period Value. We then calculate the ARR from these same customers as of
the current period end, or Current Period Value, which includes any growth in
the value of subscriptions and is net of contraction or attrition over the prior
12 months. Services and pay-as-you-go arrangements are excluded from the
calculation of ARR. We then divide the Current Period Value by the Prior Period
Value to arrive at our dollar-based NRR. The dollar-based NRR includes the
effect, on a dollar-weighted value basis, of our subscriptions that expand,
renew, contract, or attrit, but excludes ARR from new customers in the current
period. Our dollar-based NRR is subject to adjustments for acquisitions,
consolidations, spin-offs, and other market activity. We believe that our
dollar-based NRR provides useful information about the evolution of our existing
customers and our future growth

                                       29

--------------------------------------------------------------------------------

Table of Contents

prospects. Our dollar-based NRR was over 130% as of June 30, 2021, demonstrating our ability to expand within existing customers.

Components of Results of Operations

Revenue

We derive revenue primarily from subscriptions and, to a lesser extent, services.



Subscription Revenue. Our subscription revenue consists of revenue from
term-based licenses that include post-contract customer support, maintenance,
and upgrades, referred to together as PCS, which we refer to as Confluent
Platform, and our SaaS offering, which we refer to as Confluent Cloud. We
recognize a portion of the revenue from our term-based license subscriptions at
a point in time, upon delivery and transfer of control of the underlying license
to the customer, which is typically the effective start date. Revenue from PCS,
which represents a substantial majority of the revenue from our term-based
license subscriptions, is recognized ratably over the contract term. The
majority of our revenue from Confluent Cloud in the three and six months ended
June 30, 2021 and 2020 was based on usage-based minimum commitments and is
recognized on a usage basis, as usage represents a direct measurement of the
value to the customer of the subscription transferred as of a particular date
relative to the total value to be delivered over the term of the contract. A
smaller portion of revenue from Confluent Cloud in the three and six months
ended June 30, 2021 and 2020 was derived from contracts that are not
usage-based, with revenue from these contracts recognized ratably over the
non-cancelable term of the subscription for such contracts, generally beginning
on the date that the service is made available to the customer. Our
subscriptions primarily have one-year terms, and are generally non-cancelable
and non-refundable. We also provide pay-as-you-go arrangements, which consist of
month-to-month SaaS contracts. These arrangements have historically represented
an immaterial portion of our subscription revenue.

Services Revenue. Services revenue consists of revenue from professional services and education services, which are generally sold on a time-and-materials basis. Revenue for professional services and education services is recognized as these services are delivered.



We expect our total revenue may vary from period to period based on, among other
things, the timing and size of new subscriptions, the rate of customer renewals
and expansions, delivery of professional services, ramp time and productivity of
our salesforce, the impact of significant transactions, seasonality, and
fluctuations in customer consumption for our usage-based offering.

Cost of Revenue



Cost of Subscription Revenue. Cost of subscription revenue primarily includes
personnel-related costs, including salaries, bonuses and benefits, and
stock-based compensation, for employees associated with customer support and
maintenance, third-party cloud infrastructure costs, amortization of
internal-use software, and allocated overhead. We expect our cost of
subscription revenue to increase in absolute dollars as our subscription revenue
increases.

Cost of Services Revenue. Cost of services revenue primarily includes
personnel-related costs, including salaries, bonuses and benefits, and
stock-based compensation, for employees associated with our professional
services and education services, travel-related costs, and allocated overhead.
We expect our cost of services revenue to increase in absolute dollars as our
services revenue increases.

Gross Profit and Gross Margin

Gross Profit. Gross profit represents revenue less cost of revenue.


                                       30

--------------------------------------------------------------------------------

Table of Contents



Gross Margin. Gross margin, or gross profit as a percentage of revenue, has been
and will continue to be affected by a variety of factors, including the average
sales price of our subscriptions and services, changes in our revenue mix,
including the mix of revenue between our Confluent Platform, Confluent Cloud,
and service offerings, timing and amount of usage of
third-party cloud infrastructure resources, and infrastructure optimization. We
expect our gross margin to fluctuate over time depending on the factors
described above.

Operating Expenses



Our operating expenses consist of research and development, sales and marketing,
and general and administrative expenses. Personnel-related costs are the most
significant component of each category of operating expenses. Operating expenses
also include allocated overhead costs for facilities, information technology,
and recruiting.

Research and Development. Research and development expenses consist primarily of
personnel-related costs, including salaries, bonuses and benefits, and
stock-based compensation, net of capitalized amounts, third-party cloud
infrastructure expenses incurred in developing our platform, contractor and
professional services fees, software and subscription services dedicated for use
by our research and development organization, and allocated overhead. We expect
our research and development expenses will continue to increase in absolute
dollars as our business grows and we continue to invest in our offering.

Sales and Marketing. Sales and marketing expenses consist primarily of
personnel-related costs, including salaries, sales commissions, bonuses and
benefits, and stock-based compensation, costs related to marketing programs,
travel-related costs, amortization of deferred contract acquisition costs, which
consist of sales commissions and the associated payroll taxes, and allocated
overhead. Marketing programs consist of advertising, events, corporate
communications, and brand-building and developer-community activities. We expect
our sales and marketing expenses will increase in absolute dollars over time and
continue to be our largest operating expense for the foreseeable future as we
expand our sales force, increase our marketing resources, and expand into new
markets.

General and Administrative. General and administrative expenses consist
primarily of personnel-related costs, including salaries, bonuses and benefits,
and stock-based compensation for administrative functions including finance,
legal, and human resources, professional fees, software and subscription
services dedicated for use by our general and administrative functions, and
allocated overhead.

As a result of our IPO, we have incurred and expect to continue to incur
additional expenses to operate as a public company, including costs to comply
with the rules and regulations applicable to companies listed on a national
securities exchange, costs related to compliance and reporting obligations, and
increased expenses for investor relations and professional services. We also
recognized non-cash expense of $13.3 million related to the charitable donation
of our Class A common stock in June 2021. We expect that our general and
administrative expenses will increase in absolute dollars as our business grows.

Interest Income

Interest income consists primarily of interest earned on our cash equivalents and marketable securities.



Other Income (Expense), Net

Other income (expense), net consists primarily of amortization of premiums and
accretion of discounts on marketable securities, gains and losses from foreign
currency transactions, and realized gains and losses on marketable securities.

Provision for (Benefit from) Income Taxes



Provision for (benefit from) income taxes consists primarily of income taxes in
certain foreign and U.S. state jurisdictions in which we conduct business. We
maintain a full valuation allowance against our U.S. and U.K. deferred tax
assets because we have concluded that it is more likely than not that the
deferred tax assets will not be realized.

                                       31

--------------------------------------------------------------------------------

Table of Contents

Results of Operations

The following table sets forth our condensed consolidated statements of operations data for the periods presented:





                                     Three Months Ended June 30,            Six Months Ended June 30,
                                      2021                 2020               2021               2020
                                                              (in thousands)
Revenue:
Subscription                     $       78,516       $       46,973     $      146,508       $    90,916
Services                                  9,822                6,879             18,858            13,840
Total revenue                            88,338               53,852            165,366           104,756
Cost of revenue:
Subscription(1)(2)                       20,292               11,734             36,049            22,748
Services(1)(2)                            9,717                5,956             17,798            12,755
Total cost of revenue                    30,009               17,690             53,847            35,503
Gross profit                             58,329               36,162            111,519            69,253
Operating expenses:
Research and development(1)(2)           33,225               18,875             57,538            38,617
Sales and marketing(1)(2)                73,206               36,447            131,715            74,764
General and                              37,943                8,334             53,455            16,749

administrative(1)(2)


Total operating expenses                144,374               63,656            242,708           130,130
Operating loss                          (86,045 )            (27,494 )         (131,189 )         (60,877 )
Interest income                             688                1,303              1,532             1,746
Other expense, net                         (643 )               (211 )             (979 )            (518 )
Loss before income taxes                (86,000 )            (26,402 )         (130,636 )         (59,649 )
Provision for (benefit from)              2,170                 (106 )            2,060               282
income taxes
Net loss                         $      (88,170 )     $      (26,296 )   $     (132,696 )     $   (59,931 )

(1) Includes stock-based compensation expense as follows:



                                          Three Months Ended June 30,            Six Months Ended June 30,
                                            2021                2020             2021                2020
                                                                   (in

thousands)

Cost of revenue - subscription $ 2,172 $ 524

 $       3,147       $         986
Cost of revenue - services                      1,055                312             1,599                 662
Research and development                        8,932              2,250            12,443               4,296
Sales and marketing                            11,155              2,735            16,131               5,108
General and administrative                     11,202              1,251            14,549               2,471

Total stock-based compensation expense $ 34,516 $ 7,072

 $      47,869       $      13,523

(2) Includes employer taxes on employee stock transactions as follows:



                                       Three Months Ended June 30,                  Six Months Ended June 30,
                                        2021                    2020                2021                   2020
                                                                   (in

thousands)


Cost of revenue - subscription   $               38         $           -     $             38         $           1
Cost of revenue - services                      288                     -                  288                     -
Research and development                        277                     -                  398                     9
Sales and marketing                             610                     -                  713                    22
General and administrative                      222                     5                  261                    49
Total employer taxes on employee
stock transactions               $            1,435         $           5     $          1,698         $          81




                                       32

--------------------------------------------------------------------------------

Table of Contents

The following table sets forth our condensed consolidated statements of operations data expressed as a percentage of revenue for the periods indicated:





                                     Three Months Ended June 30,            

Six Months Ended June 30,


                                     2021                  2020              2021                  2020
Revenue:
Subscription                               89%                   87%               89%                   87%
Services                                    11                    13                11                    13
Total revenue                              100                   100               100                   100
Cost of revenue:
Subscription                                23                    22                22                    22
Services                                    11                    11                11                    12
Total cost of revenue                       34                    33                33                    34
Gross profit                                66                    67                67                    66
Operating expenses:
Research and development                    38                    35                35                    37
Sales and marketing                         83                    68                80                    71
General and administrative                  43                    15                32                    16
Total operating expenses                   164                   118               147                   124
Operating loss                             (98 )                 (51 )             (80 )                 (58 )
Interest income                              1                     2                 1                     1
Other expense, net                           0                     0                 0                     0
Loss before income taxes                   (97 )                 (49 )             (79 )                 (57 )
Provision for (benefit from)                 3                     0                 1                     0
income taxes
Net loss                                (100)%                 (49)%             (80)%                 (57)%



Comparison of the Three Months Ended June 30, 2021 and 2020





Revenue



                  Three Months Ended June 30,              Change
                   2021                 2020             $          %
                         (in thousands, except percentages)
Subscription  $       78,516       $       46,973     $ 31,543     67%
Services               9,822                6,879        2,943     43%
Total revenue $       88,338       $       53,852     $ 34,486     64%




Subscription revenue increased by $31.5 million during the three months ended
June 30, 2021 compared to the three months ended June 30, 2020. The increase in
revenue was primarily from sales to new customers and the remaining increase was
attributable to sales to existing customers. Sales to new customers represent
the revenue recognized from new customers acquired in the 12 months prior to the
reporting date. A further indication of our ability to expand from existing
customers is through our dollar-based net retention rate of over 120% as of June
30, 2021. We had 617 customers with $100,000 or greater in ARR as of June 30,
2021, increasing from 408 as of June 30, 2020. Confluent Platform and Confluent
Cloud contributed 75% and 25% of our subscription revenue during the three
months ended June 30, 2021, respectively, compared to 86% and 14% during the
three months ended June 30, 2020, respectively.



Services revenue increased by $2.9 million during the three months ended June
30, 2021 compared to the three months ended June 30, 2020. This was primarily
due to an increase in delivery of professional services as we expanded our
professional services organization to help our customers further realize the
benefits of our offering.




Cost of Revenue, Gross Profit, and Gross Margin


                                       33

--------------------------------------------------------------------------------


  Table of Contents

                          Three Months Ended June 30,              Change
                           2021                 2020             $          %
                                 (in thousands, except percentages)
Cost of revenue
Subscription          $       20,292       $       11,734     $  8,558     73%
Services                       9,717                5,956        3,761     63%
Total cost of revenue $       30,009       $       17,690     $ 12,319     70%
Gross profit          $       58,329       $       36,162     $ 22,167     61%




                    Three Months Ended June 30,
                       2021             2020
Gross margin
Subscription                74%              75%
Services                     1%              13%
Total gross margin          66%              67%




Cost of subscription revenue increased by $8.6 million during the three months
ended June 30, 2021 compared to the three months ended June 30, 2020. This
increase was primarily due to increased headcount, contributing to an increase
of $4.8 million in personnel-related costs and allocated overhead costs, and an
increase of $2.5 million in third-party cloud infrastructure costs. The increase
in personnel-related costs included an increase of $1.7 million in stock-based
compensation expense as a result of increased headcount and equity awards
granted to existing employees.



Cost of services revenue increased by $3.8 million during the three months ended
June 30, 2021 compared to the three months ended June 30, 2020. This increase
was primarily due to increased headcount, contributing to an increase of $2.6
million in personnel-related costs and allocated overhead costs, and an increase
of $1.0 million in consulting services. The increase in personnel-related costs
included an increase of $0.7 million in stock-based compensation expense as a
result of increased headcount and equity awards granted to existing employees.



Our subscription gross margin decreased primarily due to the change in our
revenue mix and higher personnel-related costs, partially offset by economies of
scale resulting from increased efficiency and optimization of our
infrastructure. Our services gross margin decreased primarily due to higher
personnel-related costs.



Research and Development



                             Three Months Ended June 30,              Change
                              2021                 2020             $          %
                                    (in thousands, except percentages)
Research and development $       33,225       $       18,875     $ 14,350     76%
Percentage of revenue               38%                  35%




Research and development expenses increased by $14.4 million during the three
months ended June 30, 2021 compared to the three months ended June 30, 2020. The
increase was primarily due to increased headcount, contributing to an increase
of $12.7 million in personnel-related costs and allocated overhead costs. The
increase in personnel-related costs included an increase of $6.7 million in
stock-based compensation expense, net of amounts capitalized, as a result of
increased headcount and equity awards granted to existing employees.



Sales and Marketing



                          Three Months Ended June 30,              Change
                           2021                 2020             $          %
                                 (in thousands, except percentages)
Sales and marketing   $       73,206       $       36,447     $ 36,759     101%
Percentage of revenue            83%                  68%




                                       34

--------------------------------------------------------------------------------

Table of Contents



Sales and marketing expenses increased by $36.8 million during the three months
ended June 30, 2021 compared to the three months ended June 30, 2020. The
increase was primarily due to increased headcount, contributing to an increase
of $28.5 million in personnel-related costs and allocated overhead costs, an
increase of $3.7 million in advertising costs and marketing programs, and an
increase of $2.8 million of amortization of deferred contract acquisition costs.
The increase in personnel-related costs included an increase of $8.4 million in
stock-based compensation expense as a result of increased headcount and equity
awards granted to existing employees.



General and Administrative



                              Three Months Ended June 30,             Change
                                2021                2020            $          %
                                     (in thousands, except percentages)
General and administrative $       37,943       $      8,334     $ 29,609     355%
Percentage of revenue                 43%                15%




General and administrative expenses increased by $29.6 million during the three
months ended June 30, 2021 compared to the three months ended June 30, 2020.
This increase was primarily due to increased headcount, contributing to an
increase of $14.2 million in personnel-related costs and allocated overhead
costs, and an increase of $13.3 million associated with the charitable donation
of our Class A common stock. The increase in personnel-related expenses included
an increase of $6.1 million of stock-based compensation expense as a result of
increased headcount and equity awards granted to existing employees, as well as
$3.8 million of stock-based compensation expense related to performance-based
options, for which the performance-based vesting condition was satisfied upon
the effectiveness of the IPO.



Interest Income



                    Three Months Ended June 30,               Change
                   2021                   2020             $          %
                           (in thousands, except percentages)
Interest income $       688         $          1,303     $ (615 )   (47)%




Interest income decreased by $0.6 million during the three months ended June 30,
2021 compared to the three months ended June 30, 2020 primarily due to lower
returns on marketable securities.



Other Income (Expense), Net



                       Three Months Ended June 30,             Change
                       2021                  2020            $         %
                             (in thousands, except percentages)
Other expense, net $        (643 )       $        (211 )   $ (432 )   205%



The change in other expense, net during the three months ended June 30, 2021 compared to the three months ended June 30, 2020 was not material.

Provision for (Benefit from) Income Taxes





                                  Three Months Ended June 30,                  Change
                                   2021                 2020              $              %
                                             (in thousands, except percentages)
Loss before income taxes      $      (86,000 )     $      (26,402 )   $  (59,598 )       (226)%
Provision for (benefit from)
income taxes                           2,170                 (106 )        2,276          2147%
Effective tax rate                    (2.5)%                 0.4%




We maintain a full valuation allowance on our U.S. and U.K. deferred tax assets,
and the significant components of our recorded tax expense are current cash
taxes in various jurisdictions. The cash taxes are impacted by each
jurisdiction's individual tax rates, laws on the timing of recognition of income
and deductions, and availability of net

                                       35

--------------------------------------------------------------------------------

Table of Contents



operating losses and tax credits. Our effective tax rate might fluctuate
significantly on a quarterly basis and could be adversely affected to the extent
earnings are lower than forecasted in countries that have lower statutory rates
and higher than forecasted in countries that have higher statutory rates.



Comparison of the Six Months Ended June 30, 2021 and 2020





Revenue



                Six Months Ended June 30,             Change
                  2021               2020           $          %
                      (in thousands, except percentages)
Subscription  $     146,508       $   90,916     $ 55,592     61%
Services             18,858           13,840        5,018     36%
Total revenue $     165,366       $  104,756     $ 60,610     58%




Subscription revenue increased by $55.6 million during the six months ended June
30, 2021 compared to the six months ended June 30, 2020. The increase in revenue
was primarily from sales to new customers and the remaining increase was
attributable to sales to existing customers. Sales to new customers represent
the revenue recognized from customers acquired in the 12 months prior to each
discrete quarter end within the year-to-date reporting period. A further
indication of our ability to expand from existing customers is through our
dollar-based net retention rate of over 120% as of June 30, 2021. We had 617
customers with $100,000 or greater in ARR as of June 30, 2021, increasing from
408 as of June 30, 2020. Confluent Platform and Confluent Cloud contributed 77%
and 23% of our subscription revenue during the six months ended June 30, 2021,
respectively, compared to 86% and 14% during the six months ended June 30, 2020,
respectively.



Services revenue increased by $5.0 million during the six months ended June 30,
2021 compared to the six months ended June 30, 2020. This was primarily due to
an increase in delivery of professional services as we expanded our professional
services organization to help our customers further realize the benefits of our
offering.


Cost of Revenue, Gross Profit, and Gross Margin





                        Six Months Ended June 30,             Change
                           2021              2020           $          %
                              (in thousands, except percentages)
Cost of revenue
Subscription          $       36,049       $  22,748     $ 13,301     58%
Services                      17,798          12,755        5,043     40%
Total cost of revenue $       53,847       $  35,503     $ 18,344     52%
Gross profit          $      111,519       $  69,253     $ 42,266     61%




                     Six Months Ended June 30,
                       2021             2020
Gross margin
Subscription                75%              75%
Services                     6%               8%
Total gross margin          67%              66%




Cost of subscription revenue increased by $13.3 million during the six months
ended June 30, 2021 compared to the six months ended June 30, 2020. This
increase was primarily due to increased headcount, contributing to an increase
of $7.2 million in personnel-related costs and allocated overhead costs, and an
increase of $4.1 million in third-party cloud infrastructure costs. The increase
in personnel-related costs included an increase of $2.2 million in stock-based
compensation expense as a result of increased headcount and equity awards
granted to existing employees.



Cost of services revenue increased by $5.0 million during the six months ended
June 30, 2021 compared to the six months ended June 30, 2020. This increase was
primarily due to increased headcount, contributing to an increase of

                                       36

--------------------------------------------------------------------------------

Table of Contents

$3.5 million in personnel-related costs and allocated overhead costs, and an
increase of $1.8 million in consulting services, which were partially offset by
a decrease of $0.4 million in travel-related costs primarily due to COVID-19
travel restrictions. The increase in personnel-related costs included an
increase of $0.9 million in stock-based compensation expense as a result of
increased headcount and equity awards granted to existing employees.



Our subscription gross margin remained flat due to economies of scale resulting
from increased efficiency and optimization of our infrastructure, despite the
change in our revenue mix and higher personnel-related costs. Our services gross
margin decreased primarily due to higher personnel-related costs, partially
offset by a decrease in travel-related costs in light of COVID-19 travel
restrictions.



Research and Development



                             Six Months Ended June 30,              Change
                             2021                2020             $          %
                                   (in thousands, except percentages)
Research and development $      57,538       $      38,617     $ 18,921     49%
Percentage of revenue              35%                 37%




Research and development expenses increased by $18.9 million during the six
months ended June 30, 2021 compared to the six months ended June 30, 2020. The
increase was primarily due to increased headcount, contributing to an increase
of $16.7 million in personnel-related costs and allocated overhead costs. The
increase in personnel-related costs included an increase of $8.1 million in
stock-based compensation expense, net of amounts capitalized, as a result of
increased headcount and equity awards granted to existing employees.



Sales and Marketing



                        Six Months Ended June 30,             Change
                           2021              2020           $          %
                              (in thousands, except percentages)
Sales and marketing   $      131,715       $  74,764     $ 56,951     76%
Percentage of revenue            80%             71%




Sales and marketing expenses increased by $57.0 million during the six months
ended June 30, 2021 compared to the six months ended June 30, 2020. The increase
was primarily due to increased headcount, contributing to an increase of $42.7
million in personnel-related costs and allocated overhead costs, an increase of
$6.0 million in advertising costs and marketing programs, and an increase of
$5.5 million of amortization of deferred contract acquisition costs. The
increase in personnel-related costs included an increase of $11.0 million in
stock-based compensation expense as a result of increased headcount and equity
awards granted to existing employees.



General and Administrative



                               Six Months Ended June 30,              Change
                               2021                2020             $          %
                                     (in thousands, except percentages)
General and administrative $      53,455       $      16,749     $ 36,706     219%
Percentage of revenue                32%                 16%




General and administrative expenses increased by $36.7 million during the six
months ended June 30, 2021 compared to the six months ended June 30, 2020. This
increase was primarily due to increased headcount, contributing to an increase
of $20.1 million in personnel-related costs and allocated overhead costs, and an
increase of $13.3 million associated with the charitable donation of our Class A
common stock upon the consummation of the IPO. The increase in personnel-related
expenses included an increase of $8.3 million of stock-based compensation
expense as a result of increased headcount and equity awards granted to existing
employees, as well as $3.8 million of stock-based compensation expense related
to performance-based options, for which the performance-based vesting condition
was satisfied upon the effectiveness of the IPO.



                                       37

--------------------------------------------------------------------------------


  Table of Contents

Interest Income



                   Six Months Ended June 30,             Change
                    2021               2020           $          %
                         (in thousands, except percentages)
Interest income $      1,532       $      1,746     $ (214 )   (12)%



Interest income decreased by $0.2 million during the six months ended June 30, 2021 compared to the six months ended June 30, 2020 primarily due to lower returns on marketable securities.





Other Income (Expense), Net



                     Six Months Ended June 30,             Change
                       2021                2020         $          %
                           (in thousands, except percentages)
Other expense, net $        (979 )       $   (518 )   $ (461 )   (89)%



The change in other expense, net during the six months ended June 30, 2021 compared to the six months ended June 30, 2020 was not material.

Provision for (Benefit from) Income Taxes



                             Six Months Ended June 30,               Change
                                2021              2020            $           %
                                     (in thousands, except percentages)
Loss before income taxes   $     (130,636 )     $ (59,649 )   $ (70,987 )   (119)%
Provision for income taxes $        2,060       $     282     $   1,778       630%
Effective tax rate                 (1.6)%          (0.5)%




We maintain a full valuation allowance on our U.S. and U.K. deferred tax assets,
and the significant components of our recorded tax expense are current cash
taxes in various jurisdictions. The cash taxes are impacted by each
jurisdiction's individual tax rates, laws on the timing of recognition of income
and deductions, and availability of net operating losses and tax credits. Our
effective tax rate might fluctuate significantly on a quarterly basis and could
be adversely affected to the extent earnings are lower than forecasted in
countries that have lower statutory rates and higher than forecasted in
countries that have higher statutory rates.





Liquidity and Capital Resources



To date, we have financed our operations principally through proceeds from sales
of our equity securities and payments received from our customers. In June 2021,
we completed our IPO, which resulted in proceeds of $786.6 million, net of
underwriting discounts and commissions.

As of June 30, 2021, we had cash, cash equivalents, and marketable securities
totaling $1,043.9 million. Our cash and cash equivalents primarily consist of
bank deposits and money market funds. Our marketable securities consist of
corporate notes and bonds, commercial paper, U.S. agency obligations, and
municipal bonds. We believe our existing cash, cash equivalents, and marketable
securities will be sufficient to fund our operating and capital needs for at
least the next 12 months.

                                       38

--------------------------------------------------------------------------------

Table of Contents



We have generated significant operating losses and negative cash flows from
operations. As of June 30, 2021, we had an accumulated deficit of $538.7
million. We expect to continue to incur operating losses and negative cash flows
from operations in the future and may require additional capital resources to
execute strategic initiatives to grow our business. Our future capital
requirements will depend on many factors including our growth rate, the timing
and extent of spending to support development efforts, the expansion of sales
and marketing and international operations, and the continuing market acceptance
of our subscriptions and services. We may be required to seek additional equity
or debt financing. In the event that additional financing is required from
outside sources, we may not be able to raise it on terms acceptable to us or at
all. If we are unable to raise additional capital when desired, our business,
results of operations, and financial condition would be adversely affected.

The following table summarizes our cash flows for the periods presented:





                                                       Six Months Ended June 30,
                                                         2021               2020
                                                             (in thousands)
 Net cash used in operating activities               $     (63,155 )     $  

(52,487 )

Net cash provided by (used in) investing activities $ 63,528 $ (191,523 )


 Net cash provided by financing activities           $     822,928       $  253,290

Cash Flows from Operating Activities



We generally invoice our customers annually in advance for our term-based
licenses and either annually in advance or monthly in arrears for our SaaS
offering. Our largest source of operating cash is payments received from our
customers. We have in the past and expect in the future to experience
seasonality, with the fourth quarter historically being our strongest quarter
for new customer sales, renewals, and expansion as a result of large enterprise
buying patterns. Accordingly, the operating cash flow benefit from increased
collections from our customers generally occurs in the subsequent one to two
quarters after billing. We expect seasonality, timing of billings, and
collections from our customers to have a material impact on our cash flow from
operating activities from period to period. Our primary uses of cash from
operating activities are for personnel-related expenses, sales and marketing
expenses, third-party cloud infrastructure costs, and overhead expenses.

Cash used in operating activities of $63.2 million for the six months ended June
30, 2021 primarily consisted of our net loss of $132.7 million, adjusted for
non-cash charges of $83.2 million, and net cash outflows of $13.7 million from
changes in our operating assets and liabilities. Our non-cash charges included
$47.9 million of stock-based compensation expense, net of amounts capitalized,
$13.3 million of Class A common stock charitable donation expense, $11.6 million
of amortization of deferred contract acquisition costs, and $5.6 million of
non-cash operating lease costs. The main drivers of the changes in operating
assets and liabilities were a $26.3 million increase in deferred contract
acquisition costs due to our increased sales, $14.7 million increase in prepaid
expenses and other current assets primarily driven by prepaid insurance as a
result of becoming a public company, $11.9 million increase in accounts
receivable due to overall growth of our sales and our expanding customer base,
and a $5.4 million decrease in operating lease liabilities due to lease
payments, partially offset by a $31.4 million increase in deferred revenue
corresponding with our increased sales, and a $12.9 million increase in accrued
expenses and accrued liabilities due to increased headcount and growth in our
business.



Cash used in operating activities of $52.5 million for the six months ended June
30, 2020 primarily consisted of our net loss of $59.9 million, adjusted for
non-cash charges of $26.9 million, and net cash outflows of $19.5 million from
changes in our operating assets and liabilities. Our non-cash charges included
$13.5 million of stock-based compensation expense, net of amounts capitalized,
$6.1 million of amortization of deferred contract acquisition costs, and $6.1
million of non-cash operating lease costs. The main drivers of the changes in
operating assets and liabilities were a $25.3 million increase in accounts
receivable due to overall growth of our sales and our expanding customer base, a
$13.9 million increase in deferred contract acquisition costs due to our
increased sales, and a $5.8 million decrease in operating lease liabilities due
to lease payments, partially offset by a $25.0 million increase in deferred
revenue corresponding with our increased sales.

Cash Flows from Investing Activities


                                       39

--------------------------------------------------------------------------------

Table of Contents





Cash provided by investing activities of $63.5 million for the six months ended
June 30, 2021 was primarily due to maturities of marketable securities of $123.0
million, offset by purchases of marketable securities of $56.0 million,
capitalized internal-use software development costs of $1.8 million, and
purchases of property and equipment of $1.7 million.



Cash used in investing activities of $191.5 million for the six months ended June 30, 2020 was primarily due to net purchases, sales and maturities of marketable securities totaling $188.9 million and capitalized internal-use software development costs of $2.1 million.

Cash Flows from Financing Activities





Cash provided by financing activities of $822.9 million for the six months ended
June 30, 2021 was primarily a result of $786.6 million in proceeds from our IPO,
net of underwriting discounts and commissions, as well as $37.2 million in
proceeds from the issuance of common stock upon exercises of stock options, net
of repurchases.



Cash provided by financing activities of $253.3 million for the six months ended
June 30, 2020 was due to $249.9 million in net proceeds from the issuance of our
Series E redeemable convertible preferred stock, net of issuance costs, and $3.4
million in proceeds from the issuance of common stock upon exercises of stock
options, net of repurchases.


Contractual Obligations and Commitments





There were no material changes outside of the ordinary course of business in our
contractual obligations and commitments for the six months ended June 30, 2021
from the contractual obligations and commitments disclosed in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" set
forth in our Final Prospectus.

Off-Balance Sheet Arrangements



We did not have during the periods presented, and we do not currently have, any
off-balance sheet financing arrangements or any relationships with
unconsolidated entities or financial partnerships, including entities sometimes
referred to as structured finance or special purpose entities, that were
established for the purpose of facilitating off-balance sheet arrangements or
other contractually narrow or limited purposes.

Critical Accounting Policies and Estimates



Our condensed consolidated financial statements and the related notes thereto
included elsewhere in this Quarterly Report on Form 10-Q are prepared in
accordance with GAAP. The preparation of these condensed consolidated financial
statements requires us to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenue, costs and
expenses, and related disclosures. We evaluate our estimates and assumptions on
an ongoing basis. Our estimates are based on historical experience and on
various other assumptions that we believe to be reasonable under the
circumstances. Actual results could differ significantly from the estimates made
by management. To the extent that there are differences between our estimates
and actual results, our financial condition, results of operations, and cash
flows will be affected.

There have been no material changes to our critical accounting policies and estimates as compared to those described in "Management's Discussion and Analysis of Financial Condition and Results of Operations" set forth in our Final Prospectus.

Recent Accounting Pronouncements

See Note 2 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for recently adopted accounting pronouncements and accounting pronouncements not yet adopted.


                                       40

--------------------------------------------------------------------------------

Table of Contents

JOBS Act Accounting Election



We are an emerging growth company, as defined in the JOBS Act. The JOBS Act
provides that an emerging growth company can take advantage of an extended
transition period for complying with new or revised accounting standards. This
provision allows an emerging growth company to delay the adoption of some
accounting standards until those standards would otherwise apply to private
companies. We have elected to use the extended transition period under the JOBS
Act for the adoption of certain accounting standards until the earlier of the
date we (i) are no longer an emerging growth company or (ii) affirmatively and
irrevocably opt out of the extended transition period provided in the JOBS Act.
As a result, our condensed consolidated financial statements may not be
comparable to companies that comply with new or revised accounting
pronouncements as of public company effective dates.





                                       41

--------------------------------------------------------------------------------

Table of Contents

© Edgar Online, source Glimpses