The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our audited consolidated financial
statements and related notes appearing elsewhere in this Annual Report on Form
10- K. 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 Regarding Forward-Looking Statements" in this Annual Report on
Form 10-K. You should review the disclosure under the heading "Part I, Item 1A.
Risk Factors" in this Annual Report on Form 10-K for a discussion of important
factors that could cause our actual results to differ materially from those
anticipated in these forward-looking statements.

Overview

Datadog is the monitoring and analytics platform for developers, IT operations teams and business users in the cloud age.



Our SaaS platform integrates and automates infrastructure monitoring,
application performance monitoring, log management, and security monitoring to
provide unified, real-time observability of our customers' entire technology
stack. Datadog is used by organizations of all sizes and across a wide range of
industries to enable digital transformation and cloud migration, drive
collaboration among development, operations and business teams, accelerate time
to market for applications, reduce time to problem resolution, understand user
behavior and track key business metrics.

We generate revenue from the sale of subscriptions to customers using our
cloud-based platform. The terms of our subscription agreements are primarily
monthly or annual. Customers also have the option to purchase additional
products, such as additional containers to monitor, custom metrics packages,
anomaly detection and app analytics. Professional services are generally not
required for the implementation of our products and revenue from such services
has been immaterial to date.

We employ a land-and-expand business model centered around offering products
that are easy to adopt and have a very short time to value. Our customers can
expand their footprint with us on a self-service basis. Our customers often
significantly increase their usage of the products they initially buy from us
and expand their usage to other products we offer on our platform. We grow with
our customers as they expand their workloads in the public and private cloud.

As of December 31, 2020, we had $228.7 million in cash, cash equivalents and
restricted cash and $1,292.5 million in marketable securities. We have grown
rapidly in recent periods, with revenues for the fiscal years ended December 31,
2020, 2019 and 2018 of $603.5 million, $362.8 million, and $198.1 million,
respectively, representing year-over-year growth of 66% from the fiscal year
ended December 31, 2019 to the fiscal year ended December 31, 2020 and 83% from
the fiscal year ended December 31, 2018 to the fiscal year ended December 31,
2019. Substantially all of our revenue is from subscription software sales. We
expect that the rate of growth in our revenue will continue to decline as our
business scales, even if our revenue continues to grow in absolute terms. We
have continued to make significant expenditures and investments, including in
personnel-related costs, sales and marketing, infrastructure and operations, and
have incurred net losses of $(24.5) million, $(16.7) million and $(10.8) million
for the fiscal years ended December 31, 2020, 2019 and 2018, respectively. Our
operating cash flow was $109.1 million, $24.2 million and $10.8 million for the
years ended December 31, 2020, 2019 and 2018, respectively. Our free cash flow
was $83.2 million, $0.8 million and $(5.0) million for the years ended December
31, 2020, 2019 and 2018, respectively. See the section titled "-Liquidity and
Capital Resources-Non-GAAP Free Cash Flow" below.

Since December 2019, COVID-19 has spread to multiple countries, including the
United States and other countries in which we and our customers, partners,
suppliers, vendors and other parties with whom we do business operate. The
extent of the impact of the COVID-19 pandemic on our operational and financial
performance depends on certain developments, including the duration and spread
of the outbreak, its impact on industry events, and its effect on our customers,
partners, suppliers and vendors and other parties with whom we do business, all
of which are uncertain and cannot be predicted at this time. To the extent
possible, we are conducting business as usual, with necessary or advisable
modifications to employee travel and employee work locations, and cancelling or
holding virtually Datadog marketing events. We are continuing to actively
monitor the rapidly evolving situation related to COVID-19 and may take further
actions that alter our business operations, including those that may be required
by federal, state or local authorities, or that we determine are in the best
interests of our employees, customers, partners, suppliers, vendors and
stockholders. The extent to which the COVID-19 pandemic may impact our results
of operations and financial condition remains uncertain. In addition, due to our
subscription model, the effect of the COVID-19 pandemic, if any, may not be
fully reflected in our results of operations until future periods.

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Factors Affecting Our Performance

Acquiring New Customers



We believe there is substantial opportunity to continue to grow our customer
base. We intend to drive new customer acquisition by continuing to invest
significantly in sales and marketing to engage our prospective customers,
increase brand awareness and drive adoption of our platform and products. We
also plan to continue to invest in building brand awareness within the
development and operations communities. As of December 31, 2020, we had
approximately 14,170 customers spanning organizations of a broad range of sizes
and industries, compared to approximately 10,500 as of December 31, 2019. Our
ability to attract new customers will depend on a number of factors, including
the effectiveness and pricing of our products, offerings of our competitors, and
the effectiveness of our marketing efforts.

We define the number of customers as the number of accounts with a unique
account identifier for which we have an active subscription in the period
indicated. Users of our free trials or tier are not included in our customer
count. A single organization with multiple divisions, segments or subsidiaries
is generally counted as a single customer. However, in some cases where they
have separate billing terms, we may count separate divisions, segments or
subsidiaries as multiple customers.

Expanding Within Our Existing Customer Base



Our base of customers represents a significant opportunity for further sales
expansion. As of December 31, 2020, we had 1,253 customers with annual run-rate
revenue, or ARR, of $100,000 or more, representing 78% of our ARR, up from 858
as of December 31, 2019, representing 75% of our ARR. We monitor our number of
customers with ARR of $100,000 or more, and believe it is useful to investors,
as an indicator of our ability to grow the number of customers that are
exceeding this ARR threshold. We define ARR as the annual run-rate revenue of
subscription agreements from all customers at a point in time. We calculate ARR
by taking the monthly run-rate revenue, or MRR, and multiplying it by 12. MRR
for each month is calculated by aggregating, for all customers during that
month, monthly revenue from committed contractual amounts, additional usage and
monthly subscriptions. ARR and MRR should be viewed independently of revenue,
and do not represent our revenue under U.S. GAAP on a monthly or annualized
basis, as they are operating metrics that can be impacted by contract start and
end dates and renewal rates. ARR and MRR are not intended to be replacements or
forecasts of revenue.

A further indication of the propensity of our customer relationships to expand
over time is our dollar-based net retention rate, which compares our ARR from
the same set of customers in one period, relative to the year-ago period. As of
each of December 31, 2020 and 2019, our dollar-based net retention rate was
above 130%. We calculate dollar-based net retention rate 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 the Prior Period ARR. We then calculate the ARR from these
same customers as of the current period-end, or the Current Period ARR. Current
Period ARR includes any expansion and is net of contraction or attrition over
the last 12 months, but excludes ARR from new customers in the current period.
We then divide the total Current Period ARR by the total Prior Period ARR to
arrive at the point-in-time dollar-based net retention rate. We then calculate
the weighted average of the trailing 12-month point-in-time dollar-based net
retention rates, to arrive at the dollar-based net retention rate.

We believe that our land-and-expand business model allows us to efficiently
increase revenue from our existing customer base. Our customers often expand the
deployment of our platform across large teams and more broadly within the
enterprise as they migrate more workloads to the cloud, find new use cases for
our platform, and generally realize the benefits of our platform. We intend to
continue to invest in enhancing awareness of our brand and developing more
products, features and functionality, which we believe are important factors to
achieve widespread adoption of our platform. Our ability to increase sales to
existing customers will depend on a number of factors, including our customers'
satisfaction with our solution, competition, pricing and overall changes in our
customers' spending levels.

Sustaining Innovation and Technology Leadership



Our success is dependent on our ability to sustain innovation and technology
leadership in order to maintain our competitive advantage. We believe that we
have built a highly differentiated platform that will position us to further
extend the adoption of our platform and products. Datadog is frequently deployed
across a customer's entire infrastructure, making it ubiquitous. Datadog is a
daily part of the lives of developers, operations engineers and business
leaders. We employ a land-and-expand business model centered around offering
products that are easy to adopt and have a very short time to value. Our
efficient go-to-market model enables us to prioritize significant investment in
innovation. We have proven initial success of our platform approach, through
expansion beyond our initial infrastructure monitoring solution, to include APM
in 2017, logs in 2018, user experience and network performance monitoring in
2019 and security monitoring in 2020. As of December 31, 2020, approximately 72%
of our customers were using more than one product, up from approximately 60% a
year earlier. We believe these metrics indicate strong momentum in the uptake of
our newer platform products.

                                       44

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We intend to continue to invest in building additional products, features and
functionality that expand our capabilities and facilitate the extension of our
platform to new use cases. We also intend to continue to evaluate strategic
acquisitions and investments in businesses and technologies to drive product and
market expansion. Our future success is dependent on our ability to successfully
develop, market and sell existing and new products to both new and existing
customers.

Expanding Internationally



We believe there is a significant opportunity to expand usage of our platform
outside of North America. Revenue, as determined based on the billing address of
our customers, from regions outside of North America was approximately 25% of
our total revenue for the years ended December 31, 2020 and 2019. In addition,
we have made and plan to continue to make significant investments to expand
geographically, particularly in EMEA and APAC. Although these investments may
adversely affect our operating results in the near term, we believe that they
will contribute to our long-term growth. Beyond North America, we now have sales
presence internationally, including in Dublin, Paris, London, Singapore, Tokyo,
Seoul, Sydney and Amsterdam.

Components of Results of Operations

Revenue



We generate revenue from the sale of subscriptions to customers using our
cloud-based platform. The terms of our subscription agreements are primarily
monthly or annual, with the majority of our revenue coming from annual
subscriptions. Our customers can enter into a subscription for a committed
contractual amount of usage that is apportioned ratably on a monthly basis over
the term of the subscription period, a subscription for a committed contractual
amount of usage that is delivered as used, or a monthly subscription based on
usage. To the extent that our customers' usage exceeds the committed contracted
amounts under their subscriptions, either on a monthly basis in the case of a
ratable subscription or once the entire commitment is used in the case of a
delivered-as-used subscription, they are charged for their incremental usage.

Usage is measured primarily by the number of hosts or by the volume of data
indexed. A host is generally defined as a server, either in the cloud or
on-premise. Our infrastructure monitoring, APM and network performance
monitoring products are priced per host, our logs product is priced primarily
per log events indexed and secondarily by events ingested. Customers also have
the option to purchase additional products, such as additional container or
serverless monitoring, custom metrics packages, anomaly detection, synthetic
monitoring and app analytics.

In the case of subscriptions for committed contractual amounts of usage, revenue
is recognized ratably over the term of the subscription agreement, generally
beginning on the date that our platform is made available to a customer. As a
result, much of our revenue is generated from subscriptions entered into during
previous periods. Consequently, any decreases in new subscriptions or renewals
in any one period may not be immediately reflected as a decrease in revenue for
that period, but could negatively affect our revenue in future quarters. This
also makes it difficult for us to rapidly increase our revenue through the sale
of additional subscriptions in any period, as revenue is recognized over the
term of the subscription agreement. In the case of a subscription for a
committed contractual amount of usage that is delivered as used, a monthly
subscription based on usage, or usage in excess of a ratable subscription, we
recognize revenue as the product is used, which may lead to fluctuations in our
revenue and results of operations. In addition, historically, we have
experienced seasonality in new customer bookings, as we typically enter into a
higher percentage of subscription agreements with new customers in the fourth
quarter of the year.

Due to ease of implementation of our products, professional services generally are not required and revenue from such services has been immaterial to date.

Cost of Revenue



Cost of revenue primarily consists of expenses related to providing our products
to customers, including payments to our third-party cloud infrastructure
providers for hosting our software, personnel-related expenses for operations
and global support, including salaries, benefits, bonuses and stock-based
compensation, payment processing fees, information technology, depreciation and
amortization related to the amortization of acquired intangibles and
internal-use software and other overhead costs such as allocated facilities.

We intend to continue to invest additional resources in our platform
infrastructure and our customer support and success organizations to expand the
capability of our platform and ensure that our customers are realizing the full
benefit of our platform and products. The level, timing and relative investment
in our infrastructure could affect our cost of revenue in the future.

                                       45

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Gross Profit and Gross Margin



Gross profit represents revenue less cost of revenue. Gross margin is gross
profit expressed as a percentage of revenue. Our gross margin may fluctuate from
period to period as our revenue fluctuates, and as a result of the timing and
amount of investments to expand our products and geographical coverage.

Operating Expenses



Our operating expenses consist of research and development, sales and marketing,
and general and administrative expenses. Personnel costs are the most
significant component of operating expenses and consist of salaries, benefits,
bonuses, stock-based compensation expense and sales commissions. Operating
expenses also include overhead costs for facilities and shared IT-related
expenses, including depreciation expense.

Research and Development



Research and development expense consists primarily of personnel costs for our
engineering, service and design teams. Additionally, research and development
expense includes contractor fees, depreciation and amortization and allocated
overhead costs. Research and development costs are expensed as incurred. We
expect that our research and development expense will increase in absolute
dollars as our business grows, particularly as we incur additional costs related
to continued investments in our platform.

Sales and Marketing



Sales and marketing expense consists primarily of personnel costs for our sales
and marketing organization, costs of general marketing and promotional
activities, including the free tier and free introductory trials of our
products, travel-related expenses and allocated overhead costs. Sales
commissions earned by our sales force are deferred and amortized on a
straight-line basis over the expected period of benefit, which we have
determined to be four years. We expect that our sales and marketing expense will
increase in absolute dollars as we expand our sales and marketing efforts.

General and Administrative



General and administrative expense consists primarily of personnel costs and
contractor fees for finance, legal, human resources, information technology and
other administrative functions. In addition, general and administrative expense
includes non-personnel costs, such as legal, accounting and other professional
fees, hardware and software costs, certain tax, license and insurance-related
expenses and allocated overhead costs.

We have incurred, and expect to continue to incur, additional expenses as a
result of operating 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 insurance, investor relations and professional services. We expect
that our general and administrative expense will increase in absolute dollars as
our business grows. However, we expect that our general and administrative
expense will decrease as a percentage of our revenue as our revenue grows over
the longer term.

Other (Expense) Income, Net

Other (expense) income, net consists primarily of interest expense due on the
2025 Notes, and amortization of premiums on our marketable securities, partially
offset by interest income, primarily due to income earned on money market funds
included in cash and cash equivalents and on marketable securities.

Provision for Income Taxes



Provision for income taxes consists of U.S. federal and state income taxes and
income taxes in certain foreign jurisdictions in which we conduct business. We
recorded a full valuation allowance on our federal and state deferred tax assets
as we have concluded that it is not more likely than not that the deferred tax
assets will be realized.

                                       46

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Results of Operations



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



                                                     Years Ended December 31,
                                                 2020          2019          2018
                                                          (in thousands)
      Revenue                                  $ 603,466     $ 362,780     $ 198,077

      Cost of revenue (1)(2)(4)                  130,197        88,949     

46,529


      Gross profit                               473,269       273,831     

151,548

Operating expenses

Research and development (1)(3)(4) 210,626 111,425

55,176


      Sales and marketing (1)(3)(4)              213,660       146,657     

88,849

General and administrative (1)(3)(4) 62,756 35,889

18,556


      Total operating expenses                   487,042       293,971     

162,581


      Operating loss                             (13,773 )     (20,140 )   

(11,033 )


      Other (expense) income, net:
      Interest expense (5)                       (30,434 )         (32 )           -
      Interest income and other income, net       21,985         4,196           793
      Other (expense) income, net                 (8,449 )       4,164           793
      Loss before provision for income taxes     (22,222 )     (15,976 )   

(10,240 )


      Provision for income taxes                  (2,325 )        (734 )   

    (522 )
      Net loss                                 $ (24,547 )   $ (16,710 )   $ (10,762 )


__________________

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






                                               Years Ended December 31,
                                             2020         2019        2018
                                                    (in thousands)
              Cost of revenue              $  1,794     $    582     $   287
              Research and development       38,008        7,972       1,641
              Sales and marketing            20,467        5,538       1,910
              General and administrative     14,105        4,942       1,406
              Total                        $ 74,374     $ 19,034     $ 5,244


__________________

(2) Includes amortization of acquired intangibles expense as follows:






                                         Years Ended December 31,
                                       2020           2019       2018
                                              (in thousands)
                   Cost of revenue   $    943       $    752     $ 511

(3) Includes non-cash benefit related to tax adjustment as follows:






                                               Years Ended December 31,
                                             2020            2019       2018
                                                    (in thousands)
             Research and development     $    (2,729 )    $ (2,344 )   $   -
             Sales and marketing                 (449 )        (397 )       -
             General and administrative        (2,383 )      (2,266 )       -
             Total                        $    (5,561 )    $ (5,007 )   $   -


__________________

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




                                       47

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                                               Years Ended December 31,
                                             2020            2019       2018
                                                    (in thousands)
             Cost of revenue              $      187       $      -     $   -
             Research and development          2,836          1,157         -
             Sales and marketing               3,756            284         -
             General and administrative          839             19         -
             Total                        $    7,618       $  1,460     $   -


__________________

(5) Includes amortization of debt discount and issuance costs as follows:






                                          Years Ended December 31,
                                         2020            2019      2018
                                               (in thousands)
                  Interest expense   $      18,727       $   -     $   -



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





                                                    Years Ended December 31,
                                             2020                    2019          2018
                                              (as a percentage of total revenue(1))
Revenue                                           100 %                   100 %      100 %
Cost of revenue                                    22                      25         23
Gross profit                                       78                      75         77
Operating expenses
Research and development                           35                      31         28
Sales and marketing                                35                      40         45
General and administrative                         10                      10          9
Total operating expenses                           81                      81         82
Operating loss                                     (2 )                    (6 )       (5 )
Other (expense) income, net:
Interest expense                                   (5 )                     0          0
Interest income and other income, net               4                       1          1
Other (expense) income, net                        (1 )                     1          1
Loss before provision for income taxes             (4 )                    (5 )       (4 )
Provision for income taxes                         (0 )                    (0 )       (1 )
Net loss                                           (4 )%                   (5 )%      (5 )%


__________________

(1) Certain items may not total due to rounding.

Comparison of the Years Ended December 31, 2020 and 2019



Revenue



                         Years Ended December 31,
                           2020              2019         Change        % Change
                                 (dollars in thousands)
             Revenue   $     603,466       $ 362,780     $ 240,686             66 %




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Revenue increased by $240.7 million, or 66%, for the year ended December 31,
2020 compared to the year ended December 31, 2019. Approximately 59% of the
increase in revenue was attributable to growth from existing customers, and the
remaining 41% was attributable to growth from new customers.

Cost of Revenue and Gross Margin





                             Years Ended December 31,
                               2020              2019         Change       % Change
                                     (dollars in thousands)
         Cost of revenue   $     130,197       $  88,949     $ 41,248             46 %
         Gross margin                 78 %            75 %          3 %






Cost of revenue increased by $41.2 million, or 46%, for the year ended
December 31, 2020 compared to the year ended December 31, 2019. This increase
was primarily due to an increase of $34.7 million in third-party cloud
infrastructure hosting and software costs, an increase of $4.9 million in
personnel expenses as a result of increased headcount, and an increase of $1.6
million of depreciation and amortization, credit card processing fees and other
fees, and allocated overhead costs as a result of an increase in overall costs
necessary to support the growth of the business and related infrastructure.

Our gross margin increased by 3% for the year ended December 31, 2020 compared
to the year ended December 31, 2019, primarily as a result of increased revenue
and cost savings from our third-party cloud infrastructure providers.

Research and Development



                                  Years Ended December 31,
                                    2020              2019         Change       % Change
                                          (dollars in thousands)
     Research and development   $     210,626       $ 111,425     $ 99,201             89 %
     Percentage of revenue                 35 %            31 %




Research and development expense increased by $99.2 million, or 89%, for the
year ended December 31, 2020 compared to the year ended December 31, 2019. This
increase was primarily due to an increase of $82.1 million in personnel costs
for our engineering, product and design teams as a result of increased
headcount, an increase of $12.9 million in cloud infrastructure related
investments, an increase of $3.3 million in allocated overhead costs necessary
for supporting the growth of the business and an increase of $0.9 million in
other research and development costs.

Sales and Marketing



                                Years Ended December 31,
                                  2020              2019         Change       % Change
                                        (dollars in thousands)
      Sales and marketing     $     213,660       $ 146,657     $ 67,003             46 %
      Percentage of revenue              35 %            40 %




Sales and marketing expense increased by $67.0 million, or 46%, for the year
ended December 31, 2020 compared to the year ended December 31, 2019. This
increase was primarily due to an increase of $60.5 million in personnel costs
for our sales and marketing organization as a result of increased headcount and
increased variable compensation for our sales personnel, an increase of $4.4
million in marketing and promotional activities, and an increase of $2.1 million
of allocated overhead costs necessary to support the growth of the business and
related infrastructure.

General and Administrative



                                   Years Ended December 31,
                                    2020               2019          Change       % Change
                                           (dollars in thousands)
   General and administrative   $     62,756       $     35,889     $ 26,867             75 %
   Percentage of revenue                  10 %               10 %




                                       49

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General and administrative expense increased by $26.9 million, or 75%, for the
year ended December 31, 2020 compared to the year ended December 31, 2019. This
increase was primarily due to an increase of $16.4 million in personnel expenses
as a result of increased headcount, an increase of $4.3 million related to
outside professional fees primarily related to insurance, finance and legal
fees, an increase of $4.1 related to other costs and allocated overhead costs to
support the growing business and an increase of $2.1 million related to bad debt
expense.



Other (Expense) Income, Net



                                  Years Ended December 31,
                                   2020               2019          Change        % Change
                                          (dollars in thousands)
 Other (expense) income, net   $      (8,449 )     $     4,164     $ (12,613 )         (303 %)
 Percentage of revenue                    -1 %               1 %




Other (expense) income, net decreased by $12.6 million for the year ended
December 31, 2020 compared to the year ended December 31, 2019. For the year
ended December 31, 2020, other expense included $19.3 million interest expense
related to our 2025 Notes and $11.1 million amortization of premiums on our
marketable securities. These amounts were partially offset by an increase of
$17.8 million in interest income, mainly due to income earned from investments
in marketable securities and money market funds.

Comparison of the Years Ended December 31, 2019 and 2018



Revenue

                         Years Ended December 31,
                           2019              2018         Change        % Change
                                 (dollars in thousands)
             Revenue   $     362,780       $ 198,077     $ 164,703             83 %




Revenue increased by $164.7 million, or 83%, for the year ended December 31,
2019 compared to the year ended December 31, 2018. Approximately 60% of the
increase in revenue was attributable to growth from existing customers, and the
remaining 40% was attributable to growth from new customers.

Cost of Revenue and Gross Margin





                             Years Ended December 31,
                              2019               2018          Change       % Change
                                     (dollars in thousands)
        Cost of revenue   $     88,949       $     46,529     $ 42,420             91 %
        Gross margin                75 %               77 %         -2 %




Cost of revenue increased by $42.4 million, or 91%, for the year ended
December 31, 2019 compared to the year ended December 31, 2018. This increase
was primarily due to an increase of $35.2 million in third-party cloud
infrastructure hosting and software costs, an increase of $3.2 million in
personnel expenses as a result of increased headcount, an increase of $2.5
million of depreciation and amortization expense, an increase of $0.8 million in
credit card processing fees and other fees, and an increase of $0.7 million in
allocated overhead costs as a result of an increase in overall costs necessary
to support the growth of the business and related infrastructure.



Our gross margin declined by 2% for the year ended December 31, 2019 compared to the year ended December 31, 2018 primarily as the result of the timing and amount of our investments to expand the capacity of our third-party cloud infrastructure providers.


                                       50

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Research and Development



                                  Years Ended December 31,
                                    2019              2018         Change      % Change
                                          (dollars in thousands)
     Research and development   $     111,425       $  55,176     $ 56,249           102 %
     Percentage of revenue                 31 %            28 %




Research and development expense increased by $56.2 million, or 102%, for the
year ended December 31, 2019 compared to the year ended December 31, 2018. This
increase was primarily due to an increase of $38.5 million in personnel costs
for our engineering, product and design teams as a result of increased
headcount, and an increase of $17.7 million in cloud infrastructure related
investments and in allocated overhead costs necessary for supporting the growth
of the business.

Sales and Marketing



                                Years Ended December 31,
                                  2019              2018         Change       % Change
                                        (dollars in thousands)
      Sales and marketing     $     146,657       $  88,849     $ 57,808             65 %
      Percentage of revenue              40 %            45 %




Sales and marketing expense increased by $57.8 million, or 65%, for the year
ended December 31, 2019 compared to the year ended December 31, 2018. This
increase was primarily due to an increase of $39.6 million in personnel costs
for our sales and marketing organization as a result of increased headcount and
increased variable compensation for our sales personnel, an increase of $10.4
million in allocated overhead costs as a result of an increase in overall costs
necessary to support the growth of the business and related infrastructure, and
an increase of $7.8 million in marketing and promotional activities.

General and Administrative





                                   Years Ended December 31,
                                    2019               2018          Change       % Change
                                           (dollars in thousands)
   General and administrative   $     35,889       $     18,556     $ 17,333             93 %
   Percentage of revenue                  10 %                9 %




General and administrative expense increased by $17.3 million, or 93%, for the
year ended December 31, 2019 compared to the year ended December 31, 2018. This
increase was primarily due to an increase of $8.6 million in personnel expenses
as a result of increased headcount, an increase of $6.9 million related to
outside professional fees primarily related to legal and accounting services, an
increase of $1.8 million in allocated overhead expenses related to an increase
in overall costs necessary to support the growth of the business and related
infrastructure.


Other (Expense) Income, Net





                                 Years Ended December 31,
                                   2019              2018        Change      % Change
                                        (dollars in thousands)
       Other income, net       $       4,164       $     793     $ 3,371           425 %
       Percentage of revenue               1 %             1 %




Other (expense) income, net increased by $3.4 million, or 425%, for the year
ended December 31, 2019 compared to the year ended December 31, 2018. This
increase was primarily due to interest income earned from investments in money
market funds and marketable securities.

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Quarterly Results of Operations



The following tables summarize our selected unaudited quarterly consolidated
statements of operations data for each of the eight quarters in the period ended
December 31, 2020. The information for each of these quarters has been prepared
on the same basis as our audited annual consolidated financial statements and
reflect, in the opinion of management, all adjustments of a normal, recurring
nature that are necessary for the fair statement of the results of operations
for these periods. This data should be read in conjunction with our audited
consolidated financial statements included in "Part II, Item 8. Financial
Statements" of this Annual Report on Form 10-K. Historical results are not
necessarily indicative of the results that may be expected for the full fiscal
year or any other period.



                                                                                       Three Months Ended
                             December 31,       September 30,       June 30,       March 31,       December 31,       September 30,       June 30,        March 31,
                                 2020               2020              2020           2020              2019               2019              2019            2019
                                                                        (in thousands, except per share data; unaudited)
Revenue                     $      177,531     $       154,675     $  140,012     $   131,248     $      113,644     $        95,864     $    83,222     $    70,050
Cost of revenue (1)(2)(4)           40,856              33,984         28,878          26,479             25,724              23,297          20,978          18,950
Gross profit                       136,675             120,691        111,134         104,769             87,920              72,567          62,244          51,100
Operating expenses:
Research and
  development (1)(3)(4)             67,698              56,440         45,664          40,824             35,894              28,684          24,032          22,815
Sales and
  marketing (1)(3)(4)               60,034              57,142         51,269          45,215             41,596              38,836          36,118          30,107
General and
  administrative (1)(3)(4)          17,881              16,376         13,547          14,952             12,696               9,265           6,088           7,840
Total operating
  expenses(3)                      145,613             129,958        110,480         100,991             90,186              76,785          66,238          60,762
Operating (loss) income             (8,938 )            (9,267 )          654           3,778             (2,266 )            (4,218 )        (3,994 )        (9,662 )
Other (expense) income:
Interest expense (5)               (13,010 )           (12,423 )       (4,294 )          (707 )              (32 )                 -               -               -
Interest income and
  other income, net                  6,781               7,135          4,466           3,603              3,550                  90             326             230
Other (expense) income, net         (6,229 )            (5,288 )          172           2,896              3,518                  90             326             230
(Loss) income before
  income taxes                     (15,167 )           (14,555 )          826           6,674              1,252              (4,128 )        (3,668 )        (9,432 )
Provision for income taxes            (993 )              (595 )         (542 )          (195 )             (361 )               (33 )          (281 )           (59 )
Net (loss) income           $      (16,160 )   $       (15,150 )   $      284     $     6,479     $          891     $        (4,161 )   $    (3,949 )   $    (9,491 )
Net (loss) income per
  share, basic              $        (0.05 )   $         (0.05 )   $     0.00     $      0.02     $         0.00     $         (0.04 )   $     (0.05 )   $     (0.12 )
Net (loss) income per
  share, diluted            $        (0.05 )   $         (0.05 )   $     0.00     $      0.02     $         0.00     $         (0.04 )   $     (0.05 )   $     (0.12 )
Weighted average shares
  used in calculating basic
  net (loss) income per
  share                            304,057             302,554        299,267         295,455            294,515             103,876          82,043          77,061
Weighted average shares
  used in calculating
  diluted net (loss) income
  per share                        304,057             302,554        330,847         327,801            327,333             103,876          82,043          77,061

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


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                                                                                    Three Months Ended
                            December 31,       September 30,      June 30,       March 31,      December 31,       September 30,       June 30,       March 31,
                                2020               2020             2020           2020             2019               2019              2019           2019
                                                                                      (in thousands)
Cost of revenue            $          627     $           529     $     407     $       231     $         210     $           161     $      112     $        99
Research and development           13,285              10,173         8,703           5,847             4,263               1,934            989             786
Sales and marketing                 6,784               6,068         4,541           3,074             2,262               1,540          1,007             729
General and administrative          4,068               3,946         3,183           2,908             2,283               1,042            786        

831

Stock-based compensation


  expense                  $       24,764     $        20,716     $  16,834     $    12,060     $       9,018     $         4,677     $    2,894     $     2,445

(2) Includes amortization of acquired intangibles expense as follows:

Three Months Ended


                       December 31,       September 30,       June 30,       March 31,      December 31,       September 30,       June 30,       March 31,
                           2020               2020              2020           2020             2019               2019              2019           2019
                                                                                  (in thousands)
Cost of revenue        $         275     $           274     $      147     $       247     $         221     $           179     $      177     $       175

(3) Includes non-cash benefit related to tax adjustment as follows:






                                                                                   Three Months Ended
                           December 31,       September 30,      June 30,       March 31,      December 31,       September 30,      June 30,       March 31,
                               2020               2020             2020           2020             2019               2019             2019           2019
                                                                                     (in thousands)
Research and development               -                   -     $  (2,729 )                               -                   -     $  (2,344 )             -
Sales and marketing                    -                   -          (449 )                               -                   -          (397 )             -
General and administrative             -                   -        (2,383 )                               -                   -        (2,266 )             -
Total                      $           -     $             -     $  (5,561 )   $         -     $           -     $             -     $  (5,007 )   $         -




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




                                                                                   Three Months Ended
                           December 31,       September 30,       June 30,       March 31,      December 31,       September 30,      June 30,      March 31,
                               2020               2020              2020           2020             2019               2019             2019           2019
                                                                                     (in thousands)
Cost of revenue            $          33     $            32     $      121     $         1     $           -     $             -     $       0     $        0
Research and development             959                 418          1,423              36               896                   -           262              0
Sales and marketing                  742               1,354          1,508             152                 5                  88           191              0
General and administrative           287                 282            212              58                 -                   -             7             12
Total                      $       2,021     $         2,086     $    3,264     $       247     $         901     $            88     $     460     $       12

(5) Includes amortization of debt discount and issuance costs as follows:






                                                                                    Three Months Ended
                       December 31,       September 30,       June 30,        March 31,        December 31,       September 30,        June 30,         March 31,
                           2020               2020              2020            2020               2019               2019               2019             2019
                                                                                      (in thousands)
Interest expense       $       8,181     $         8,062     $    2,484     $           -     $            -     $             -     $          -     $           -




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





                                                                                           Three Months Ended
                            December 31,        September 30,         June 30,         March 31,       December 31,       September 30,         June 30,          March 31,
                                2020                2020                2020             2020              2019               2019                2019              2019
                                                                                  (as a percentage of total revenue(1))

Revenue                               100 %                100 %             100 %             100 %             100 %               100 %             100 %              100 %
Cost of revenue                        23                   22                21                20                23                  24                25                 27
Gross profit                           77                   78                79                80                77                  76                75                 73
Operating expenses:
Research and development               38                   36                33                31                32                  30                29                 33
Sales and marketing                    34                   37                36                35                36                  41                43                 43
General and administrative             10                   11                10                11                11                  10                 7                 11
Total operating expenses               82                   84                79                77                79                  81                79                 87
Operating (loss) income                (5 )                 (6 )               0                 3                (2 )                (4 )              (4 )              (14 )
Other (expense) income:
Interest expense                       (7 )                 (8 )              (3 )               0                 0                   0                 0                  0
Interest income and other
income, net                             4                    5                 3                 2                 3                   0                 0                  1
Other (expense) income, net            (4 )                 (3 )               0                 2                 3                   0                 0                  1
(Loss) income before
  income taxes                         (9 )                 (9 )               0                 5                 1                  (4 )              (4 )              (13 )
Provision for income taxes             (1 )                  0                 0                (1 )               0                  (1 )              (1 )               (1 )
Net (loss) income                      (9 )%               (10 )%              0 %               4 %               1 %                (5 )%             (5 )%             (14 )%

(1) Certain items may not total due to rounding.






Quarterly Revenue Trends

Total revenue increased sequentially in each of the quarters presented primarily
due to the growth from existing customers and the addition of new customers. We
recognize revenue ratably over the terms of our subscription contracts. As a
result, a substantial portion of the revenue we report in a period is
attributable to orders we received during prior periods. Therefore, increases or
decreases in new sales, customer expansion or renewals in a period may not be
immediately reflected in revenue for the period.

Quarterly Cost of Revenue Trends



Our quarterly cost of revenue has generally increased quarter-over-quarter in
each period presented above primarily as a result of third-party cloud
infrastructure hosting and software costs, as well as increase headcount, which
resulted in increased personnel expenses.

Quarterly Gross Margin Trends



Our quarterly gross margins have fluctuated between 73% and 80% in each period
presented. Our gross margins decreased in the last three quarters ended December
31, 2020 as a result of an increase in our third-party cloud infrastructure
hosting and software costs as well as increased headcount.

Quarterly Operating Expense Trends



Operating expenses have fluctuated between 77% and 87% of revenue in each period
presented above, with increases primarily due to the increased headcount,
infrastructure and related costs to support our growth. We intend to continue to
make significant investments in research and development as we add features and
enhance our platform. We also intend to invest in our sales and marketing
organization to drive future revenue growth.

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Quarterly Other (Expense) Income, Net Trends





Other (expense) income, net consisted primary of interest expense related to our
2025 Notes and of amortization of premiums on our marketable securities. We
issued the 2025 Notes in June 2020 and increased our investments in marketable
securities, which both led to an increase in the interest expenses incurred
during the 12 months ended December 31, 2020. Other income consisted primarily
of interest income earned from investments in money market funds and marketable
securities, which was increased due to the increase in the investment in
marketable securities.

Liquidity and Capital Resources

Since inception, we have financed operations primarily through sales of subscriptions and the net proceeds we have received from issuance of equity and debt securities.



In June 2020, we issued $747.5 million aggregate principal amount of the 2025
Notes in a private placement to qualified institutional buyers pursuant to Rule
144A under the Securities Act. The total net proceeds from the sale of the 2025
Notes, after deducting the initial purchasers' discounts and debt issuance
costs, were approximately $730.2 million.

As of December 31, 2020, we had $224.9 million in cash and cash equivalents, and $1,292.5 million in marketable securities.



We believe that our existing cash and cash equivalents, marketable securities
and cash flow from operations will be sufficient to support working capital and
capital expenditure requirements for at least the next 12 months. Our future
capital requirements will depend on many factors, including our subscription
growth rate, subscription renewal activity, including the timing and the amount
of cash received from customers, the expansion of sales and marketing
activities, the timing and extent of spending to support development efforts,
the introduction of new and enhanced products, and the continuing market
adoption of our platform. We may, in the future, enter into arrangements to
acquire or invest in complementary businesses, products, and technologies. We
may be required to seek additional equity or debt financing. In the event that
we require additional financing, we may not be able to raise such financing on
terms acceptable to us or at all. If we are unable to raise additional capital
or generate cash flows necessary to expand our operations and invest in
continued innovation, we may not be able to compete successfully, which would
harm our business, operations and financial condition.

A substantial source of our cash from operations is from our deferred revenue,
which is included in the liabilities section of our consolidated balance sheet.
Deferred revenue consists of the unearned portion of customer billings, which is
recognized as revenue in accordance with our revenue recognition policy. As of
December 31, 2020, we had deferred revenue of $208.3 million, of which $204.8
million was recorded as a current liability and expected to be recognized as
revenue in the next 12 months, provided all other revenue recognition criteria
have been met.

The following table shows a summary of our cash flows for the periods presented:



                                                    Years Ended December 31,
                                                2020            2019          2018
                                                         (in thousands)

Cash provided by operating activities $ 109,091 $ 24,234 $ 10,829

Cash used in investing activities (1,152,624 ) (202,220 )

(17,456 )


    Cash provided by financing activities        670,276        714,216         7,782




Operating Activities

Our largest source of operating cash is cash collection from sales of
subscriptions to our customers. Our primary uses of cash from operating
activities are for personnel expenses, marketing expenses, hosting expenses and
overhead expenses. We have generated positive cash flows and have supplemented
working capital requirements through net proceeds from the sale of equity
securities.

Cash provided by operating activities for the fiscal year ended December 31,
2020 of $109.1 million was primarily related to our net loss of $24.5 million,
adjusted for non-cash charges of $146.1 million and net cash outflows of $12.5
million provided by changes in our operating assets and liabilities. Non-cash
charges primarily consisted of stock-based compensation, amortization of debt
discount and issuance costs related to our 2025 Notes, depreciation and
amortization of property and equipment, amortization of capitalized software,
amortization of acquired intangibles and amortization of deferred contract
costs. The main drivers of the changes in operating assets and liabilities were
related to a $69.8 million increase in deferred revenue, resulting primarily
from increased

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billings for subscriptions, a $6.5 million increase in accounts payable, a $4.0
million increase in accrued expenses and other liabilities, and a $1.0 million
decrease in other assets. These amounts were offset by a $64.2 million increase
in accounts receivable, net, due to increases in sales, a $25.1 million increase
in deferred contract costs related to commissions paid on new bookings, a $4.5
million increase in prepaid expenses and other current assets, primarily driven
by prepaid hosting services.

Cash provided by operating activities for the fiscal year ended December 31,
2019 of $24.2 million was primarily related to our net loss of $16.7 million,
adjusted for non-cash charges of $50.5 million and net cash outflows of $9.5
million provided by changes in our operating assets and liabilities. Non-cash
charges primarily consisted of stock-based compensation, depreciation and
amortization of property and equipment, amortization of capitalized software,
amortization of acquired intangibles and amortization of deferred contract
costs. The main drivers of the changes in operating assets and liabilities were
related to a $67.8 million increase in deferred revenue, resulting primarily
from increased billings for subscriptions, a $6.4 million increase in accrued
expenses and other liabilities, and a $2.5 million increase in accounts
payable. These amounts were partially offset by a $47.5 million increase in
accounts receivable, net, due to increases in sales, a $20.1 million increase in
deferred contract costs related to commissions paid on new bookings, a $10.0
million increase in prepaid expenses and other current assets, primarily driven
by prepaid hosting services, and a $8.5 million increase in other assets.

Cash provided by operating activities for the fiscal year ended December 31,
2018 of $10.8 million was primarily related to our net loss of $10.8 million,
adjusted for non-cash charges of $14.4 million and net cash inflows of
$7.2 million provided by changes in our operating assets and liabilities.
Non-cash charges primarily consisted of stock-based compensation, net of amounts
capitalized, depreciation and amortization of property and equipment,
amortization of capitalized software, and amortization of acquired
intangibles. The main drivers of the changes in operating assets and liabilities
were related to a $31.6 million increase in deferred revenue, resulting
primarily from increased billings for subscriptions, a $7.2 million increase in
accounts payable, and a $10.9 million increase in accrued expenses and other
liabilities, due to an increase in headcount. These amounts were partially
offset by a $25.3 million increase in accounts receivable, net, due to increases
in sales, a $1.3 million increase in prepaid expenses and other current assets,
primarily driven by prepaid hosting services, an $8.9 million increase in
deferred contract costs related to commissions paid on new bookings, and a $7.0
million increase in other assets.

Investing Activities



Cash used in investing activities for the year ended December 31, 2020, was
$1,152.6 million, and was primarily the result of investment in marketable
securities of $1,794.6 million, a $20.4 million increase in capitalization of
software development costs, a $5.4 million increase in capital expenditures to
purchase property and equipment to support office space and site operations, and
$2.4 million paid for an acquisition. These amounts were partially offset by
proceeds of $506.6 million and $163.6 million from maturities and sales of
marketable securities, respectively.

Cash used in investing activities for the years ended December 31, 2019 and 2018
was $202.2 million and $17.5 million, respectively, and was primarily the result
of investment in marketable securities, increases in capital expenditures to
purchase property and equipment to support additional office space and site
operations, increases in capitalization of software development costs and
increases in acquired intangibles.

Financing Activities



Cash provided by financing activities for the year ended December 31, 2020 was
$670.3 million and was primarily attributable to proceeds from the issuance of
the 2025 Notes in the amount of $730.2 million, net of issuance costs, proceeds
from the exercise of stock options in the amount of $15.9 million, and proceeds
from the issuance of common stock under the employee stock purchase plan, or
"ESPP", in the amount of $15.2 million. These amounts were partially offset by
an $89.6 million purchase of the capped call in connection with the issuance of
the 2025 Notes, $1.0 million of taxes paid in connection with the ESPP and $0.4
million of initial public offering, or IPO, costs.

Cash provided by financing activities for the year ended December 31, 2019 was
$714.2 million and was primarily the result of aggregate net proceeds from our
IPO in the amount of $706.3 million and proceeds from the exercise of stock
options in the amount of $7.9 million.

Cash provided by financing activities for the fiscal year ended December 31,
2018 was $7.8 million and was primarily the result of proceeds from the exercise
of stock options.

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Non-GAAP Free Cash Flow



We report our financial results in accordance with U.S. GAAP. To supplement our
consolidated financial statements, we provide investors with the amount of free
cash flow, which is a non-GAAP financial measure. Free cash flow represents net
cash used in operating activities, reduced by capital expenditures and
capitalized software development costs, if any. Free cash flow is a measure used
by management to understand and evaluate our liquidity and to generate future
operating plans. The reduction of capital expenditures and amounts capitalized
for software development facilitates comparisons of our liquidity on a
period-to-period basis and excludes items that we do not consider to be
indicative of our liquidity. We believe that free cash flow is a measure of
liquidity that provides useful information to our management, board of
directors, investors and others in understanding and evaluating the strength of
our liquidity and future ability to generate cash that can be used for strategic
opportunities or investing in our business. Nevertheless, our use of free cash
flow has limitations as an analytical tool, and you should not consider it in
isolation or as a substitute for analysis of our financial results as reported
under GAAP. Further, our definition of free cash flow may differ from the
definitions used by other companies and therefore comparability may be limited.
You should consider free cash flow alongside our other GAAP-based financial
performance measures, such as net cash used in operating activities, and our
other GAAP financial results.

The following table presents our cash flows for the periods presented and a
reconciliation of free cash flow to net cash provided by operating activities,
the most directly comparable financial measure calculated in accordance with
GAAP:



                                                        Years Ended December 31,
                                                    2020          2019          2018
                                                             (in thousands)
   Net cash provided by operating activities      $ 109,091     $  24,234     $ 10,829
   Less: Purchases of property and equipment         (5,415 )     (13,315 )     (9,662 )
   Less: Capitalized software development costs     (20,468 )     (10,128 )     (6,176 )
   Free cash flow                                 $  83,208     $     791     $ (5,009 )

Contractual Obligations and Commitments



The following table summarizes our contractual obligations as of December 31,
2020:



                                                                Payments Due By Period
                                                    Less than 1                                      More than 5
                                       Total           Year          1-3 Years       3-5 Years          Years
                                                                    (in thousands)
Operating lease commitments          $  94,618     $      19,808     $   43,030     $    10,142     $      21,638
Purchase commitments                   184,167            96,143         88,004              20                 -
Total                                $ 278,785     $     115,951     $  131,034     $    10,162     $      21,638




The commitment amounts in the table above are associated with contracts that are
enforceable and legally binding and that specify all significant terms,
including fixed or minimum services to be used, fixed, minimum or variable price
provisions, and the approximate timing of the actions under the contracts. Our
operating lease commitments relate primarily to our office space. The
significant operating lease obligations relate to leases for our New York,
Boston, Paris and Dublin office spaces. Purchase commitments relate mainly to
hosting agreements as well as computer software used to facilitate our
operations at the enterprise level.



We have also excluded unrecognized tax benefits from the contractual obligations
table above. A variety of factors could affect the timing of payments for the
liabilities related to unrecognized tax benefits. Therefore, we cannot
reasonably estimate the timing of such payments. We believe that these matters
will likely not be resolved in the next 12 months and accordingly we have
classified the estimated liability as non-current in the consolidated balance
sheet. For further information see Note 15 in our Notes to Consolidated
Financial Statements included in "Part II, Item 8. Financial Statements" of this
Annual Report on Form 10-K.

Off-Balance Sheet Arrangements



As of December 31, 2020, we did not 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.

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Critical Accounting Policies and Estimates



Our financial statements are prepared in accordance with GAAP. The preparation
of these financial statements requires us to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenue, expenses and
related disclosures. We evaluate our estimates and assumptions on an ongoing
basis. Our estimates are based on historical experience and various other
assumptions that we believe to be reasonable under the circumstances. Our actual
results could differ from these estimates.

We believe that the accounting policies described below involve a greater degree
of judgment and complexity. Accordingly, these are the policies we believe are
the most critical to aid in fully understanding and evaluating our consolidated
financial condition and results of operations.

Revenue Recognition





We generate revenue from the sale of subscriptions to customers using our
cloud-based platform. The terms of our subscription agreements are primarily
monthly or annual, with the majority of our revenue coming from annual
subscriptions. Our customers can enter into a subscription for a committed
contractual amount of usage that is apportioned ratably on a monthly basis over
the term of the subscription period, a subscription for a committed contractual
amount of usage that is delivered as used, or a monthly subscription based on
usage. To the extent that our customers' usage exceeds the committed contracted
amounts under their subscriptions, either on a monthly basis in the case of a
ratable subscription or once the entire commitment is used in the case of a
delivered-as-used subscription, they are charged for their incremental usage.



We account for revenue contracts with customers through the following steps:



  (1) identify the contract with a customer;


  (2) identify the performance obligations in the contract;


  (3) determine the transaction price;


      (4) allocate the transaction price to the performance obligations in the
          contract; and


  (5) recognize revenue when or as we satisfy a performance obligation.


Our subscriptions are generally non-cancellable. Once we have determined the
transaction price, the total transaction price is allocated to each performance
obligation in the contract on a relative stand-alone selling price basis, or
SSP. The determination of a relative stand-alone SSP for each distinct
performance obligation requires judgment. We determine SSP for performance
obligations based on overall pricing objectives, which take into consideration
market conditions and customer-specific factors. This includes a review of
internal discounting tables, the service(s) being sold, and customer
demographics.



Revenue is recognized when control of these services is transferred to
customers, in an amount that reflects the consideration we expect to be entitled
to receive in exchange for those services. We determine an output method to be
the most appropriate measure of progress because it most faithfully represents
when the value of the services is simultaneously received and consumed by the
customer, and control is transferred.



For committed contractual amounts of usage, revenue is recognized ratably over
the term of the subscription agreement generally beginning on the date that the
platform is made available to a customer. For committed contractual amount of
usage that is delivered as used, a monthly subscription based on usage, or usage
in excess of a ratable subscription, we recognize revenue as the services are
rendered.



Stock-Based Compensation

We account for stock-based compensation expense related to stock-based awards
based on the estimated fair value of the award on the grant date. We
historically issued options to purchase shares of our common stock under our
2012 equity incentive plan, or the 2012 Plan. Following the IPO, we ceased
granting awards under the 2012 Plan, and all shares that remained available for
issuance under the 2012 Plan at that time were transferred to our 2019 equity
incentive plan, or the 2019 Plan. Under the 2019 Plan, we may grant stock
options, stock appreciation rights, restricted stock awards, restricted stock
units, or RSUs, and performance-based and other awards, each valued or based on
our Class A common stock, to our employees, directors, consultants, and
advisors. Through December 31, 2019, we have only issued stock options and RSUs
in connection with the 2012 Plan and 2019 Plan. For further information see Note
11 in our Notes to Consolidated Financial Statements included in "Part II, Item
8. Financial Statements" of this Annual Report on Form 10-K.

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Compensation expense related to stock-based transactions, including employee,
consultant, and non-employee director stock option awards, is measured and
recognized in the consolidated financial statements based on fair value. The
fair value of each option award is estimated on the grant date using the Black
Scholes option-pricing model. Expense is recognized on a straight-line basis
over the vesting period of the award. Forfeitures are accounted for in the
period in which the awards are forfeited.

Our option-pricing model requires the input of highly subjective assumptions,
including the fair value of the underlying common stock, the expected term of
the option, the expected volatility of the price of our common stock, risk-free
interest rates, and the expected dividend yield of our common stock. The
assumptions used in our option-pricing model represent management's best
estimates. These estimates involve inherent uncertainties and the application of
management's judgment. If factors change and different assumptions are used, our
stock-based compensation expense could be materially different in the future.

These assumptions are estimated as follows:

• Fair value. Prior to our IPO, the fair value of common stock underlying


         the stock options had historically been determined by our Board of
         Directors, with input from our management. Our Board of Directors
         previously determined the fair value of the common stock at the time of

grant of the options by considering a number of objective and subjective

factors, including the results of contemporaneous independent third-party


         valuations of our common stock, the prices, rights, preferences, and
         privileges of our redeemable convertible Preferred Stock relative to

those of our common stock, the prices of common or convertible preferred

stock sold to third-party investors by us and in secondary transactions

or repurchased by us in arm's-length transactions, the lack of

marketability of our common stock, actual operating and financial

results, current business conditions and projections, the likelihood of

achieving a liquidity event, such as an initial public offering or a

merger or acquisition of our company given prevailing market conditions.

Subsequent to our IPO, the fair value of the underlying common stock is

determined by the closing price, on the date of grant, of our Class A

common stock, as reported by the Nasdaq.

• Expected volatility. Expected volatility is a measure of the amount by

which the stock price is expected to fluctuate. Since we do not have

sufficient trading history of our common stock, we estimate the expected

volatility of our stock options at the grant date by taking the average

historical volatility of a group of comparable publicly traded companies

over a period equal to the expected life of the options.

• Expected term. We determine the expected term based on the average period

the stock options are expected to remain outstanding using the simplified

method, generally calculated as the midpoint of the stock options'

vesting term and contractual expiration period, as we do not have

sufficient historical information to develop reasonable expectations

about future exercise patterns and post-vesting employment termination

behavior.

• Risk-free rate. We use the U.S. Treasury yield for our risk-free interest

rate that corresponds with the expected term.




      •  Expected dividend yield. We utilize a dividend yield of zero, as we do
         not currently issue dividends, nor do we expect to do so in the future.


The following assumptions were used to calculate the fair value of stock options
granted to employees:



                                              Year Ended December 31,
                                  2020                2019                 2018
     Expected dividend yield             -                     -                    -
     Expected volatility              38.9 %       38.9% - 39.5%        38.4% - 39.0%
     Expected term (years)             6.1             5.2 - 6.3            5.8 - 6.1
     Risk-free interest rate           1.7 %          1.4% -2.6%          2.6% - 3.0%




Assumptions used in valuing non-employee stock options are generally consistent
with those used for employee stock options with the exception that the expected
term is over the contractual life, or 10 years.

We adopted ASU No. 2016-09, Compensation-Stock Compensation (Topic 718),
effective January 1, 2018, and elected to account for forfeitures as they occur,
rather than estimating expected forfeitures over the course of a vesting period.
We recognized a cumulative effect of $0.8 million to accumulated deficit as of
January 1, 2018 upon adoption. For further information see Note 2 in our Notes
to Consolidated Financial Statements included in "Part II, Item 8. Financial
Statements" of this Annual Report on Form 10-K.

We will continue to use judgment in evaluating the assumptions related to our
stock-based compensation on a prospective basis. As we continue to accumulate
additional data related to our common stock, we may have refinements to our
estimates, which could materially impact our future stock-based compensation
expense.

                                       59

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Internal Use Software Development Costs



We capitalize certain costs related to the development of our platform and other
software applications for internal use. In accordance with authoritative
guidance, we begin to capitalize our costs to develop software when preliminary
development efforts are successfully completed, management has authorized and
committed project funding, and it is probable that the project will be completed
and the software will be used as intended. We stop capitalizing these costs when
the software is substantially complete and ready for its intended use, including
the completion of all significant testing. These costs are amortized on a
straight-line basis over the estimated useful life of the related asset,
generally estimated to be two years. We also capitalize costs related to
specific upgrades and enhancements when it is probable the expenditure will
result in additional functionality and expense costs incurred for maintenance
and minor upgrades and enhancements. Costs incurred prior to meeting these
criteria together with costs incurred for training and maintenance are expensed
as incurred and recorded within research and development expenses in our
consolidated statements of operations.

We exercise judgment in determining the point at which various projects may be
capitalized, in assessing the ongoing value of the capitalized costs and in
determining the estimated useful lives over which the costs are amortized. To
the extent that we change the manner in which we develop and test new features
and functionalities related to our platform, assess the ongoing value of
capitalized assets or determine the estimated useful lives over which the costs
are amortized, the amount of internal-use software development costs we
capitalize and amortize could change in future periods.

Convertible Senior Notes



In accounting for the issuance of the Company's 2025 Notes, the 2025 Notes were
separated into liability and equity components. The carrying amounts of the
liability component was calculated by measuring the fair value of similar
liabilities that do not have associated convertible features. The carrying
amount of the equity component representing the conversion option was determined
by deducting the fair value of the liability component from the par value of the
respective 2025 Notes. This difference represents the debt discount that is
amortized to interest expense over the contractual terms of the 2025 Notes using
the effective interest rate method. The equity component was recorded in
additional paid-in capital and is not remeasured as long as it continues to meet
the conditions for equity classification.

In accounting for the debt issuance costs related to the 2025 Notes, the Company
allocated the total amount incurred to the liability and equity components of
the 2025 Notes based on their relative values. Issuance costs attributable to
the liability component are being amortized to interest expense over the
contractual terms of the 2025 Notes. The issuance costs attributable to the
equity component were netted against the equity component in additional paid-in
capital.

Recently Adopted Accounting Pronouncements



See Note 2, in our Notes to Consolidated Financial Statements included in "Part
II, Item 8. Financial Statements and Supplementary Data" of this Annual Report
on Form 10-K for a discussion of recent accounting pronouncements.

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