The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements included in our Annual Report. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve significant risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to those differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in "Risk Factors," "Note Regarding Forward-Looking Statements," and "Note Regarding User Metrics and Other Data."

Overview of First Quarter 2022 Results

Our key user metrics and financial results for the first quarter of 2022 were as follows:

User Metrics


   •  Daily Active Users, or DAUs, increased 18% year-over-year to 332 million in
      Q1 2022.


   •  Average revenue per user, or ARPU, increased 17% year-over-year to $3.20 in
      Q1 2022.

Financial Results


  • Revenue increased 38% year-over-year to $1,062.7 million in Q1 2022.


   •  Total costs and expenses, excluding stock-based compensation and other
      payroll related tax expense, increased 30% to $1,036.4 million in Q1 2022.


  • Net loss was $359.6 million, compared to $286.9 million in Q1 2021.


   •  Diluted net loss per share was $(0.22) in Q1 2022, compared to $(0.19) in Q1
      2021.


  • Adjusted EBITDA was $64.5 million, compared to $(1.7) million in Q1 2021.


   •  Cash provided by operating activities was $127.5 million in Q1 2022,
      compared to cash provided by operating activities of $136.9 million in Q1
      2021.


   •  Free Cash Flow was $106.3 million in Q1 2022, compared to $126.0 million in
      Q1 2021.


   •  Cash, cash equivalents, and marketable securities were $5.0 billion as of
      March 31, 2022.


Overview

Snap Inc. is a camera company.

We believe that reinventing the camera represents our greatest opportunity to improve the way that people live and communicate. We contribute to human progress by empowering people to express themselves, live in the moment, learn about the world, and have fun together.

Our flagship product, Snapchat, is a camera application that helps people communicate visually with friends and family through short videos and images called Snaps.



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Trends in User Metrics

We define a DAU as a registered Snapchat user who opens the Snapchat application at least once during a defined 24-hour period. We define ARPU as quarterly revenue divided by the average DAUs. We assess the health of our business by measuring DAUs and ARPU because we believe that these metrics are important ways for both management and investors to understand engagement and monitor the performance of our platform. We also measure ARPU because we believe that this metric helps our management and investors to assess the extent to which we are monetizing our service.

User Engagement

We calculate average DAUs for a particular quarter by adding the number of DAUs on each day of that quarter and dividing that sum by the number of days in that quarter. DAUs are broken out by geography because markets have different characteristics. We had 332 million DAUs on average in the first quarter of 2022, an increase of 52 million, or 18%, from the first quarter of 2021.



                      Quarterly Average Daily Active Users
                                 (in millions)

                               [[Image Removed]]

                               [[Image Removed]]

(1) North America includes Mexico, the Caribbean, and Central America.

(2) Europe includes Russia and Turkey.




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Monetization

We recorded revenue of $1,062.7 million for the three months ended March 31, 2022, compared to revenue of $769.6 million for the same period in 2021, an increase of 38% year-over-year. We monetize our business primarily through advertising. Our advertising products include Snap Ads and AR Ads. We measure our business using ARPU because it helps us understand the rate at which we're monetizing our daily user base.

ARPU was $3.20 in the first quarter of 2022, up from $2.74 in the first quarter of 2021. For purposes of calculating ARPU, revenue by user geography is apportioned to each region based on a determination of the geographic location in which advertising impressions are delivered, as this approximates revenue based on user activity. This differs from the presentation of our revenue by geography in the notes to our consolidated financial statements, where revenue is based on the billing address of the advertising customer.



                       Quarterly Average Revenue per User
                               [[Image Removed]]

                               [[Image Removed]]

(1) North America includes Mexico, the Caribbean, and Central America.

(2) Europe includes Russia and Turkey.




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Results of Operations

The following table summarizes certain selected historical financial results:



                     Three Months Ended March 31,
                        2022                2021
                        (dollars in thousands)
Revenue            $     1,062,727       $   769,584
Operating loss            (271,527 )        (303,606 )
Net loss                  (359,624 )        (286,882 )
Adjusted EBITDA(1)          64,468            (1,709 )



(1) For information on how we define and calculate Adjusted EBITDA, and a

reconciliation of net loss to Adjusted EBITDA, see "Non-GAAP Financial

Measures."

Components of Results of Operations

Revenue

We generate substantially all of our revenue through the sale of our advertising products, which primarily include Snap Ads and AR Ads, referred to as advertising revenue. Snap Ads may be subject to revenue sharing arrangements between us and the media partner. We also generate revenue from sales of hardware products. This revenue is reported net of allowances for returns.

Cost of Revenue

Cost of revenue consists of payments to third-party infrastructure partners for hosting our products, which include expenses related to storage, computing, and bandwidth costs. Cost of revenue also includes payments for content, developer, and advertiser partner costs. In addition, cost of revenue includes third-party selling costs and personnel-related costs, including salaries, benefits, and stock-based compensation expenses. Cost of revenue also includes facilities and other supporting overhead costs, including depreciation and amortization, and inventory costs.

Research and Development Expenses

Research and development expenses consist primarily of personnel-related costs, including salaries, benefits, and stock-based compensation expense for our engineers, designers, and other employees engaged in the research and development of our products. In addition, research and development expenses include facilities and other supporting overhead costs, including depreciation and amortization. Research and development costs are expensed as incurred.

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of personnel-related costs, including salaries, benefits, commissions, and stock-based compensation expense for our employees engaged in sales and sales support, business development, media, marketing, corporate partnerships, and customer service functions. Sales and marketing expenses also include costs incurred for advertising, market research, tradeshows, branding, marketing, promotional expense, and public relations, as well as facilities and other supporting overhead costs, including depreciation and amortization.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel-related costs, including salaries, benefits, and stock-based compensation expense for our finance, legal, information technology, human resources, and other administrative teams. General and administrative expenses also include facilities and supporting overhead costs, including depreciation and amortization, and external professional services.

Interest Income

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



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Interest Expense

Interest expense consists primarily of interest expense associated with the Convertible Notes and commitment fees related to our revolving credit facility.

Other Income (Expense), Net

Other income (expense), net consists of realized and unrealized gains and losses on sales of marketable securities, foreign currency transaction gains and losses, and gains and losses on strategic investments.

Income Tax Benefit (Expense)

We are subject to income taxes in the United States and numerous foreign jurisdictions. These foreign jurisdictions have different statutory tax rates than the United States. Additionally, certain of our foreign earnings may also be taxable in the United States. Accordingly, our effective tax rates will vary depending on the relative proportion of foreign to domestic income, use of tax credits, changes in the valuation of our deferred tax assets and liabilities, and changes in tax laws.

Adjusted EBITDA

We define Adjusted EBITDA as net income (loss), excluding interest income; interest expense; other income (expense), net; income tax benefit (expense); depreciation and amortization; stock-based compensation expense and other payroll related tax expense; and certain other non-cash or non-recurring items impacting net income (loss) from time to time. We consider the exclusion of certain non-cash and non-recurring expenses in calculating Adjusted EBITDA to provide a useful measure for period-to-period comparisons of our business and for investors and others to evaluate our operating results in the same manner as does our management. Additionally, we believe that Adjusted EBITDA is an important measure since we use third-party infrastructure partners to host our services and therefore we do not incur significant capital expenditures to support revenue-generating activities. See "Non-GAAP Financial Measures" for additional information and a reconciliation of net loss to Adjusted EBITDA.




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Discussion of Results of Operations

The following table sets forth our consolidated statements of operations data:



                                              Three Months Ended March 31,
                                                 2022                2021
                                                 (dollars in thousands)
Consolidated Statements of Operations Data:
Revenue                                     $     1,062,727       $   769,584
Costs and expenses(1) (2):
Cost of revenue                                     420,897           412,601
Research and development                            455,563           348,580
Sales and marketing                                 241,886           150,286
General and administrative                          215,908           161,723
Total costs and expenses                          1,334,254         1,073,190
Operating loss                                     (271,527 )        (303,606 )
Interest income                                       3,123             1,137
Interest expense                                     (5,173 )          (5,031 )
Other (expense) income, net                         (77,537 )          22,058
Loss before income taxes                           (351,114 )        (285,442 )
Income tax expense                                   (8,510 )          (1,440 )
Net loss                                    $      (359,624 )     $  (286,882 )
Adjusted EBITDA(3)                          $        64,468       $    (1,709 )

(1) Stock-based compensation expense included in the above line items:





                                     Three Months Ended March 31,
                                       2022                 2021
                                        (dollars in thousands)
Stock-based compensation expense:
Cost of revenue                   $        2,446       $        2,656
Research and development                 182,866              163,793
Sales and marketing                       42,071               29,084
General and administrative                48,061               41,540
Total                             $      275,444       $      237,073

(2) Depreciation and amortization expense included in the above line items:





                                          Three Months Ended March 31,
                                            2022                 2021
                                             (dollars in thousands)
Depreciation and amortization expense:
Cost of revenue                        $        5,512       $        5,276
Research and development                       22,123               11,036
Sales and marketing                             7,392                3,186
General and administrative                      3,073                4,000
Total                                  $       38,100       $       23,498

(3) See "Non-GAAP Financial Measures" for more information and for a


    reconciliation of Adjusted EBITDA to net loss, the most directly comparable
    financial measure calculated and presented in accordance with GAAP.


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The following table sets forth the components of our consolidated statements of operations data for each of the periods presented as a percentage of revenue:



                                                Three Months Ended March 31,
                                                2022                    2021
Consolidated Statements of Operations Data:
Revenue                                              100 %                   100 %
Costs and expenses:
Cost of revenue                                       40                      54
Research and development                              43                      45
Sales and marketing                                   23                      20
General and administrative                            20                      21
Total costs and expenses                             126                     139
Operating loss                                       (26 )                   (39 )
Interest income                                        -                       -
Interest expense                                       -                      (1 )
Other (expense) income, net                           (7 )                     3
Loss before income taxes                             (33 )                   (37 )
Income tax expense                                    (1 )                     -
Net loss                                             (34 )%                  (37 )%

Three Months Ended March 31, 2022 and 2021



Revenue

                                 Three Months Ended March 31,
                                     2022                2021
                                    (dollars in thousands)
Revenue                        $      1,062,727       $  769,584
Revenue as a dollar change                            $  293,143
Revenue as a percentage change                                38 %




Revenue for the three months ended March 31, 2022 increased $293.1 million
compared to the same period in 2021. Revenue increased due to a combination of
growth in advertisers and auction-based advertising demand and optimization
efficiencies.

Cost of Revenue

                                          Three Months Ended March 31,
                                            2022                 2021
                                             (dollars in thousands)
Cost of Revenue                        $      420,897       $      412,601
Cost of Revenue as a dollar change                          $        8,296
Cost of Revenue as a percentage change                                   2 %




Cost of revenue for the three months ended March 31, 2022 increased $8.3 million compared to the same period in 2021. The increase was primarily driven by the growth in revenue share due to the overall increase in revenue and higher mix of revenue subject to revenue share, partially offset by lower Spotlight-related expenses. The increase was also a result of increased infrastructure costs attributable to DAU growth net of infrastructure cost efficiencies and content review costs across the platform.



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Research and Development Expenses



                                                            Three Months Ended March 31,
                                                              2022                 2021
                                                               (dollars in thousands)
Research and Development Expenses                        $      455,563       $      348,580
Research and Development Expenses as a dollar change                          $      106,983
Research and Development Expenses as a percentage change                                  31 %




Research and development expenses for the three months ended March 31, 2022
increased $107.0 million compared to the same period in 2021. The increase was
primarily driven by higher personnel expenses due to growth in research and
development headcount, including increased cash- and stock-based compensation
expenses.

Sales and Marketing Expenses

                                                         Three Months Ended March 31,
                                                           2022                 2021
                                                            (dollars in thousands)
Sales and Marketing Expenses                          $      241,886       $      150,286
Sales and Marketing Expenses as a dollar change                            $       91,600
Sales and Marketing Expenses as a percentage change                                    61 %




Sales and marketing expenses for the three months ended March 31, 2022 increased $91.6 million compared to the same period in 2021. The increase was primarily driven by higher personnel expenses due to growth in sales and marketing headcount, including increased cash- and stock-based compensation expense, as well as increased marketing investments.

General and Administrative Expenses



                                                              Three Months Ended March 31,
                                                                2022                 2021
                                                                 (dollars in thousands)
General and Administrative Expenses                        $      215,908       $      161,723
General and Administrative Expenses as a dollar change                          $       54,185
General and Administrative Expenses as a percentage change                                  34 %


General and administrative expenses for the three months ended March 31, 2022 increased $54.2 million compared to the same period in 2021. The increase was primarily driven by higher personnel expenses due to growth in headcount, including increased cash- and stock-based compensation expense, as well as an increase in other administrative expenses.



Interest Income

                                         Three Months Ended March 31,
                                           2022                2021
                                            (dollars in thousands)
Interest Income                        $       3,123       $       1,137
Interest Income as a dollar change                         $       1,986
Interest Income as a percentage change                               175 %




Interest income for the three months ended March 31, 2022 increased $2.0 million compared to the same period in 2021. The increase was primarily a result of higher interest rates on U.S. government-backed securities and a higher overall invested cash balance.



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Interest Expense

                                           Three Months Ended March 31,
                                             2022                 2021
                                              (dollars in thousands)
Interest Expense                        $       (5,173 )     $       (5,031 )
Interest Expense as a dollar change                          $         (142 )
Interest Expense as a percentage change                                   3 %




Interest expense for the three months ended March 31, 2022 increased $0.1 million compared to the same period in 2021, primarily due to the increase in amortization of debt issuance costs, partially offset by lower contractual interest expense.

Other Income (Expense), Net



                                                      Three Months Ended March 31,
                                                        2022                 2021
                                                         (dollars in thousands)
Other (Expense) Income, Net                        $      (77,537 )     $       22,058
Other (Expense) Income, Net as a dollar change                          $      (99,595 )
Other (Expense) Income, Net as a percentage change                                (452 )%


Other expense, net for the three months ended March 31, 2022 was $77.5 million compared to other income, net of $22.1 million in the same period in 2021. Other expense, net for the three months ended March 31, 2022 was primarily a result of a $92.1 million unrealized loss on publicly traded securities classified as marketable securities, offset by a $13.3 million unrealized gain on strategic investments. Other income, net for the three months ended March 31, 2021 was primarily a result of a $23.3 million unrealized gain on strategic investments.



Income Tax Expense

                                             Three Months Ended March 31,
                                              2022                  2021
                                                (dollars in thousands)
Income Tax Expense                        $      (8,510 )       $      (1,440 )
Income Tax Expense as a dollar change                           $      (7,070 )
Income Tax Expense as a percentage change                                 491 %
Effective Tax Rate                                 (2.4 )%               (0.5 )%


Income tax expense for the three months ended March 31, 2022 and 2021, was $8.5 million and $1.4 million, respectively.

Our effective tax rate differs from the U.S. statutory tax rate primarily due to valuation allowances on our deferred tax assets as it is more likely than not that some or all of our deferred tax assets will not be realized.



Net Loss and Adjusted EBITDA

                                         Three Months Ended March 31,
                                            2022                2021
                                            (dollars in thousands)
Net Loss                               $      (359,624 )     $  (286,882 )
Net Loss as a dollar change                                  $   (72,742 )
Net Loss as a percentage change                                      (25 )%

Adjusted EBITDA                        $        64,468       $    (1,709 )
Adjusted EBITDA as a dollar change                           $    66,177
Adjusted EBITDA as a percentage change                              3872 %




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Net loss for the three months ended March 31, 2022 was $359.6 million compared to $286.9 million for the same period in 2021. Adjusted EBITDA for the three months ended March 31, 2022 was $64.5 million compared to $(1.7) million for the same period in 2021. The increase in Adjusted EBITDA was attributable to higher revenue, partially offset by increased research and development and sales and marketing expenses between the periods.

For a discussion of the limitations associated with using Adjusted EBITDA rather than GAAP measures and a reconciliation of this measure to net loss, see "Non-GAAP Financial Measures."

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may be different than similarly titled measures used by other companies, are presented to enhance investors' overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

We use the non-GAAP financial measure of Free Cash Flow, which is defined as net cash provided by (used in) operating activities, reduced by purchases of property and equipment. We believe Free Cash Flow is an important liquidity measure of the cash that is available, after capital expenditures, for operational expenses and investment in our business and is a key financial indicator used by management. Additionally, we believe that Free Cash Flow is an important measure since we use third-party infrastructure partners to host our services and therefore we do not incur significant capital expenditures to support revenue generating activities. Free Cash Flow is useful to investors as a liquidity measure because it measures our ability to generate or use cash. Once our business needs and obligations are met, cash can be used to maintain a strong balance sheet and invest in future growth.

We use the non-GAAP financial measure of Adjusted EBITDA, which is defined as net income (loss); excluding interest income; interest expense; other income (expense), net; income tax benefit (expense); depreciation and amortization; stock-based compensation expense; and payroll and other tax expense related to stock-based compensation; and certain other non-cash or non-recurring items impacting net income (loss) from time to time. We believe that Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude in Adjusted EBITDA.

We believe that both Free Cash Flow and Adjusted EBITDA provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects, and allow for greater transparency with respect to key metrics used by our management for financial and operational decision-making. We are presenting the non-GAAP measures of Free Cash Flow and Adjusted EBITDA to assist investors in seeing our financial performance through the eyes of management, and because we believe that these measures provide an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry.

These non-GAAP financial measures should not be considered in isolation from, or as substitutes for, financial information prepared in accordance with GAAP. There are a number of limitations related to the use of these non-GAAP financial measures compared to the closest comparable GAAP measure. Some of these limitations are that:


  • Free Cash Flow does not reflect our future contractual commitments.


   •  Adjusted EBITDA excludes certain recurring, non-cash charges such as
      depreciation of fixed assets and amortization of acquired intangible assets
      and, although these are non-cash charges, the assets being depreciated and
      amortized may have to be replaced in the future;


   •  Adjusted EBITDA excludes stock-based compensation expense and payroll and
      other tax expense related to stock-based compensation, which have been, and
      will continue to be for the foreseeable future, significant recurring
      expenses in our business and an important part of our compensation strategy;
      and


  • Adjusted EBITDA excludes income tax expense.


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The following table presents a reconciliation of Free Cash Flow to net cash provided by operating activities, the most comparable GAAP financial measure, for each of the periods presented:



                                             Three Months Ended March 31,
                                               2022                 2021
                                                (dollars in thousands)
Free Cash Flow reconciliation:
Net cash provided by operating activities $      127,459       $      136,886
Less:
Purchases of property and equipment              (21,175 )            (10,851 )
Free Cash Flow                            $      106,284       $      126,035

The following table presents a reconciliation of Adjusted EBITDA to net loss, the most comparable GAAP financial measure, for each of the periods presented:



                                                          Three Months Ended March 31,
                                                            2022                 2021
                                                             (dollars in thousands)
Adjusted EBITDA reconciliation:
Net loss                                               $      (359,624 )     $    (286,882 )
Add (deduct):
Interest income                                                 (3,123 )            (1,137 )
Interest expense                                                 5,173               5,031
Other expense (income), net                                     77,537             (22,058 )
Income tax expense                                               8,510               1,440
Depreciation and amortization                                   38,100              23,498
Stock-based compensation expense                               275,444             237,073

Payroll and other tax expense related to stock-based compensation

                                                    22,451              41,326
Adjusted EBITDA                                        $        64,468       $      (1,709 )

Liquidity and Capital Resources

Cash, cash equivalents, and marketable securities were $5.0 billion as of March 31, 2022, primarily consisting of cash on deposit with banks and highly liquid investments in U.S. government and agency securities, publicly traded equity securities, corporate debt securities, certificates of deposit, and commercial paper. Our primary source of liquidity is cash generated through financing activities. Our primary uses of cash include operating costs such as personnel-related costs and the infrastructure costs of the Snapchat application, facility-related capital spending, and acquisitions and investments. There are no known material subsequent events that could have a material impact on our cash or liquidity. We may contemplate and engage in merger and acquisition activity that could materially impact our liquidity and capital resource position.

In 2021, we entered into the Exchange Agreements with certain holders of the 2025 Notes and the 2026 Notes pursuant to which we exchanged approximately $715.9 million principal amount of the 2025 Notes and approximately $426.5 million principal amount of the 2026 Notes for aggregate consideration of approximately 52.4 million shares of Class A common stock.

In February 2022, we entered into a purchase agreement for the sale of an aggregate of $1.5 billion principal amount of convertible senior notes due in 2028. The net proceeds from the issuance of the 2028 Notes were $1.31 billion, net of debt issuance costs and the 2028 Capped Call Transactions discussed further in Note 7. The 2028 Notes mature on March 1, 2028 unless repurchased, redeemed, or converted in accordance with their terms prior to such date. The 2028 Notes were not convertible as of March 31, 2022.

In April 2021, we entered into a purchase agreement for the sale of an aggregate of $1.15 billion principal amount of convertible senior notes due in 2027. The net proceeds from the issuance of the 2027 Notes were $1.05 billion, net of debt issuance costs and the 2027 Capped Call Transactions discussed further in Note 7. The 2027 Notes mature on May 1, 2027 unless repurchased, redeemed, or converted in accordance with their terms prior to such date. The 2027 Notes were not convertible as of March 31, 2022.



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In April 2020, we entered into a purchase agreement for the sale of an aggregate of $1.0 billion principal amount of convertible senior notes due in 2025. The net proceeds from the issuance of the 2025 Notes were $888.6 million, net of debt issuance costs and the 2025 Capped Call Transactions discussed further in Note 7. The 2025 Notes mature on May 1, 2025 unless repurchased, redeemed, or converted in accordance with their terms prior to such date. The sale price requirement for conversion was satisfied as of March 31, 2022 and as a result, the 2025 Notes will continue to be eligible for optional conversion during the second quarter of 2022.

In August 2019, we entered into a purchase agreement for the sale of an aggregate of $1.265 billion principal amount of convertible senior notes due in 2026. The net proceeds from the issuance of the 2026 Notes were $1.15 billion, net of debt issuance costs and the 2026 Capped Call Transactions discussed further in Note 7. The 2026 Notes mature on August 1, 2026 unless repurchased, redeemed, or converted in accordance with their terms prior to such date. The sale price requirement for conversion was satisfied as of March 31, 2022 and as a result, the 2026 Notes will continue to be eligible for optional conversion during the second quarter of 2022.

In July 2016, we entered into a senior unsecured revolving credit facility, or the Credit Facility, with certain lenders, some of which are affiliated with certain members of the underwriting syndicate for our Convertible Notes offerings, to fund working capital and general corporate-purpose expenditures. Since July 2016, we have amended the Credit Facility multiple times. As of March 31, 2022, the Credit Facility has a maximum borrowing amount of $1.05 billion, bears interest at LIBO plus 0.75%, as well as an annual commitment fee of 0.10% on the daily undrawn balance of the facility and terminates in August 2023. As of March 31, 2022, no amounts were outstanding under the Credit Facility. As of March 31, 2022, we had $25.5 million in the form of outstanding standby letters of credit.

We believe our existing cash balance is sufficient to fund our ongoing working capital, investing, and financing requirements for at least the next 12 months. Our future capital requirements will depend on many factors including our growth rate, headcount, sales and marketing activities, research and development efforts, the introduction of new features, products, and acquisitions, and continued user engagement. We continually evaluate opportunities to issue or repurchase equity or debt securities, obtain, retire, or restructure credit facilities or financing arrangements, or declare dividends for strategic reasons or to further strengthen our financial position.

As of March 31, 2022, approximately 5% of our cash, cash equivalents, and marketable securities was held outside the United States. These amounts were primarily held in the United Kingdom and are utilized to fund our foreign operations. Cash held outside the United States may be repatriated, subject to certain limitations, and would be available to be used to fund our domestic operations. However, repatriation of funds may result in additional tax liabilities. We believe our existing cash balance in the United States is sufficient to fund our working capital needs.

The following table sets forth the major components of our consolidated statements of cash flows for the periods presented:



                                                           Three Months Ended March 31,
                                                            2022                   2021
                                                              (dollars in thousands)
Net cash provided by operating activities             $         127,459       $      136,886
Net cash provided by (used in) investing activities          (1,017,665 )            280,555
Net cash provided by financing activities                     1,308,766                4,453

Change in cash, cash equivalents, and restricted cash $ 418,560 $ 421,894 Free Cash Flow (1)

                                    $         106,284       $      126,035

(1) For information on how we define and calculate Free Cash Flow and a

reconciliation to net cash provided by (used in) operating activities to Free

Cash Flow, see "Non-GAAP Financial Measures."

Three Months Ended March 31, 2022 and 2021

Net Cash Provided by Operating Activities

Net cash provided by operating activities was $127.5 million in the three months ended March 31, 2022, as compared to net cash provided by operations of $136.9 million in the three months ended March 31, 2021, resulting primarily from our net loss, adjusted for non-cash items, including stock-based compensation expense of $275.4 million, depreciation and amortization expense of $38.1 million and losses on debt and equity securities, net of $79.1 million. Net cash provided by operating activities for the three months ended March 31, 2022 was also impacted by a decrease of $62.8 million in accrued expenses and other current liabilities primarily due to the timing of payments.



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Net Cash Provided by (Used in) Investing Activities

Net cash used in investing activities was $1.0 billion for the three months ended March 31, 2022, compared to net cash provided by investing activities of $280.6 million for the same period in 2021. Our investing activities in the three months ended March 31, 2022 consisted mainly of the purchase of marketable securities of $1.3 billion, partially offset by maturities of marketable securities of $342.5 million. Net cash provided by investing activities for the three months ended March 31, 2021 consisted of cash provided by the sales and maturities of marketable securities of $925.0 million, partially offset by the purchase of marketable securities of $523.2 million and cash paid for acquisitions of $108.9 million.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $1.3 billion and $4.5 million for the three months ended March 31, 2022 and 2021, respectively. Our financing activities for the three months ended March 31, 2022 consisted primarily of net proceeds of $1.5 billion from the issuance of the 2028 Notes, offset by the purchase of the 2028 Capped Call Transactions of $177.0 million. Net cash provided by financing activities in the three months ended March 31, 2021, includes proceeds from the exercise of stock options.

Free Cash Flow

Free Cash Flow was $106.3 million for the three months ended March 31, 2022, compared to $126.0 million for the three months ended March 31, 2021. Free Cash Flow in all periods was composed of net cash provided by operating activities, resulting primarily from net loss, adjusted for non-cash items as well as changes in working capital and other operating assets and liabilities. Free Cash Flow also included purchases of property and equipment of $21.2 million for the three months ended March 31, 2022 compared to $10.9 million for the three months ended March 31, 2021. See "Non-GAAP Financial Measures."

Contingencies

We are involved in claims, lawsuits, tax matters, government investigations, and proceedings arising in the ordinary course of our business. We record a provision for a liability when we believe that it is both probable that a liability has been incurred and the amount can be reasonably estimated. We also disclose material contingencies when we believe that a loss is not probable but reasonably possible. Significant judgment is required to determine both probability and the estimated amount. Such claims, suits, and proceedings are inherently unpredictable and subject to significant uncertainties, some of which are beyond our control. Many of these legal and tax contingencies can take years to resolve. Should any of these estimates and assumptions change or prove to be incorrect, it could have a material impact on our results of operations, financial position, and cash flows.

Commitments

We have non-cancelable contractual agreements primarily related to the hosting of our data storage processing, storage, and other computing services, as well as lease, content and developer partner, and other commitments. We had $4.4 billion in commitments, as of March 31, 2022, primarily due within three years. For additional discussion on our leases see Note 9 to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Critical Accounting Policies and Estimates

We prepare our financial statements in accordance with GAAP. Preparing 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.

The critical accounting estimates, assumptions, and judgments that we believe to have the most significant impact on our consolidated financial statements are revenue recognition, stock-based compensation, business combinations and valuation of goodwill and other acquired intangible assets, loss contingencies, and income taxes.

There have been no material changes to our critical accounting policies and estimates as described in our Annual Report.



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Recent Accounting Pronouncements

See Note 1 to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the date of this Quarterly Report on Form 10-Q.

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