Confluent, Inc. [CFLT] Filings

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

10-Q 1 cflt-20230331.htm 10-Q 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40526

CONFLUENT, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	47-1824387
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
899 W. Evelyn Avenue Mountain View, California	94041
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (800) 439-3207

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.00001 per share

CFLT

The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 26, 2023, there were 187,784,932 shares of the registrant’s Class A common stock and 108,347,079 shares of the registrant's Class B common stock, each with a par value of $0.00001 per share, outstanding.

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TABLE OF CONTENTS


PART I. Financial Information
	ITEM 1. Financial Statements (unaudited)		3
		Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022	3
		Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2023 and 2022	5
		Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2023 and 2022	6
		Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2023 and 2022	7
		Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022	8
		Notes to Condensed Consolidated Financial Statements	10
	ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		28
	ITEM 3. Quantitative and Qualitative Disclosures about Market Risk		43
	ITEM 4. Controls and Procedures		44
PART II. Other Information
	ITEM 1. Legal Proceedings		45
	ITEM 1A. Risk Factors		46
	ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds		95
	ITEM 3. Defaults Upon Senior Securities		95
	ITEM 4. Mine Safety Disclosures		95
	ITEM 5. Other Information		96
	ITEM 6. Exhibits		97
Signatures			98

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SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial condition, business strategy and plans, and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “toward,” “will,” “would,” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

•

our expectations regarding our revenue, revenue mix, expenses, and other results of operations;

•

our ability to acquire new customers and successfully retain existing customers;

•

our ability to increase consumption of our offering and expand features and functionalities;

•

our ability to achieve or sustain our margins and profitability;

•

the impact of, and our ability to operate our business and effectively manage our growth under evolving and uncertain macroeconomic conditions, such as high inflation and recessionary environments;

•

future investments in our business, our anticipated capital expenditures, and our estimates regarding our capital requirements;

•

the costs and success of our sales and marketing efforts and our ability to promote our brand;

•

our growth strategies;

•

the estimated addressable market opportunity;

•

our reliance on key personnel and our ability to identify, recruit, and retain skilled personnel;

•

our ability to effectively manage our growth, including international expansion;

•

our ability to protect our intellectual property rights and any costs associated therewith;

•

the effects of the COVID-19 pandemic or other public health crises;

•

our ability to compete effectively with existing competitors and new market entrants; and

•

the growth rates of the markets in which we compete.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including risks described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Other sections of this Quarterly Report on Form 10-Q may include additional factors that could harm our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in, or implied by, any forward-looking statements.

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You should not rely upon forward-looking statements as predictions of future events. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report or to conform these statements to actual results or to changes in our expectations. You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to this report with the understanding that our actual future results, levels of activity, performance, and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the filing date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

Where You Can Find More Information

Investors and others should note that we may announce material business and financial information to our investors using our Investor Relations website (investors.confluent.io), our filings with the Securities and Exchange Commission (“SEC”), webcasts, press releases, public conference calls, and blogs published on our website. We use these mediums, including our website, to communicate with investors and the general public about our company, our products, and other issues. It is possible that the information that we make available on our website may be deemed to be material information. We therefore encourage investors and others interested in our company to review the information that we make available on our website.

We also use our Twitter, LinkedIn, and Facebook accounts as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these accounts, in addition to following our SEC filings, webcasts, press releases, public conference calls, and blogs published on our website. This list may be updated from time to time. The information we post through these channels is not a part of this Quarterly Report on Form 10-Q. These channels may be updated from time to time on our investor relations website.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

Confluent, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

(unaudited)


	March 31, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	343,460	$	435,781
Marketable securities		1,506,392		1,491,044
Accounts receivable, net		169,650		178,188
Deferred contract acquisition costs		36,830		35,883
Prepaid expenses and other current assets		58,717		57,229
Total current assets		2,115,049		2,198,125
Property and equipment, net		35,468		29,089
Operating lease right-of-use assets		12,604		29,478
Goodwill and intangible assets, net		45,941		-
Deferred contract acquisition costs, non-current		67,130		68,401
Other assets, non-current		16,633		19,756
Total assets	$	2,292,825	$	2,344,849
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	10,445	$	21,439
Accrued expenses and other liabilities		87,733		105,331
Operating lease liabilities		7,295		7,375
Deferred revenue		295,689		290,185
Total current liabilities		401,162		424,330
Operating lease liabilities, non-current		23,229		25,136
Deferred revenue, non-current		28,896		32,644
Convertible senior notes, net		1,085,439		1,084,500
Other liabilities, non-current		9,248		8,762
Total liabilities		1,547,974		1,575,372
Commitments and contingencies (Note 9)

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	March 31, 2023			December 31, 2022
Stockholders’ equity:
Preferred stock, par value of $0.00001 per share; 10,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 0 shares issued and outstanding as of March 31, 2023 and December 31, 2022		-			-
Class A common stock, par value of $0.00001 per share; 1,000,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 187,019,046 and 172,483,134 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		2			2
Class B common stock, par value of $0.00001 per share; 500,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 108,359,564 and 116,901,046 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		1			1
Additional paid-in capital		2,103,262			1,980,335
Accumulated other comprehensive loss		(4,454	)		(9,456	)
Accumulated deficit		(1,353,960	)		(1,201,405	)
Total stockholders’ equity		744,851			769,477
Total liabilities and stockholders’ equity	$	2,292,825		$	2,344,849

See accompanying notes to the condensed consolidated financial statements.

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Confluent, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except share and per share data)

(unaudited)


	Three Months Ended March 31,
	2023			2022
Revenue:
Subscription	$	160,567		$	113,920
Services		13,735			12,219
Total revenue		174,302			126,139
Cost of revenue:
Subscription		42,905			33,603
Services		15,239			12,174
Total cost of revenue		58,144			45,777
Gross profit		116,158			80,362
Operating expenses:
Research and development		84,890			57,661
Sales and marketing		128,624			106,702
General and administrative		35,355			27,481
Restructuring and other related charges		33,382			-
Total operating expenses		282,251			191,844
Operating loss		(166,093	)		(111,482	)
Other income (expense), net		15,185			(816	)
Loss before income taxes		(150,908	)		(112,298	)
Provision for income taxes		1,647			689
Net loss	$	(152,555	)	$	(112,987	)
Net loss per share, basic and diluted	$	(0.52	)	$	(0.41	)
Weighted-average shares used to compute net loss per share, basic and diluted		291,864,975			272,890,829

See accompanying notes to the condensed consolidated financial statements.

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Confluent, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2023			2022
Net loss	$	(152,555	)	$	(112,987	)
Other comprehensive income (loss), net of tax:
Net unrealized gain (loss) on marketable securities		4,159			(4,712	)
Net unrealized gain on derivative instruments		843			-
Other comprehensive income (loss), net of tax		5,002			(4,712	)
Total comprehensive loss	$	(147,553	)	$	(117,699	)

See accompanying notes to the condensed consolidated financial statements.

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Confluent, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands, except share data)

(unaudited)


	Three Months Ended March 31, 2023
	Class A and Class B Common Stock					Additional Paid-In		Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares			Amount		Capital		Loss			Deficit			Equity
Balances as of January 1, 2023		289,384,180		$	3	$	1,980,335	$	(9,456	)	$	(1,201,405	)	$	769,477
Repurchases of unvested options		(30,828	)		-		-		-			-			-
Vesting of early exercised options		-			-		1,275		-			-			1,275
Issuance of common stock upon exercise of vested options		3,595,765			-		21,269		-			-			21,269
Vesting of restricted stock units		1,714,907			-		-		-			-			-
Issuance of common stock under employee stock purchase plan		714,586			-		17,172		-			-			17,172
Stock-based compensation		-			-		83,211		-			-			83,211
Other comprehensive loss, net of tax		-			-		-		5,002			-			5,002
Net loss		-			-		-		-			(152,555	)		(152,555	)
Balances as of March 31, 2023		295,378,610		$	3	$	2,103,262	$	(4,454	)	$	(1,353,960	)	$	744,851


	Three Months Ended March 31, 2022
	Class A and B Common Stock				Additional Paid-In		Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares		Amount		Capital		Loss			Deficit			Equity
Balances as of January 1, 2022		271,801,882	$	3	$	1,599,962	$	(830	)	$	(748,854	)	$	850,281
Issuance of common stock upon early exercise of unvested options, net of repurchases		35,623		-		-		-			-			-
Vesting of early exercised options		-		-		5,701		-			-			5,701
Issuance of common stock upon exercise of vested options		5,026,565		-		16,405		-			-			16,405
Vesting of restricted stock units		437,875		-		-		-			-			-
Issuance of common stock under employee stock purchase plan		734,817		-		22,485		-			-			22,485
Stock-based compensation		-		-		58,896		-			-			58,896
Other comprehensive loss, net of tax		-		-		-		(4,712	)		-			(4,712	)
Net loss		-		-		-		-			(112,987	)		(112,987	)
Balances as of March 31, 2022		278,036,762	$	3	$	1,703,449	$	(5,542	)	$	(861,841	)	$	836,069

See accompanying notes to the condensed consolidated financial statements.

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Confluent, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(152,555	)	$	(112,987	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		3,122			1,250
Net (accretion) amortization of (discounts) premiums on marketable securities		(9,133	)		705
Amortization of debt issuance costs		939			936
Amortization of deferred contract acquisition costs		10,484			8,470
Non-cash operating lease costs		1,207			2,275
Lease abandonment charges		15,667			-
Stock-based compensation, net of amounts capitalized		79,289			57,369
Deferred income taxes		5			(4	)
Other		279			204
Changes in operating assets and liabilities, net of effects of a business combination:
Accounts receivable		8,068			12,782
Deferred contract acquisition costs		(10,160	)		(12,080	)
Prepaid expenses and other assets		3,141			(7,985	)
Accounts payable		(11,325	)		177
Accrued expenses and other liabilities		(16,557	)		(22,853	)
Operating lease liabilities		(1,998	)		(2,497	)
Deferred revenue		1,755			19,207
Net cash used in operating activities		(77,772	)		(55,031	)
CASH FLOWS FROM INVESTING ACTIVITIES
Capitalization of internal-use software costs		(4,556	)		(2,509	)
Purchases of marketable securities		(453,356	)		(403,883	)
Maturities of marketable securities		451,777			95,545
Purchases of property and equipment		(546	)		(887	)
Cash paid for a business combination, net of cash acquired		(45,802	)		-
Net cash used in investing activities		(52,483	)		(311,734	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock upon exercise of vested options		20,780			16,436
Proceeds from issuance of common stock upon early exercise of unvested options		-			345
Repurchases of unvested options		(223	)		(12	)
Payments of debt issuance costs for convertible senior notes		-			(786	)
Proceeds from issuance of common stock under employee stock purchase plan		17,172			22,485
Net cash provided by financing activities		37,729			38,468
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		205			(46	)
Net decrease in cash, cash equivalents, and restricted cash		(92,321	)		(328,343	)
Cash, cash equivalents, and restricted cash at beginning of period		435,781			1,376,682
Cash, cash equivalents, and restricted cash at end of period	$	343,460		$	1,048,339

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	Three Months Ended March 31,
	2023		2022
Reconciliation of cash, cash equivalents, and restricted cash within the condensed consolidated balance sheets to the amounts shown above:
Cash and cash equivalents	$	343,460	$	1,047,589
Restricted cash included in other assets, current		-		750
Total cash, cash equivalents, and restricted cash	$	343,460	$	1,048,339
Supplementary cash flow disclosures:
Cash paid for:
Income taxes	$	1,883	$	712
Non-cash investing and financing activities:
Stock-based compensation capitalized as internal-use software costs	$	3,922	$	1,527
Vesting of early exercised stock options	$	1,275	$	5,701

See accompanying notes to the condensed consolidated financial statements.

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Confluent, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Organization and Description of Business

Description of Business

Confluent, Inc. (“Confluent” or the “Company”) created a data infrastructure platform focused on data in motion. Confluent’s platform allows customers to connect their applications, systems, and data layers and can be deployed either as a self-managed software offering, Confluent Platform, or as a fully-managed cloud-native software-as-a-service (“SaaS”) offering, Confluent Cloud. Confluent also offers professional services and education services. The Company was incorporated in the state of Delaware in September 2014 and is headquartered in California with various other global office locations.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on February 28, 2023 (the “Annual Report”).

In management’s opinion, the unaudited condensed consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2023 and the results of operations and cash flows for the three months ended March 31, 2023 and 2022. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period.

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

Certain amounts in the prior year condensed consolidated financial statements have been reclassified to conform to the presentation of the current year consolidated financial statements. These reclassifications had no effect on consolidated net loss, stockholders’ equity, or cash flows as previously reported.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Such estimates include, but are not limited to, the standalone selling price for each distinct performance obligation included in customer contracts, deferred contract acquisition costs and their period of benefit, valuation of stock-based awards, the fair value of acquired intangible assets, capitalization and estimated useful life of internal-use software, the incremental borrowing rate used to measure operating lease liabilities, and accounting for income taxes.

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The Company bases its estimates on historical and anticipated results, trends, and various other assumptions that it believes are reasonable under the circumstances. Estimates and assumptions about future events and their effects, including the impact of the COVID-19 pandemic and global macroeconomic conditions, cannot be determined with certainty and therefore require the exercise of judgment. Actual results could differ from those estimates and any such differences may be material to the Company’s condensed consolidated financial statements.

Significant Accounting Policies

Other than the policies described below, there were no significant changes to the Company’s significant accounting policies disclosed in “Note 2 – Basis of Presentation and Summary of Significant Accounting Policies” of the Company’s Annual Report.

Business Combinations

When the Company acquires a business, the purchase consideration is allocated to the tangible and intangible assets acquired and liabilities assumed at their estimated acquisition date fair values. The excess of the purchase consideration over the fair value of assets acquired and liabilities assumed, if any, is recorded as goodwill. Determining the fair value of intangible assets requires the use of estimates including, but not limited to, time and resources required to recreate the assets acquired. The Company’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair values of assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the condensed consolidated statement of operations.

Impairment of Goodwill, Intangible Assets, and Other Long-Lived Assets

The Company evaluates the recoverability of long-lived assets, including property and equipment, operating lease right-of-use assets, and acquired intangible assets, for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be fully recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the undiscounted future cash flows the assets are expected to generate. If the carrying amount exceeds the undiscounted future cash flows, the carrying amount of such assets is reduced to fair value. There were no impairment charges related to long-lived assets during the three months ended March 31, 2023 and 2022.

Goodwill is not amortized but rather tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Goodwill impairment is recognized when the quantitative assessment results in the carrying value of the reporting unit exceeding its fair value, in which case an impairment charge is recorded to the extent the carrying value exceeds the fair value, limited to the amount of goodwill. There were no goodwill impairment charges during the three months ended March 31, 2023.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Acquired Contract Assets and Contract Liabilities: In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers, as if it had originated the contracts. This guidance is effective for the Company for the year beginning January 1, 2023. The Company adopted this guidance as of January 1, 2023 on a prospective basis and the adoption did not have a material impact on its condensed consolidated financial statements.

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3. Marketable Securities

The following tables summarize the fair values of the Company’s marketable securities (in thousands):

March 31, 2023

Amortized Cost

Unrealized Gains

Unrealized Losses

Fair Value

U.S. treasury securities

Confluent, Inc. [CFLT] Filings
10-Q	[2023-05-03]
10-K	[2023-02-28]
10-Q	[2022-11-02]
10-Q	[2022-08-03]
10-Q	[2022-05-05]
10-K	[2022-02-24]
10-Q	[2021-11-04]
10-Q	[2021-08-05]
S-1	[2021-06-01]