filings.toolsItem 8. Financial Statements and Supplementary Data
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Item 8. Financial Statements and Supplementary Data
APPLOVIN CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of AppLovin Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of AppLovin Corporation and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), redeemable noncontrolling interest and stockholders’ equity (deficit), and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Performance-based Restricted Stock Units - Refer to Note 11 to the financial statements
Critical Audit Matter Description
In March 2023, the Company granted performance-based restricted stock units (“PSUs”) which are eligible to vest based on the achievement of certain stock price targets and the satisfaction of service conditions. The grant date fair value of the PSUs is $124.3 million.
A Monte Carlo simulation was utilized to determine the grant date fair value. The Monte Carlo simulation model utilized the stock price of the Company at the beginning of the grant date, the expected price volatility of the Company, expected term, risk-free rate, and dividend yield to calculate the grant date fair value. The assumptions used in the Monte Carlo simulation model had a significant effect on the grant date fair value of the PSUs.
Given the level of judgement involved by management, which included the use of a specialist to determine the grant date fair value of the PSUs, our audit procedures required a high degree of auditor judgement and increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the valuation of the PSUs included the following, among others:
-
We tested the design and operating effectiveness of the Company’s internal controls over the determination of the grant date fair value of the PSUs.
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We inquired of management the key valuation assumptions and the Monte Carlo simulation model methodology used in the determination of the grant date fair value of the PSUs.
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We performed risk assessment procedures over the grant date fair value to understand their overall sensitivity.
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We tested the accuracy of the data used in measuring the awards by agreeing the underlying inputs, such as the grant date, performance period, and the stock price, among others, back to source documents, such as compensation committee minutes or the PSU agreements.
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We evaluated the qualifications of the Company's specialists by assessing their certifications and determining whether they meet the qualifications necessary to perform independent PSU valuations.
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With the assistance of our fair value specialists, we evaluated management’s valuation of the PSUs by:
◦Evaluating the Monte Carlo simulation model methodology and the reasonableness of the valuation assumptions, including the stock price of the Company at the beginning of the grant date, the expected price volatility of the Company, expected term, risk-free rate, and dividend yield.
◦Independently developing the Monte Carlo simulation model and independently calculating valuation inputs.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
February 26, 2024
We have served as the Company's auditor since 2014.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of AppLovin Corporation
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of AppLovin Corporation and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 26, 2024, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
February 26, 2024
AppLovin Corporation
Consolidated Balance Sheets
(In thousands, except share and per share data)
| December 31, 2023 | December 31, 2022 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 502,152 | $ | 1,080,484 | |||||||
| Accounts receivable, net | 953,810 | 702,814 | |||||||||
| Prepaid expenses and other current assets | 160,201 | 155,785 | |||||||||
| Total current assets | 1,616,163 | 1,939,083 | |||||||||
| Property and equipment, net | 173,331 | 78,543 | |||||||||
| Operating lease right-of-use assets | 48,210 | 60,379 | |||||||||
| Goodwill | 1,842,850 | 1,823,755 | |||||||||
| Intangible assets, net | 1,292,635 | 1,677,660 | |||||||||
| Other assets | 385,998 | 268,426 | |||||||||
| Total assets | $ | 5,359,187 | $ | 5,847,846 | |||||||
| Liabilities, redeemable noncontrolling interest, and stockholders’ equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 371,702 | $ | 273,196 | |||||||
| Accrued and other current liabilities | 252,202 | 147,801 | |||||||||
| Licensed asset obligation | 13,054 | 15,254 | |||||||||
| Short-term debt | 215,000 | 33,310 | |||||||||
| Deferred revenue | 78,559 | 64,018 | |||||||||
| Operating lease liabilities | 13,605 | 14,334 | |||||||||
| Deferred acquisition costs, current | — | 31,045 | |||||||||
| Total current liabilities | 944,122 | 578,958 | |||||||||
| Non-current liabilities: | |||||||||||
| Long-term debt | 2,905,906 | 3,178,412 | |||||||||
| Operating lease liabilities, non-current | 42,905 | 54,153 | |||||||||
| Licensed asset obligation, non-current | — | 26,970 | |||||||||
| Other non-current liabilities | 209,925 | 106,676 | |||||||||
| Total liabilities | 4,102,858 | 3,945,169 | |||||||||
| Commitments and contingencies (Note 5) | |||||||||||
| Redeemable noncontrolling interest | — | — | |||||||||
| Stockholders’ equity: | |||||||||||
| Preferred stock, $0.00003 par value—100,000,000 shares authorized, no shares issued and outstanding as of December 31, 2023 and 2022 | — | — | |||||||||
| Class A, Class B and Class F common stock, $0.00003 par value—1,700,000,000 (Class A 1,500,000,000, Class B 200,000,000, Class F nil) and 1,700,000,000 (Class A 1,500,000,000, Class B 200,000,000, Class F nil) shares authorized, 339,886,712 (Class A 268,774,090, Class B 71,112,622, Class F nil) and 373,873,683 (Class A 302,711,061, Class B 71,162,622, Class F nil) shares issued and outstanding as of December 31, 2023 and 2022, respectively | 11 | 11 | |||||||||
| Additional paid-in capital | 2,134,581 | 3,155,748 | |||||||||
| Accumulated other comprehensive loss | (65,274) | (83,382) | |||||||||
| Accumulated deficit | (812,989) | (1,169,700) | |||||||||
| Total stockholders’ equity | 1,256,329 | 1,902,677 | |||||||||
| Total liabilities, redeemable noncontrolling interest, and stockholders’ equity | $ | 5,359,187 | $ | 5,847,846 |
See Accompanying Notes to Consolidated Financial Statements.
AppLovin Corporation
Consolidated Statements of Operations
(In thousands, except share and per share data)
| Years ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Revenue | $ | 3,283,087 | $ | 2,817,058 | $ | 2,793,104 | |||||||||||
| Costs and expenses: | |||||||||||||||||
| Cost of revenue | 1,059,191 | 1,256,065 | 988,095 | ||||||||||||||
| Sales and marketing | 830,718 | 919,550 | 1,129,892 | ||||||||||||||
| Research and development | 592,386 | 507,607 | 366,402 | ||||||||||||||
| General and administrative | 152,585 | 181,627 | 158,699 | ||||||||||||||
| Total costs and expenses | 2,634,880 | 2,864,849 | 2,643,088 | ||||||||||||||
| Income (loss) from operations | 648,207 | (47,791) | 150,016 | ||||||||||||||
| Other income (expense): | |||||||||||||||||
| Interest expense and loss on settlement of debt | (275,665) | (171,863) | (103,170) | ||||||||||||||
| Other Income (expense), net | 8,028 | 14,477 | (535) | ||||||||||||||
| Total other expense, net | (267,637) | (157,386) | (103,705) | ||||||||||||||
| Income (loss) before income taxes | 380,570 | (205,177) | 46,311 | ||||||||||||||
| Provision for (benefit from) income taxes | 23,859 | (12,230) | 10,973 | ||||||||||||||
| Net income (loss) | 356,711 | (192,947) | 35,338 | ||||||||||||||
| Less: Net loss attributable to noncontrolling interest | — | (201) | (108) | ||||||||||||||
| Net income (loss) attributable to AppLovin | $ | 356,711 | $ | (192,746) | $ | 35,446 | |||||||||||
| Less: Net income attributable to participating securities | 1,769 | — | 3,743 | ||||||||||||||
| Net income (loss) attributable to common stock—Basic | $ | 354,942 | $ | (192,746) | $ | 31,703 | |||||||||||
| Net income (loss) attributable to common stock—Diluted | $ | 354,993 | $ | (192,746) | 31,879 | ||||||||||||
| Net income (loss) per share attributable to Class A and Class B common stockholders: | |||||||||||||||||
| Basic | $ | 1.01 | $ | (0.52) | $ | 0.10 | |||||||||||
| Diluted | $ | 0.98 | $ | (0.52) | $ | 0.09 | |||||||||||
| Weighted average common shares used to compute net income (loss) per share attributable to Class A and Class B common stockholders: | |||||||||||||||||
| Basic | 351,952,187 | 371,568,011 | 324,836,076 | ||||||||||||||
| Diluted | 362,589,246 | 371,568,011 | 342,763,632 |
See Accompanying Notes to Consolidated Financial Statements.
AppLovin Corporation
Consolidated Statements of Comprehensive Income (Loss)
(In thousands)
| Years ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Net income (loss) | $ | 356,711 | $ | (192,947) | $ | 35,338 | |||||||||||
| Other comprehensive income (loss): | |||||||||||||||||
| Foreign currency translation adjustment, net of tax | 18,108 | (37,928) | $ | (46,058) | |||||||||||||
| Total other comprehensive income (loss), net of tax | 18,108 | (37,928) | $ | (46,058) | |||||||||||||
| Comprehensive income (loss) including noncontrolling interest | 374,819 | (230,875) | $ | (10,720) | |||||||||||||
| Less: Comprehensive loss attributable to noncontrolling interest | — | (201) | $ | (108) | |||||||||||||
| Comprehensive income (loss) attributable to AppLovin | $ | 374,819 | $ | (230,674) | $ | (10,612) |
See Accompanying Notes to Consolidated Financial Statements.
AppLovin Corporation
Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders’ Equity (Deficit)
(In thousands, except share data)
| Redeemable Noncontrolling Interest | Convertible Preferred Stock | Class A, Class B, and Class F Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2022 | $ | — | — | $ | — | 373,873,683 | $ | 11 | $ | 3,155,748 | $ | (83,382) | $ | (1,169,700) | $ | 1,902,677 | ||||||||||||||||||||||||||||||||||||||||
| Stock issued in connection with equity awards | — | — | — | 19,944,808 | — | 21,142 | — | — | 21,142 | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld related to net share settlement | — | — | — | (7,641,545) | — | (246,435) | — | — | (246,435) | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of Class A common stock | — | — | — | (46,665,285) | — | (1,153,593) | — | — | (1,153,593) | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock under employee stock purchase plan | — | — | — | 375,051 | — | 4,856 | — | — | 4,856 | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | 352,863 | — | — | 352,863 | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive Income, net of tax | — | — | — | — | — | — | 18,108 | — | 18,108 | |||||||||||||||||||||||||||||||||||||||||||||||
| Net Income | — | — | — | — | — | — | — | 356,711 | 356,711 | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | — | — | $ | — | 339,886,712 | $ | 11 | $ | 2,134,581 | $ | (65,274) | $ | (812,989) | $ | 1,256,329 |
See Accompanying Notes to Consolidated Financial Statements.
AppLovin Corporation
Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders’ Equity (Deficit)
(In thousands, except share data)
| Redeemable Noncontrolling Interest | Convertible Preferred Stock | Class A, Class B, and Class F Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2021 | $ | 201 | — | $ | — | 375,089,360 | $ | 11.00 | $ | 3,160,487 | $ | (45,454) | $ | (976,954) | $ | 2,138,090 | ||||||||||||||||||||||||||||||||||||||||
| Stock issued in connection with equity awards | — | — | — | 6,513,432 | — | 25,017 | — | — | 25,017 | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares withheld related to net share settlement | — | — | — | (1,186,147) | — | (27,535) | — | — | (27,535) | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of Class A common stock | — | — | — | (9,389,682) | — | (338,880) | — | — | (338,880) | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock in connection with acquisitions | — | — | — | 2,579,692 | — | 137,422 | — | — | 137,422 | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock under employee stock purchase plan | — | — | — | 267,028 | — | 5,530 | — | — | 5,530 | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | 193,707 | — | — | 193,707 | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of tax | — | — | — | — | — | — | (37,928) | — | (37,928) | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | (201) | — | — | — | — | — | — | (192,746) | (192,746) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2022 | $ | — | — | $ | — | 373,873,683 | $ | 11 | $ | 3,155,748 | $ | (83,382) | $ | (1,169,700) | $ | 1,902,677 |
See Accompanying Notes to Consolidated Financial Statements.
AppLovin Corporation
Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders’ Equity (Deficit)
(In thousands, except share data)
| Redeemable Noncontrolling Interest | Convertible Preferred Stock | Class A, Class B, and Class F Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Stockholders' Equity (Deficit) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2020 | $ | 309 | 109,090,908 | $ | 399,589 | 226,364,401 | $ | 7 | $ | 453,655 | $ | 604 | $ | (1,012,400) | $ | (158,545) | ||||||||||||||||||||||||||||||||||||||||
| Stock issued in connection with equity awards | — | — | — | 4,326,297 | — | 29,761 | — | — | 29,761 | |||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | (604,509) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of warrant, net of shares withheld | — | — | — | 6,229,081 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of convertible securities to Class A common stock | — | — | — | 7,050,049 | — | 392,170 | — | — | 392,170 | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock | — | — | — | 90,830 | — | 2,503 | — | — | 2,503 | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock in connection with initial public offering, net of offering costs, underwriting discounts and commissions | — | — | 22,500,000 | 1 | 1,747,970 | — | — | 1,747,971 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of preferred stock to common stock in connection with initial public offering | — | (109,090,908) | (399,589) | 109,090,908 | 3 | 399,586 | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock under employee stock purchase plan | — | — | — | 42,303 | — | 2,877 | — | — | 2,877 | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | 131,965 | — | — | 131,965 | |||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income, net of tax | — | — | — | — | — | — | (46,058) | — | (46,058) | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | (108) | — | — | — | — | — | — | 35,446 | 35,446 | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2021 | $ | 201 | — | $ | — | 375,089,360 | $ | 11 | $ | 3,160,487 | $ | (45,454) | $ | (976,954) | $ | 2,138,090 |
See Accompanying Notes to Consolidated Financial Statements.
AppLovin Corporation
Consolidated Statements of Cash Flows
(In thousands)
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Operating Activities | |||||||||||||||||
| Net income (loss) | $ | 356,711 | $ | (192,947) | $ | 35,338 | |||||||||||
| Adjustments to reconcile net income (loss) to operating activities: | |||||||||||||||||
| Amortization, depreciation and write-offs | 489,008 | 547,084 | 431,063 | ||||||||||||||
| Stock-based compensation | 363,107 | 191,612 | 133,177 | ||||||||||||||
| Impairment of investments | 27,953 | — | — | ||||||||||||||
| Change in operating right-of-use asset | 17,842 | 17,107 | 26,313 | ||||||||||||||
| Amortization of debt issuance costs and discount | 9,363 | 12,678 | 12,825 | ||||||||||||||
| Impairment and loss in connection with sale of long-lived assets | — | 127,892 | — | ||||||||||||||
| Other | 6,200 | 1,786 | 7,431 | ||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||
| Accounts receivable | (261,279) | (174,829) | (201,948) | ||||||||||||||
| Prepaid expenses and other current assets | (12,280) | (3,725) | (97,324) | ||||||||||||||
| Other assets | (121,688) | (77,343) | (45,938) | ||||||||||||||
| Accounts payable | 98,574 | 3,479 | 98,612 | ||||||||||||||
| Operating lease liabilities | (18,612) | (18,898) | (26,854) | ||||||||||||||
| Accrued and other liabilities | 92,754 | (6,412) | 3,063 | ||||||||||||||
| Deferred revenue | 13,857 | (14,711) | (13,907) | ||||||||||||||
| Net cash provided by operating activities | 1,061,510 | 412,773 | 361,851 | ||||||||||||||
| Investing Activities | |||||||||||||||||
| Acquisitions of businesses and intangible assets | (63,899) | (1,345,776) | (1,210,549) | ||||||||||||||
| Purchase of investments and other | (17,934) | (66,342) | (15,000) | ||||||||||||||
| Purchase of property and equipment | (4,246) | (662) | (1,390) | ||||||||||||||
| Proceeds from sale of assets and other | 8,250 | 41,312 | 12,009 | ||||||||||||||
| Net cash used in investing activities | (77,829) | (1,371,468) | (1,214,930) | ||||||||||||||
| Financing Activities | |||||||||||||||||
| Repurchases of common stock | (1,153,593) | (338,880) | — | ||||||||||||||
| Principal repayments of debt | (497,994) | (25,810) | (719,810) | ||||||||||||||
| Payments of withholding taxes related to net share settlement | (246,435) | (27,535) | — | ||||||||||||||
| Payments of deferred acquisition costs | (33,903) | (124,184) | (234,068) | ||||||||||||||
| Payments of licensed asset obligation | (27,110) | (17,374) | (17,970) | ||||||||||||||
| Principal payments of finance leases | (20,170) | (24,083) | (15,271) | ||||||||||||||
| Payments of debt issuance cost | (4,655) | — | (14,941) | ||||||||||||||
| Proceeds from debt issuance | 395,281 | — | 2,344,000 | ||||||||||||||
| Proceeds from exercise of stock options | 20,932 | 25,487 | 31,156 | ||||||||||||||
| Proceeds from the issuance of common stock through ESPP | 4,856 | 5,531 | 2,877 | ||||||||||||||
| Proceeds from issuance of common stock in initial public offering, net of issuance costs as adjusted for cost reimbursement | — | — | 1,745,228 | ||||||||||||||
| Payments of related party notes | — | — | (11,655) | ||||||||||||||
| Net cash provided by (used in) financing activities | (1,562,791) | (526,848) | 3,109,546 | ||||||||||||||
| Effect of foreign exchange rate on cash, cash equivalents and restricted cash equivalents | 778 | (4,477) | (3,198) | ||||||||||||||
| Net (decrease) increase in cash, cash equivalents and restricted cash equivalents | (578,332) | (1,490,020) | 2,253,269 | ||||||||||||||
| Cash, cash equivalents and restricted cash equivalents at beginning of the period | 1,080,484 | 2,570,504 | 317,235 | ||||||||||||||
| Cash, cash equivalents and restricted cash equivalents at end of the period | $ | 502,152 | $ | 1,080,484 | $ | 2,570,504 |
See Accompanying Notes to Consolidated Financial Statements
AppLovin Corporation
Consolidated Statement of Cash Flows
(In thousands)
| Years Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Supplemental non-cash investing and financing activities disclosures: | |||||||||||||||||
| Right-of-use assets acquired under finance leases | $ | 113,440 | $ | 46,108 | $ | 20,497 | |||||||||||
| Right-of-use assets acquired under operating leases | $ | 6,471 | $ | 7,105 | $ | 6,130 | |||||||||||
| Conversion of convertible securities to Class A common stock | $ | — | $ | — | $ | 392,170 | |||||||||||
| Issuance of convertible securities related to acquisitions | $ | — | $ | — | $ | 342,170 | |||||||||||
| Issuance of common stock and common stock warrants in connection with acquisitions | $ | — | $ | 137,422 | $ | — | |||||||||||
| Acquisitions not yet paid | $ | — | $ | 31,045 | $ | 79,095 | |||||||||||
| Assets acquired not yet paid | $ | — | $ | 33,566 | $ | 25,640 | |||||||||||
| Proceeds from sale of long-lived assets not yet received | $ | — | $ | 7,000 | $ | — | |||||||||||
| Settlement of bonus compensation through issuance of common stock | $ | — | $ | — | $ | 2,503 | |||||||||||
| Accretion of interest on related party promissory notes | $ | — | $ | — | $ | 595 | |||||||||||
| Supplemental disclosure of cash flow information: | |||||||||||||||||
| Cash paid for income taxes, net of refunds | $ | 75,433 | $ | 86,264 | $ | 90,616 | |||||||||||
| Cash paid for interest | $ | 248,828 | $ | 165,959 | $ | 76,695 |
See Accompanying Notes to Consolidated Financial Statements.
APPLOVIN CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
**1.**Description of Business
AppLovin Corporation (the “Company” or “AppLovin”) was incorporated in the state of Delaware on July 18, 2011. The Company is a leader in the advertising ecosystem providing an end-to-end software platform that allows businesses to reach, monetize and grow their global audiences. The Company also has a globally diversified portfolio of apps—free-to-play mobile games that it operates through its owned or partner studios.
The Company is headquartered in Palo Alto, California, and has several operating locations in the U.S. as well as various international office locations in North America, Asia, and Europe.
**2.**Summary of Significant Accounting Policies
Principles of Consolidation—The accompanying consolidated financial statements have been prepared in conformity with U.S generally accepted accounting principles ("GAAP"). Consolidated financial statements include accounts and operations of the Company and its wholly owned and majority owned subsidiaries, and the ownership interest of minority investors is recorded as noncontrolling interest. In accordance with the provisions of Accounting Standards Codification ("ASC") 810, Consolidation, the Company is also required to consolidate any variable interest entities ("VIE") when it is the primary beneficiary. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE that could potentially be significant to the VIE, or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company evaluates its relationships with all VIEs on an ongoing basis. All intercompany transactions and balances have been eliminated upon consolidation.
Use of Estimates—The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. The Company bases its estimates on assumptions that are believed to be reasonable under the circumstances. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to fair values of assets and liabilities acquired through acquisitions, useful lives of intangible assets and property and equipment, expected period of consumption of virtual goods, income and indirect taxes, contingent liabilities, evaluation of recoverability of intangible assets and long-lived assets, goodwill impairment, stock-based compensation, fair value of derivatives and other financial instruments. These estimates are inherently subject to judgment and actual results could differ materially from those estimates.
Risk and Uncertainties—The Company is subject to risks and uncertainties, including, but not limited to, as a result of the political uncertainty and international conflicts around the world, such as between Russia and Ukraine and in the Middle East, as well as, friction between the United States and China. As of the issuance date of these consolidated financial statements, the Company’s results of operations have not been materially impacted. However, the future impact of these events remains uncertain as the response to and information related to these events is rapidly evolving. A weakened global economy may negatively impact in-app purchasing decisions and consumer buying decisions across the globe generally, which could adversely affect advertiser activity. The full impact of these events on the global economy and the extent to which these events may impact the Company’s business, financial condition, and results of operations in the future remains uncertain. The severity of the impact of the political uncertainty and international conflicts around the world on the Company’s business will depend on a number of factors, including, but not limited to, the duration and severity of these events and the extent and severity of the impact on the Company’s customers, all of which are uncertain and cannot be predicted. The Company’s future results of operations and liquidity could be adversely impacted by delays in payments of outstanding receivable amounts beyond normal payment terms and uncertain demand.
Revenue from Contracts with Customers—The Company generates Software Platform and Apps revenue. Software Platform revenue is generated primarily from fees collected from advertisers including advertising networks who use the Software Platform. Apps revenue consists of in-app purchase ("IAP") revenue generated from in-app purchases made by users within the Company’s apps (“Apps”), and in-app advertising ("IAA") revenue generated from third-party advertisers that purchase ad inventory from Apps.
Software Platform Revenue
The vast majority of the Software Platform Revenue is generated through AppDiscovery and MAX, which provide the technology to match advertisers and owners of digital advertising inventory (“Publishers”) via auctions at large scale and microsecond-level speeds. The terms for all mobile advertising arrangements are governed by the Company’s terms and conditions and generally stipulate payment terms of 30 days subsequent to the end of the month. Substantially all of the Company's contracts with customers are fully cancellable at any time or upon a short notice.
The Company’s performance obligation is to provide customers with access to the Software Platform, which facilitates the advertiser’s purchase of ad inventory from Publishers. The Company does not control the ad inventory prior to its transfer to the advertiser, because the Company does not have the substantive ability to direct the use of nor obtain substantially all of the remaining benefits from the ad inventory. The Company is not primarily responsible for fulfillment. The Company is an agent as it relates to the sale of third-party advertising inventory and presents revenue on a net basis. The transaction price is the product of either the number of completions of agreed upon actions or advertisements displayed and the contractually agreed upon price per advertising unit with the advertiser less consideration paid or payable to Publishers. The Company recognizes Software
Platform Revenue when the agreed upon action is completed or when the ad is displayed to users. The number of advertisements delivered and completions of agreed upon actions is determined at the end of each month, which resolves any uncertainty in the transaction price during the reporting period.
Software Platform Revenue also includes revenue generated from Adjust's measurement and analytics marketing platform that is recognized ratably over the subscription period of generally up to twelve months. Revenue from other services under Software Platform was not material.
Apps Revenue
In-App Purchase Revenue
IAP Revenue includes fees collected from users to purchase virtual goods to enhance their gameplay experience. The identified performance obligation is to provide users with the ability to acquire, use, and hold virtual items over the estimated period of time the virtual items are available to the user or until the virtual item is consumed. Payment is required at the time of purchase, and the purchase price is a fixed amount.
Users make IAPs through the Company’s distribution partners. The transaction price is equal to the gross amount charged to users because the Company is the principal in the transaction. IAP fees are non-refundable. Such payments are initially recorded as deferred revenue. The Company categorizes its virtual goods as either consumable or durable. Consumable virtual goods represent goods that can be consumed by a specific player action in gameplay; accordingly, the Company recognizes revenue from the sale of consumable virtual goods as the goods are consumed. Durable virtual goods represent goods that are accessible to the user over an extended period of time; accordingly, the Company recognizes revenue from the sale of durable virtual goods ratably over the period of time the goods are available to the user, which is generally the estimated average user life (“EAUL”).
The EAUL represents the Company’s best estimate of the expected life of paying users for the applicable game. The EAUL begins when a user makes the first purchase of durable virtual goods and ends when a user is determined to be inactive. The Company determines the EAUL on a game-by-game basis. For a newly launched game with limited playing data, the Company determines its EAUL based on the EAUL of a game with sufficiently similar characteristics.
The Company determines the EAUL on a quarterly basis and applies such calculated EAUL to all bookings in the respective quarter. Determining the EAUL is subjective and requires management’s judgment. Future playing patterns may differ from historical playing patterns, and therefore the EAUL may change in the future. The EAULs are generally between 5 and 10 months.
In-App Advertising Revenue
IAA Revenue is generated by selling ad inventory on the Company's Apps to third-party advertisers. Advertisers purchase ad inventory either through the Software Platform or through third-party advertising networks (“Ad Networks”). Revenue from the sale of ad inventory through Ad Networks is recognized net of the amounts retained by Ad Networks as the Company is unable to determine the gross amount paid by the advertisers to Ad Networks. The Company recognizes revenue when the ad is displayed to users.
The Company presents taxes collected from customers and remitted to governmental authorities on a net basis.
Disaggregation of Revenue
The following table presents revenue disaggregated by segment and type (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Software Platform Revenue | $ | 1,841,762 | $ | 1,049,167 | $ | 673,952 | |||||||||||
| In-App Purchases Revenue | 989,007 | 1,179,133 | 1,458,595 | ||||||||||||||
| In-App Advertising Revenue | 452,318 | 588,758 | 660,557 | ||||||||||||||
| Total Apps Revenue | 1,441,325 | 1,767,891 | 2,119,152 | ||||||||||||||
| Total Revenue | $ | 3,283,087 | $ | 2,817,058 | $ | 2,793,104 |
Revenue disaggregated by geography, based on user location, consists of the following (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| United States | $ | 1,970,856 | $ | 1,728,958 | $ | 1,687,080 | |||||||||||
| Rest of the World | 1,312,231 | 1,088,100 | 1,106,024 | ||||||||||||||
| Total Revenue | $ | 3,283,087 | $ | 2,817,058 | $ | 2,793,104 |
Contract Balances
Contract liabilities consist of deferred revenue, which are recorded for payments received in advance of the satisfaction of performance obligations. During the years ended December 31, 2023 and 2022, the Company recognized $63.6 million and $78.6 million of revenue that was included in deferred revenue as of December 31, 2022 and 2021, respectively.
Unsatisfied Performance Obligations
Substantially all of the Company’s unsatisfied performance obligations relate to contracts with an original expected length of one year or less.
Publisher Bonuses
In the first quarter of 2022, the Company paid or promised to pay a total of $209.6 million in bonuses to publishers consisting primarily of non-recurring bonuses to migrate publishers to MAX, the Company's own in-app mediation platform. The Company accounted for such publisher bonuses as a reduction to revenue since the publishers receiving such bonuses are also customers of the Company.
Cash and Cash Equivalents—Cash and cash equivalents primarily consist of cash on deposit with banks and investments in money market funds with maturities of 90 or less from the date of purchase.
Restricted Cash Equivalents—The Company classifies cash equivalents that are legally or contractually restricted for withdrawal or usage as restricted cash equivalents. Restricted cash equivalents as of December 31, 2021 consisted of investments in certain money market fund of funds held in an escrow account related to the MoPub acquisition, which was closed in January 2022. The Company had no restricted cash equivalents as of December 31, 2023 or 2022.
Non-Marketable Equity Investments—Non-marketable equity securities are investments without readily determinable fair values that are recorded using a measurement alternative measured at cost less any impairment, plus or minus changes resulting from qualifying observable price changes. An impairment loss is recorded when an event or circumstance indicates a decline in value has occurred. For certain of these securities, the Company has elected to apply the net asset value (NAV) practical expedient. The NAV is the estimated fair value of these investments. See Note 3, Fair Value Measurements for additional information.
Accounts Receivable, net—The Company records accounts receivable at the invoiced amount, net of allowance for potentially uncollectible amounts. The Company reviews accounts receivable periodically and estimates the allowance based on known troubled accounts, historical experience, and other currently available evidence. As of December 31, 2023 and 2022, the allowance for uncollectible amounts was not material.
Derivatives—The Company accounts for derivative instruments at fair value within its consolidated balance sheets, and the accounting treatment for each derivative is based on its hedge designation. The Company does not enter into derivative instruments for trading or speculative purposes. Changes in the fair value of derivatives that are designated as cash flow hedges are recorded within accumulated other comprehensive income (loss) until earnings are affected by the variability of cash flows. Changes in the fair value of non-designated derivatives are recorded immediately through earnings. The Company’s policy for classifying cash flows from derivatives is to report the cash flows consistent with the underlying hedged item**.** See Note 3, Fair Value Measurements for additional information.
Fair Value of Financial Instruments—The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value. The three tiers are defined as follows:
Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2—Inputs other than quoted prices included in Level 1 that are observable either directly or indirectly.
Level 3—Unobservable inputs of which there is little or no market data, which require the Company to develop its own assumptions.
Concentration of Credit Risk and Uncertainties—The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable. The Company maintains its cash and cash equivalents with large, reputable financial institutions in amounts which exceed Federal Deposit Insurance Corporation limits.
The Company performs ongoing credit evaluations of its customers and generally requires no collateral for its accounts receivable.
No individual customer represented 10% or more of the Company’s accounts receivable as of December 31, 2023. One customer represented 12% of the Company's accounts receivable as of December 31, 2022, which was collected in full during the first quarter of 2023.
The Company also uses various distribution partners to collect payments for IAPs made by users within Apps. No individual distribution partner represented 10% or more of the Company's accounts receivable as of December 31, 2023 and 2022.
No individual customer represented 10% or more of the Company’s revenue during the years ended December 31, 2023, 2022 and 2021.
Property and Equipment, net—Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is as follows:
| Useful Life | |||||
| Computer equipment | 3-5 years | ||||
| Software and licenses | 3 years | ||||
| Furniture and fixtures | 3-5 years | ||||
| Leasehold improvements | Over the shorter of useful life (up to 10 years) or lease term |
When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in operations in the period realized. Maintenance and repairs are charged to operations as incurred.
Leases—Leases consist of real estate property, network and other equipment. The Company determines if an arrangement is or contains a lease at inception. Operating and finance lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease payments consist primarily of the fixed payments under the arrangement, less any lease incentives. The Company generally uses an incremental borrowing rate estimated based on the information available at the lease commencement date or on the date of lease modification, if applicable, to determine the present value of lease payments unless the implicit rate is readily determinable. Operating lease costs are recognized on a straight-line basis over the lease terms. Finance lease assets are amortized on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease terms.
The Company accounts for lease and non-lease components as a single lease component of contracts for real estate property leases and does not recognize right-of-use assets and lease liabilities for leases with a term of 12 months or less. Generally, the lease term is based on non-cancelable lease term when determining the lease assets and liabilities. The lease terms may include periods under options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Payments under our lease arrangements are primarily fixed, however, certain lease agreements contain variable payments, which are expensed as incurred and not included in the lease right-of-use assets and liabilities. Variable lease payments are primarily comprised of real estate taxes, common area maintenance, and insurance.
Deferred Offering Costs—Deferred offering costs, which consist primarily of accounting, legal and other fees directly attributable to the Company’s initial public offering (“IPO”), were initially capitalized in other assets on the Company’s consolidated balance sheets. After the completion of the IPO, the Company presented deferred offering costs in stockholders’ equity as a reduction of the IPO proceeds.
Segment Reporting—The Company's chief operating decision maker (“CODM”) is the Chief Executive Officer ("CEO") who manages the business, allocates resources and assesses operating performance based on financial information presented for each of the two operating segments: Software Platform and Apps. Both operating segments are also individual reportable segments. For information regarding reportable segments, see Note 14 - Segments and Geographic Information.
Asset Acquisitions and Business Combinations—The Company performs an initial test to determine whether substantially all of the fair value of the gross assets transferred are concentrated in a single identifiable asset or a group of similar identifiable assets, such that the acquisition would not represent a business. If that test suggests that the set of assets and activities is a business, the Company then performs a second test to evaluate whether the assets and activities transferred include inputs and substantive processes that together, significantly contribute to the ability to create outputs, which would constitute a business. If the result of the second test suggests that the acquired assets and activities constitute a business, the Company accounts for the transaction as a business combination.
For transactions accounted for as business combinations, the Company allocates the fair value of acquisition consideration to the identifiable assets acquired and liabilities assumed based on their estimated fair value. Acquisition consideration includes the fair value of any promised contingent consideration. The excess of the fair value of acquisition consideration over the fair value of identifiable assets acquired and liabilities assumed is recorded as goodwill. Contingent consideration is remeasured to its fair value each reporting period with changes in the fair value of contingent consideration recorded in general and administrative expenses. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates and assumptions in valuing certain identifiable intangible assets include, but are not limited to, forecasted revenue and discount rates. Management’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. In certain circumstances, the allocations of the excess purchase price are based upon preliminary estimates and assumptions and subject to revision when the Company receives final information, including appraisals and other analyses. During the measurement period, which is one year from the acquisition date, the Company may
record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Acquisition-related costs are expensed as incurred.
For transactions accounted for as asset acquisitions, the cost, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values. The Company generally includes contingent consideration in the cost of the assets acquired only when the uncertainty is resolved. The Company amortizes contingent consideration adjustments to the cost of the acquired assets prospectively using the straight-line method over the remaining useful life of the assets. No goodwill is recognized in asset acquisitions.
Services and Development Agreements—The Company enters into strategic agreements with third-party mobile gaming studios. The Company has historically allowed these studios to continue their operations with a significant degree of autonomy. In some cases, the Company bought Apps from these studios and entered into service and development agreements whereby these studios provide support in improving existing Apps and developing new Apps. The substantial majority of payments associated with service agreements for existing Apps are expensed to research and development when the services are rendered as the payments primarily relate to developing enhancements for the Apps. Payments for new Apps associated with development agreements are generally made in connection with the development of a particular App, and therefore, the Company is subject to development risk prior to the release of the App. Accordingly, payments that are due prior to completion of an App are generally expensed to research and development over the development period as the services are incurred. Payments due after completion of an App are generally capitalized and expensed as cost of revenue. For additional information, see Note 6 - Acquisitions and Dispositions.
Software Development Costs—The Company incurs development costs related to internal-use software and Apps. Development costs meet the criteria for capitalization once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended. Software development costs that meet the capitalization criteria were not material for the periods presented.
Goodwill—The Company tests goodwill for impairment at the reporting unit level on an annual basis during the fourth quarter, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. A qualitative assessment is performed to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, the Company compares the carrying value of the reporting unit, including goodwill, to its fair value. A goodwill impairment loss is recognized for the amount that the carrying value of the reporting unit, including goodwill, exceeds its fair value, limited to the total amount of goodwill allocated to that reporting unit. No goodwill impairment loss was recorded during the year ended December 31, 2023, 2022 and 2021.
Intangible Assets—Intangible assets consist primarily of Apps, user base, developed technology, customer relationships and certain intellectual property licenses resulting from acquisitions. Intangible assets are amortized over the period of estimated benefit using the straight-line method. The Company's estimates of useful lives of intangible assets are based on cash flow forecasts which incorporate various assumptions, including forecasted user acquisition costs, user attrition rates and level of user engagement.
Impairment of Long-Lived Assets—The Company reviews long-lived assets that are held and used for impairment whenever events or changes in circumstances indicate the carrying value of an asset or asset group may not be recoverable. If such indicators are present, the Company assesses the recoverability of the asset or asset group by comparing its carrying value to the undiscounted future cash flows expected to be generated by the asset or asset group. If the future undiscounted cash flows are less than the carrying value of the asset or asset group, an impairment charge is recognized by the amount by which the carrying value of the asset or asset group, exceeds its estimated fair value. There were no material impairment charges related to long-lived assets that are held and used for the years ended December 31, 2023, 2022 and 2021.
The Company classifies an asset as held for sale when management commits to a formal plan to actively market the asset for sale at a price reasonable in relation to fair value, the asset is available for immediate sale in its present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the asset and the transfer is expected to be completed within one year and it is unlikely that significant changes will be made to the plan. Upon classification as held for sale, the Company recognizes the asset at the lower of its carrying value or its estimated fair value, less costs to sell. In addition, the Company ceases to record depreciation or amortization for assets that are classified as held for sale. During the year ended December 31, 2022, the Company classified certain assets within the Apps reportable segment as held for sale and recognized a total impairment charge of $53.0 million, representing the excess of the assets' carrying value over their estimated fair value, less cost to sell, in cost of revenue in the Company's consolidated statements of operations. As of December 31, 2022, the carrying value of assets held for sale was not material. No assets were classified as held for sale in 2023 or 2021.
Cost of Revenue—Cost of revenue consists primarily of third-party payment processing fees related to IAP Revenue and charged by various distribution partners, amortization of intangible assets related to acquired technology and Apps, amortization of finance lease right-of-use assets related to certain servers and networking equipment and costs for third-party cloud service providers.
Sales and Marketing—Sales and marketing expenses consist primarily of user acquisition costs, amortization of acquired customer-related intangible assets, and personnel costs. Advertising costs, which consist primarily of user acquisition costs, are
expensed as incurred. Advertising costs totaled $539.4 million, $665.9 million, and $983.7 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Research and Development—Research and development expenses consist primarily of personnel costs and third-party costs for development of Apps.
General and Administrative—General and administrative expenses consist primarily of personnel costs of the Company’s finance, accounting, legal, human resources, and other administrative functions, third-party professional service costs, provision for expected credit losses, software, facilities costs and other administrative costs.
Stock-Based Compensation—The Company accounts for stock-based compensation based on the fair value of stock-based awards as of the grant date. The Company recognizes the fair value as stock-based compensation expense following the straight-line attribution method over the requisite service period for restricted stock units ("RSUs") and stock options, and over the offering period for purchase rights issued under the Employee Stock Purchase Plan ("ESPP"). Stock-based compensation expense for performance-based RSUs (“PSUs”) with a market condition is recognized ratably on a tranche-by-tranche basis using the accelerated attribution method over the respective derived service period, unless the market condition is satisfied earlier. The Company accounts for forfeitures for all awards as they occur.
The fair value of RSUs is estimated on the date of grant based on the closing price of the Company's publicly traded Class A common stock on the date of grant.
The Company determines the fair value of PSUs with market conditions using the Monte Carlo simulation pricing model. This requires the input of assumptions, including the expected stock volatility, the risk-free interest rate, the expected dividend yield and the discount for post-vesting restrictions, as applicable.
The Company determines the fair value of stock options and purchase rights under the ESPP using the Black-Scholes option-pricing model. This requires the input of assumptions, including the expected term, the expected stock volatility, the risk-free interest rate, and the expected dividend yield.
For awards that are liability classified, the Company updates the grant date fair value at each reporting period. Liability-classified awards are reclassified to equity upon settlement in shares of the Company’s common stock.
Income Taxes—The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
The Company recognizes deferred tax assets to the extent that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize deferred tax assets in the future in excess of their net recorded amount, an adjustment to the deferred tax asset valuation allowance would be made to reduce the provision for income taxes.
The Company records uncertain tax positions on the basis of a two-step process in which determinations are made (1) whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position; and (2) for those tax positions that meet the more- likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with a tax authority.
The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statements of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheets.
Foreign Currency Transactions—Generally, the functional currency of our international subsidiaries is the U.S. dollar. In cases where the functional currency is not the U.S. dollar, the Company translates the financial statements of these subsidiaries to U.S. dollars using the exchange rate at the balance sheet date for assets and liabilities, and average exchange rates during the period for revenue and expenses. The Company records translation gains and losses in accumulated other comprehensive income (loss) as a component of stockholders’ equity. The Company reflects foreign exchange transaction gains and losses resulting from the conversion of the transaction currency to functional currency as a component of other income (expense), net.
Comprehensive Income (Loss)—Comprehensive income (loss) is composed of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) consists of foreign currency translation adjustments.
Net Income (Loss) Per Share Attributable to Common Stockholders—Basic and diluted net income (loss) per share attributable to common stockholders is presented under the two-class method required for participating securities. The Company considers convertible preferred stock, options exercised in exchange for nonrecourse promissory notes, early exercised unvested stock options, unvested restricted stock awards and common stock subject to certain share repurchase agreements to be participating securities. Under the two-class method, the net loss attributable to common stockholders is not allocated to participating securities as the holders of these instruments do not have a contractual obligation to share in the Company’s losses. Net income is attributed to common stockholders and participating securities based on the respective participation rights.
Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the effect of potentially dilutive impact of securities.
Share Repurchases—The Company retires its Class A common stock upon repurchase, and records any excess of the cost of the repurchased shares over their par value as a reduction to additional paid-in capital, or in the absence of additional paid-in capital, to accumulated deficit.
Recent Accounting Pronouncements (Issued and Adopted)—In June 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The ASU also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction and requires specific disclosures for equity securities subject to contractual sale restrictions. The Company adopted this ASU on January 1, 2023 with no material impact on its consolidated financial statements.
Recent Accounting Pronouncements (Issued and Not Yet Adopted)—In November 2023, the FASB issued ASU 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis. The amendments will be effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The amendments must be applied retrospectively, and early adoption is permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes: Improvements to Income Tax Disclosures, which requires disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments will be effective for annual periods beginning after December 15, 2024. The amendments may be applied prospectively or retrospectively, and early adoption is permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.
**3.**Fair Value Measurements
The following table sets forth the Company’s financial instruments that were measured at fair value by level within the fair value hierarchy on a recurring basis as of the dates indicated (in thousands):
| As of December 31, 2023 | |||||||||||||||||||||||||||||
| Balance Sheet Location | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
| Financial Assets: | |||||||||||||||||||||||||||||
| Money market deposit accounts | Cash and cash equivalents | $ | 1,352 | $ | 1,352 | $ | — | $ | — | ||||||||||||||||||||
| Total financial assets | $ | 1,352 | $ | 1,352 | $ | — | $ | — |
| As of December 31, 2022 | |||||||||||||||||||||||||||||
| Balance Sheet Location | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
| Financial Assets: | |||||||||||||||||||||||||||||
| Money market funds1 | Cash and cash equivalents | $ | 604,399 | $ | 604,399 | $ | — | $ | — | ||||||||||||||||||||
| Interest rate swap | Prepaid expenses and other current assets | 7,319 | — | 7,319 | — | ||||||||||||||||||||||||
| Total financial assets | $ | 611,718 | $ | 604,399 | $ | 7,319 | $ | — |
(1) Includes balances in money market deposit accounts of $524.2 million as of December 31, 2022.
Derivatives Not Designated as Hedging Instruments
In October 2022 and March 2023, the Company entered into multiple pay-fixed receive-variable interest rate swaps as part of its interest rate risk management strategy in connection with the term loans under a certain credit agreement (see Note 9 - Credit Agreement). The Company elected to not designate the interest rate swaps as hedging instruments for accounting purposes and recorded both realized and unrealized gains and losses associated with the interest rate swaps immediately through earnings in interest expense in the Company's consolidated statement of operations. The fair value of the outstanding interest rate swaps are determined using widely accepted valuation techniques including discounted cash flow analysis based on the expected cash flows of the interest rate swaps. The Company has determined that the significant inputs, such as interest yield curve and discount rate, used to value its interest rate swaps fall within Level 2 of the fair value hierarchy. All interest rate swaps were settled during 2023 and the Company had no outstanding interest rate swaps as of December 31, 2023. The Company recorded a net gain of $15.8 million and a net gain of $5.9 million related to the interest rate swaps during the year ended December 31, 2023 and 2022, respectively. Cash paid for or received from the settlements of the interest rate swaps are presented in net cash provided by operating activities and the supplemental disclosure of cash paid for interest, net in the Company's consolidated statement of cash flows.
Non-Marketable Equity Securities Measured at Net Asset Value
The Company held equity interests in certain private equity funds of $56.7 million and $32.3 million as of December 31, 2023 and December 31, 2022, respectively, which are measured using the net asset value practical expedient. Under the net asset value practical expedient, the Company records investments based on the proportionate share of the underlying funds’ net asset value. These investments are included in other assets in the Company’s consolidated balance sheets.
These funds vary in investment strategies and generally have an initial term of 7 to 10 years, which may be extended for 2 to 3 additional years with the applicable approval. These investments are subject to certain restrictions regarding transfers and withdrawals and generally cannot be redeemed with the funds. Distributions from the funds will be received as the underlying investments are liquidated. The Company’s maximum exposure to loss is limited to the carrying value of these investments of $56.7 million and the unfunded commitments of $41.2 million as of December 31, 2023.
During the year ended December 31, 2023, the Company made total capital contributions of $17.9 million related to these investments. The Company recorded an immaterial unrealized gain related to these investments for each year presented.
Non-Marketable Equity Securities Measured at Fair Value on a Non-Recurring Basis
In the second quarter of 2022, the Company purchased certain non-marketable equity securities for total proceeds of $38.0 million. Non-marketable equity securities are investments in privately held companies without readily determinable fair values. The Company elected the measurement alternative to account for these investments. Under the measurement alternative, the carrying value of the non-marketable equity securities are adjusted based on price changes from observable transactions of identical or similar securities of the same issuer or for impairment. Any changes in carrying value are recorded within other income (expense), net in the Company's consolidated statement of operations. During the year ended December 31, 2023, the Company recorded an impairment charge of $28.0 million related to these investments. As of December 31, 2023, the carrying amount of these investments was $10.1 million, which was included in other assets in the Company’s consolidated balance sheets.
**4.**Supplemental Financial Statement Information
Property and equipment, net consists of the following (in thousands):
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Computer equipment | $ | 219,729 | $ | 106,215 | |||||||
| Leasehold improvements | 17,553 | 17,380 | |||||||||
| Furniture and fixtures | 4,144 | 3,650 | |||||||||
| Software and licenses | 3,911 | 156 | |||||||||
| Total property and equipment | 245,337 | 127,401 | |||||||||
| Less: accumulated depreciation | (72,006) | (48,858) | |||||||||
| Total property and equipment, net | $ | 173,331 | $ | 78,543 |
Depreciation expenses were $26.4 million, $29.3 million and $25.6 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Accrued and other current liabilities consist of the following (in thousands):
| December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Tax accruals and withholdings | $ | 141,854 | $ | 81,957 | |||||||
| Compensation and related liabilities | 48,263 | 24,302 | |||||||||
| Accrued expenses and other | 62,085 | 41,542 | |||||||||
| Total accrued and other current liabilities | $ | 252,202 | $ | 147,801 |
**5.**Commitments and Contingencies
Commitments—As of December 31, 2023, the Company's non-cancelable minimum purchase commitments totaled $252.0 million, which consisted primarily of a certain arrangement related to cloud platform services. In May 2022, the Company entered into a new order form under an existing master agreement that required the Company to purchase at least $550.0 million of cloud services through May 2025. The Company made payments of $229.4 million, $79.4 million and $55.0 million under this arrangement for the year ended December 31, 2023, 2022 and 2021, respectively.
Future minimum payments under these non-cancelable purchase commitments with a remaining term in excess of one year were as follows (in thousands):
| 2024 | $ | 160,159 | |||
| 2025 | 87,450 | ||||
| 2026 | 3,276 | ||||
| 2027 | 1,078 | ||||
| 2028 | — | ||||
| Total non-cancelable purchase commitments | $ | 251,963 |
In addition, the Company had total unfunded commitments of $41.2 million related to investments in certain private equity funds. For additional information, see Note 3 - Fair Value Measurements.
Contingencies—From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of business activities. The Company accrues a liability for such matters when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated.
Letters of Credit—As of December 31, 2023 and 2022, the Company had outstanding letters of credit in the aggregate amount of $6.3 million and $11.1 million, respectively, which were issued as security for certain leased office facilities under the Credit Agreement. These letters of credit have never been drawn upon. For additional information, see Note 9 - Credit Agreement.
Legal Proceedings—The Company is involved from time to time in litigation, claims, and proceedings. The outcomes of the Company’s legal proceedings are inherently unpredictable and subject to significant uncertainty.
The Company records a liability when it is probable that a loss has been incurred and the amount can be reasonably estimated. If it is determined that a loss is reasonably possible and the loss or range of loss can be estimated, the reasonably possible loss is disclosed. The Company evaluates developments in legal matters that could affect the amount of liability that has been previously accrued, and related reasonably possible losses disclosed, and makes adjustments as appropriate. Significant judgment is required to determine the likelihood of matters and the estimated amount of a loss related to such matters. To date, losses in connection with legal proceedings have not been material.
The Company expenses legal fees in the period in which they are incurred.
Indemnifications—The Company enters into indemnification provisions under agreements with other parties in the ordinary course of business, including certain customers, business partners, investors, contractors and the Company’s officers, directors and certain employees. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, losses recorded in the Company’s consolidated statements of operations in connection with the indemnification provisions have not been material. As of December 31, 2023, the Company did not have any material indemnification claims that were probable or reasonably possible.
Non-income Taxes—The Company may be subject to audit by various tax authorities with regard to non-income tax matters. The subject matter of non-income tax audits primarily arises from different interpretations on tax treatment and tax rates applied. The Company accrues liabilities for non-income taxes that may result from examinations by, or any negotiated agreements with, these tax authorities when a loss is probable and reasonably estimable. If a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the reasonably possible loss.
**6.**Acquisitions and Dispositions
2023 Acquisitions
During the year ended December 31, 2023, the Company recognized total earn-out costs of $52.2 million, related to asset acquisitions closed in 2021 and prior. No other business or asset acquisition was completed during 2023.
2022 Acquisitions
Business Combinations
Wurl—On April 1, 2022, the Company completed its acquisition of all of the equity interests of Wurl, Inc. ("Wurl"), a connected TV ("CTV") software platform company, for a total purchase price of $378.2 million, consisting of $219.3 million in cash, 2,579,692 shares of the Company's Class A common stock valued at $137.4 million and a deferred payment of $22.7 million, with a present value of $21.5 million at the closing of the acquisition, relating to an indemnity holdback amount to be paid in 18 months following the transaction close date, less any eligible claims against Wurl paid by AppLovin. The transaction is expected to enable the Company to expand into the connected TV market. The Company accounted for the acquisition as a business combination. Transaction costs incurred by the Company in connection with the acquisition, including professional fees, were $1.9 million. During the fourth quarter of 2023, the indemnity holdback was paid.
The following table summarizes the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed (in thousands):
| Cash and cash equivalents | $ | 400 | |||
| Accounts receivable and other current assets | 15,194 | ||||
| Intangible assets | |||||
| Customer Relationships—estimated useful life of 15 years | 41,000 | ||||
| Developed Technology—estimated useful life of 6 years | 60,500 | ||||
| Tradename—estimated useful life of 10 years | 14,700 | ||||
| Goodwill | 264,149 | ||||
| Property and equipment, net | 363 | ||||
| Other assets | 159 | ||||
| Accounts payable, accrued liabilities and other current liabilities | (12,854) | ||||
| Deferred revenue | (209) | ||||
| Deferred income tax liability | (5,235) | ||||
| Total purchase consideration | $ | 378,167 |
The income approach was used to determine the fair value of the customer relationships, developed technology, and tradename. Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed at the acquisition date and is primarily attributable to the assembled workforce and expected synergies at the time of the acquisition. For tax purposes, no tax deductible goodwill was generated as a result of this acquisition.
Contemporaneously with entering into the definitive agreement, the Company also adopted a multi-year performance-based incentive plan for certain key employees of Wurl, under which the key employees may earn up to a total of $600.0 million in additional shares of the Company's Class A common stock through 2025, contingent upon the achievement of certain revenue and other performance targets by the acquired business and the continued employment of such key employees between 2023 and 2025. In April 2023, the Company amended the multi-year performance-based incentive plan into a one-year plan for 2023, under which the Company may be obligated to issue up to a total of $90.0 million in additional shares of the Company's Class A common stock, contingent upon Wurl’s achievement of certain revenue and other performance targets and the continued employment of the key employees. At the end of the performance period, the Company determined that $15.7 million was earned under the plan based on Wurl's financial results, which is expected to be settled in the first quarter of 2024. The plan was accounted for as liability classified share-based compensation awards.
The Company’s consolidated statement of operations as of December 31, 2022, includes Wurl's revenue of $35.0 million and pre-tax loss of $11.8 million for the period from the acquisition date of April 1, 2022 to December 31, 2022.
See Pro forma results of operations below under "Supplemental Pro Forma Information".
MoPub—On January 1, 2022, the Company completed its acquisition from Twitter, Inc. of certain assets that comprised of its MoPub business for a total purchase price of $1.03 billion in cash. The acquisition allows the Company to integrate certain product features of the MoPub platform into MAX, the Company's own in-app mediation platform, and migrate publishers and demand partners from the MoPub platform to MAX. The Company accounted for the acquisition as a business combination. Transaction costs incurred by the Company in connection with the acquisition, including professional fees, were $14.4 million.
The following table summarizes the allocation of the purchase consideration to the fair value of the assets acquired (in thousands):
| Intangible assets | |||||
| Advertiser Relationships—estimated useful life of 9 years | $ | 212,700 | |||
| Publisher Relationships—estimated useful life of 9 years | 123,300 | ||||
| Developed Technology—estimated useful life of 5 years | 61,800 | ||||
| Tradename—estimated useful life of 3 months | 60 | ||||
| Goodwill | 632,472 | ||||
| Total purchase consideration | $ | 1,030,332 |
The income approach was used to determine the fair value of the advertiser relationships, publisher relationships, developed technology and tradename. Goodwill represents the excess of the purchase price over the preliminary fair value of identifiable assets acquired at the acquisition date and is primarily attributable to the assembled workforce and expected synergies at the time of the acquisition. For tax purposes, an estimated tax deductible goodwill of $645.1 million was generated as a result of this acquisition. No liabilities were assumed in the transaction.
Contemporaneously with the signing of the asset purchase agreement, the Company entered into an agreement for Twitter, Inc. to provide certain transitional services to facilitate the migration of publishers and demand partners to MAX during a
three-month transitional period following the closing of the transaction (the "TSA"). The Company accounted for the TSA as a transaction separate from the business combination since it was negotiated primarily for the benefit of the Company. In the first quarter of 2022, the Company recognized total expense of $ $7.0 million related to the transitional services, which was included primarily in cost of revenue in the Company's consolidated statement of operations.
Due to the significant integration of the MoPub business with MAX, it was impractical to determine the impact of the acquired business on revenue or earnings.
See Pro forma results of operations below under "Supplemental Pro Forma Information".
Asset Acquisitions
During the year ended December 31, 2022, the Company recognized total earn-out costs of $104.2 million, related to asset acquisitions closed in 2021 and prior.
Supplemental Pro Forma Information
The unaudited supplemental pro forma information below presents the combined historical results of operations of the Company, the MoPub Business, Wurl and Adjust (an acquisition completed in 2021) for each of the periods presented as if the MoPub business and Wurl had been acquired as of January 1, 2021 and Adjust had been acquired as of January 1, 2020 (in thousands):
| Year Ended December 31, | ||||||||||||||
| 2022 | 2021 | |||||||||||||
| Revenue | $ | 2,826,090 | $ | 3,036,661 | ||||||||||
| Net income (loss) | $ | (184,317) | $ | 25,940 |
The unaudited supplemental pro forma information above includes the following adjustments to net income (loss) in the appropriate pro forma periods (in thousands):
| Year Ended December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| An (increase) in amortization expense related to the fair value of acquired identifiable intangible assets, net of the amortization expense already reflected in actual historical results | $ | (3,512) | $ | (73,121) | |||||||
| A decrease (increase) in expenses related to the TSA | $ | 7,000 | $ | (7,000) | |||||||
| A net increase in revenue related to fair value adjustment | $ | — | $ | 1,902 | |||||||
| A decrease (increase) in expenses related to transaction expenses | $ | 16,899 | $ | (7,341) | |||||||
| An (increase) in interest cost | $ | — | $ | (2,641) | |||||||
| A decrease in expenses related to transaction bonuses | $ | 1,101 | $ | 8,899 | |||||||
| An (increase) due to replacement stock awards | $ | (1,221) | $ | (10,145) | |||||||
| An (increase) decrease in income tax provision | $ | (4,654) | $ | 20,535 |
The unaudited supplemental pro forma information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisitions taken place on the date indicated, or of the Company's future consolidated results of operations. The supplemental pro forma information presented above has been derived from the Company's historical consolidated financial statements and from the historical accounting records of Wurl, the MoPub business, and Adjust.
Asset Dispositions
During the fourth quarter of 2022, the Company completed the sale of certain non-strategic assets for $44.0 million as part of its operational optimization of the Apps reportable segment. As a result of the sale, the Company recorded a total net loss of $74.9 million in cost of revenue in the Company's consolidated statements of operations.
**7.**Goodwill and Intangible Assets, Net
During the second quarter of 2022, the Company revised the presentation of its segment information to reflect changes in the way the Company manages and evaluates the business. As a result, beginning in the second quarter of 2022, the Company reports operating results based on two reportable segments—Software Platform and Apps. This change also resulted in a change in reporting units to coincide with the new operating segments. Given the change in reporting units, the Company performed a relative fair value calculation to allocate historical goodwill of $1.8 billion between the two new reporting units, with $1.5 billion and $0.3 billion of goodwill allocated to Software Platform and Apps, respectively. The Company also performed a qualitative impairment test immediately before and after the change in reporting units and determined that it is not more likely than not that the fair value of the reporting units is less than their carrying amounts, including goodwill. Accordingly, the Company concluded that the goodwill relating to those reporting units was not impaired.
The following table presents the changes in the carrying amount of goodwill by reporting unit (in thousands):
| Software Platform | Apps | Total | |||||||||
| December 31, 2021 | $ | 966,427 | |||||||||
| Additions | 891,387 | ||||||||||
| Foreign currency translation | (38,710) | ||||||||||
| Segment allocation in the second quarter of 2022 | $ | 1,473,474 | $ | 345,630 | 1,819,104 | ||||||
| Additions | 5,281 | — | 5,281 | ||||||||
| Foreign currency translation | (519) | (111) | (630) | ||||||||
| December 31, 2022 | 1,478,014 | 345,741 | 1,823,755 | ||||||||
| Additions | — | — | — | ||||||||
| Foreign currency translation | 19,095 | — | 19,095 | ||||||||
| December 31, 2023 | $ | 1,497,109 | $ | 345,741 | $ | 1,842,850 |
Intangible assets, net consisted of the following (in thousands):
| Weighted- Average Remaining Useful Life (Years) | As of December 31, 2023 | As of December 31, 2022 | |||||||||||||||||||||||||||||||||||||||
| Gross Carrying Value | Accumulated Amortization | Net Book Value | Gross Carrying Value | Accumulated Amortization | Net Book Value | ||||||||||||||||||||||||||||||||||||
| Apps | 3.8 | $ | 1,818,907 | $ | (1,152,611) | $ | 666,296 | $ | 1,790,820 | $ | (836,375) | $ | 954,445 | ||||||||||||||||||||||||||||
| Customer relationships | 8.2 | 519,175 | (111,374) | 407,801 | 515,084 | (58,881) | 456,203 | ||||||||||||||||||||||||||||||||||
| User base | 2.3 | 68,817 | (46,874) | 21,943 | 68,817 | (37,122) | 31,695 | ||||||||||||||||||||||||||||||||||
| License asset | 2.0 | 59,207 | (31,003) | 28,204 | 59,207 | (16,901) | 42,306 | ||||||||||||||||||||||||||||||||||
| Developed technology | 3.6 | 207,900 | (88,716) | 119,184 | 206,060 | (53,879) | 152,181 | ||||||||||||||||||||||||||||||||||
| Other | 3.8 | 71,196 | (21,989) | 49,207 | 53,933 | (13,103) | 40,830 | ||||||||||||||||||||||||||||||||||
| Total intangible assets | $ | 2,745,202 | $ | (1,452,567) | $ | 1,292,635 | $ | 2,693,921 | $ | (1,016,261) | $ | 1,677,660 |
The Company recorded amortization expenses related to acquired intangible assets as follows (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Cost of revenue | $ | 382,956 | $ | 448,462 | $ | 373,726 | |||||||||||
| Sales and marketing | 67,190 | 66,173 | 22,661 | ||||||||||||||
| Total | $ | 450,146 | $ | 514,635 | $ | 396,387 |
As of December 31, 2023, the expected future amortization expense related to acquired intangible assets is estimated as follows (in thousands):
| 2024 | $ | 295,810 | |||
| 2025 | 295,810 | ||||
| 2026 | 274,394 | ||||
| 2027 | 216,621 | ||||
| 2028 | 49,450 | ||||
| Thereafter | 160,550 | ||||
| Total | $ | 1,292,635 |
**8.**Leases
The Company leases real estate property under operating leases. The Company also leases networking equipment under arrangements with certain providers of IT infrastructure services which were accounted as finance leases or operating leases.
The Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company estimates its incremental borrowing rate to discount the lease payments based on information available at lease commencement date or on the date of lease modification, if applicable. The Company determines its incremental borrowing rate based on the rate of interest it would have to pay to borrow on a collateralized basis with an equal lease payment amount, over a similar term, and in a similar economic environment.
Operating Leases—The Company has entered into various non-cancelable operating leases primarily for its office facilities. The most significant leases are related to the Company's corporate headquarters in Palo Alto, California. As of December 31, 2023, the remaining lease terms varied from 1.1 to 6.2 years. For certain leases, the Company has an option to extend the lease term for periods varying from 1 to 5 years. These renewal options are not considered in the remaining lease
term unless it is reasonably certain that the Company will exercise such options. For leases with an initial term greater than 12 months, the Company has recorded a right-of-use asset and lease liability representing the fixed component of the lease payments.
Further, the Company leases certain networking equipment, colocation space and office space under lease arrangements with terms 12 months or less, which are classified as short-term leases.
The table below presents the operating lease-related assets and liabilities (in thousands):
| Year Ended December 31, | |||||||||||
| Balance Sheet Classification | 2023 | 2022 | |||||||||
| Operating lease right-of-use assets | $ | 48,210 | $ | 60,379 | |||||||
| Current operating lease liabilities | $ | 13,605 | $ | 14,334 | |||||||
| Non-current operating lease liabilities | $ | 42,905 | $ | 54,153 | |||||||
| Weighted-average remaining term (years) | 4.1 | 4.9 | |||||||||
| Weighted-average discount rate | 5.2 | % | 5.1 | % |
The table below presents certain information related to the lease costs for operating leases which are allocated to cost of revenue, sales and marketing, research and development, and general and administrative expenses (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Operating lease cost | $ | 16,674 | $ | 20,783 | $ | 28,676 | |||||||||||
| Short-term lease cost | 1,406 | 1,272 | 9,683 | ||||||||||||||
| Variable lease cost | 4,923 | 1,419 | 7,862 | ||||||||||||||
| Total lease cost | $ | 23,003 | $ | 23,474 | $ | 46,221 |
Cash paid for amounts included in the measurement of operating lease liabilities was $17.1 million, $22.0 million and $25.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. Right-of-use assets acquired under operating leases was $6.5 million, $7.1 million and $6.1 million for the years ended December 31, 2023 , 2022 and 2021, respectively.
Finance Leases—The Company has entered into various non-cancelable finance leases primarily for networking equipment with weighted average remaining lease term of approximately 7.0 years. The Company has recorded a right-of-use asset and lease liability representing the fixed component of the lease payments.
The table below presents the finance lease-related assets and liabilities (in thousands):
| Year Ended December 31, | ||||||||||||||
| 2023 | 2022 | Balance Sheet Classification | ||||||||||||
| Finance lease right-of-use assets | $ | 159,414 | $ | 65,187 | Property and equipment, net | |||||||||
| Current finance lease liabilities | $ | 19,683 | $ | 22,304 | Accrued and other current liabilities | |||||||||
| Non-current finance lease liabilities | $ | 144,174 | $ | 44,736 | Other non-current liabilities | |||||||||
| Weighted-average remaining term (years) | 7.0 | 3.4 | ||||||||||||
| Weighted-average discount rate | 5.6 | % | 5.0 | % |
The Company recognized depreciation expenses related to finance lease of networking equipment of $22.7 million, $24.1 million and $17.8 million for the years ended December 31, 2023, 2022 and 2021, respectively. The Company recognized interest expenses related to finance lease of networking equipment of $7.0 million, $2.8 million and $1.5 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Cash paid for amounts included in the measurement of finance lease liabilities was $20.2 million, $24.1 million and $15.3 million for the years ended December 31, 2023, 2022 and 2021, respectively.
One of the Company’s 2020 acquired companies entered into a sublease agreement in 2017. This agreement was with an unrelated third party to occupy approximately 104,852 square feet of the Company’s office space. The Company recorded rent expense on a straight-line basis for the lease, net of sublease income. The sublease agreement expired as of December 31, 2022.
For the years ended December 31, 2023 and 2022, the Company has the following operating sublease information (in thousands):
| Year Ended December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Fixed sublease expense | $ | 627 | $ | 4,736 | |||||||
| Variable sublease expense | 153 | 1,023 | |||||||||
| Sublease income | (597) | (5,334) | |||||||||
| Variable sublease income | (153) | (1,023) | |||||||||
| Net sublease (income) loss | $ | 30 | $ | (598) |
Undiscounted cash flow—The tables below reconcile the undiscounted cash flows for each of the first five years and total of the remaining years to the operating and finance lease liabilities recorded in the consolidated balance sheets (in thousands):
| As of December 31, 2023 | |||||||||||||||||
| Operating Leases | Finance Leases | Total | |||||||||||||||
| 2024 | $ | 16,046 | $ | 27,511 | $ | 43,557 | |||||||||||
| 2025 | 15,531 | 27,471 | 43,002 | ||||||||||||||
| 2026 | 13,906 | 27,448 | 41,354 | ||||||||||||||
| 2027 | 11,368 | 27,446 | 38,814 | ||||||||||||||
| 2028 | 4,802 | 27,446 | 32,248 | ||||||||||||||
| Thereafter | 694 | 54,893 | 55,587 | ||||||||||||||
| Total lease payments | 62,347 | 192,215 | 254,562 | ||||||||||||||
| Less: amount representing interest | (5,837) | (28,358) | (34,195) | ||||||||||||||
| Present value of future lease payments | 56,510 | 163,857 | 220,367 | ||||||||||||||
| Less: current obligations under leases | (13,605) | (19,683) | (33,288) | ||||||||||||||
| Non-current lease obligations | $ | 42,905 | $ | 144,174 | $ | 187,079 |
As of December 31, 2023, the Company did not have any additional significant lease that had not yet commenced.
**9.**Credit Agreement
On August 15, 2018, the Company entered into a credit agreement with the lenders party thereto and Bank of America, N.A., as administrative agent for the lenders, which has been amended multiple times (the “Credit Agreement”; as amended, the “Amended Credit Agreement”). The Amended Credit Agreement provides for senior secured credit facilities consisting of two term loans (the “Term Loans”), with each having an outstanding balance of $1.5 billion, and a Revolving Credit Facility, with a maximum commitment of $610.0 million, as of December 31, 2023. During the third quarter of 2023, the Company drew down $185.0 million from the Revolving Credit Facility, with a remaining unused commitment of $418.7 million as of December 31, 2023, which is net of outstanding letters of credit of $6.3 million.
The Term Loans mature on October 25, 2028 and August 19, 2030. The Company is required to make equal quarterly repayments of $3.8 million for each term loan with the remaining balance due on the respective maturity date. The Revolving Credit Facility matures on June 12, 2028.
The Term Loans and the borrowings under the Revolving Credit Facility bear interest at a rate equal to an applicable margin plus, at the Company’s option, either (a) a secured overnight financing rate (“SOFR”) for a specified term, subject to a 0.50% floor, or (b) a base rate equal to the highest of (i) the prime rate then in effect, (ii) the federal funds rate, plus 0.50% and (iii) the SOFR rate for a one-month interest period, plus 1.00%. The applicable margin with respect to the Term Loans is equal to 3.10% in the case of SOFR loans and 2.00% in the case of base rate loans. The applicable margin with respect to the amounts outstanding under the Revolving Credit Facility is between 2.10% to 2.35% in the case of SOFR loans and between 1.00% and 1.25% in the case of base rate loans, based on the Company maintaining certain leverage ratios. The fee for unused commitments under the Revolving Credit Facility ranges, based on the applicable leverage, from 0.25% to 0.50%. As of December 31, 2023, the interest rates for the Term Loans and the borrowings under the Revolving Credit Facility were 8.45% and 7.45%, respectively, and the fee for unused commitments under the Revolving Credit Facility was 0.25%.
The Company may be required to prepay certain outstanding amounts in the event of certain circumstances or transactions and is permitted to voluntarily prepay or repay outstanding loans under the Revolving Credit Facility or Term Loans at any time, in whole or in part, subject to prior written notice, minimum amount requirements, and customary “breakage” costs with respect to SOFR loans. Amounts prepaid under the Revolving Credit Facility may subsequently be reborrowed.
The Company’s obligations under the Credit Agreement are secured by substantially all of the assets of the Company and its domestic subsidiary guarantors (other than customarily excluded assets).
The Credit Agreement contains customary affirmative and negative covenants, including covenants limiting the ability of AppLovin and its restricted subsidiaries to, among other things, incur debt, grant liens, undergo certain fundamental business changes, make investments, pay-out dividends to third parties, dispose of assets, and enter into transactions with affiliates, in each case, subject to limitations and exceptions set forth in the Credit Agreement. The Credit Agreement also contains customary events of default that include, among other things, certain payment defaults, cross defaults to other indebtedness, covenant defaults, change of control defaults, judgment defaults, and bankruptcy and insolvency defaults. If an event of default exists, the lenders may require the immediate payment of all obligations under the Credit Agreement and may exercise certain other rights and remedies provided for under the Credit Agreement, the other loan documents and applicable law. As of December 31, 2023, the Company was in compliance with all covenants.
During the third quarter of 2023, the Company entered into a refinancing transaction under which the Company replaced a previous term loan with one of the Term Loans. The Company evaluated the transaction on a creditor-by-creditor basis to determine the appropriate application of modification or extinguishment accounting and recorded a loss on extinguishment of debt of $4.3 million in interest expense and loss on settlement of debt, and an expense for third-party costs related to modification of debt of $11.1 million, in other income (expense), net, in the Company’s consolidated statement of operations for the year ended December 31, 2023. The Company recorded the refinanced term loan at face value less unamortized debt discount and issuance cost of $19.4 million, which is amortized over the term of the refinanced term loan using the effective interest method.
The following table presents the amount of interest expense recognized relating to the contractual interest expense, the amortization of the debt discount and issuance costs, and loss on debt extinguishment with respect to the Company's term loans, for the years ended December 31, 2023, 2022, and 2021 (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Contractual interest expense | $ | 262,607 | $ | 162,150 | $ | 70,882 | |||||||||||
| Amortization of debt discount and issuance costs | 8,256 | 9,887 | 7,442 | ||||||||||||||
| Loss on debt extinguishment | 4,337 | — | 16,852 | ||||||||||||||
| Total interest expense from term loans | $ | 275,200 | $ | 172,037 | $ | 95,176 |
The aggregate future maturities of long-term debt as of December 31, 2023 are as follows (in thousands):
| 2024 | $ | 30,000 | |||
| 2025 | 30,000 | ||||
| 2026 | 30,000 | ||||
| 2027 | 30,000 | ||||
| 2028 | 1,428,750 | ||||
| Thereafter | 1,417,500 | ||||
| Total outstanding term loan principal | $ | 2,966,250 | |||
| Revolver credit facility | 185,000 | ||||
| Unaccreted discount and debt issuance costs | (30,344) | ||||
| Total debt | $ | 3,120,906 | |||
| Less: short-term debt | 215,000 | ||||
| Long-term debt | $ | 2,905,906 |
**10.**Equity
Initial Public Offering and Capital Structure Change
The Company’s registration statement on Form S-1 (the “IPO Registration Statement”) related to its IPO was declared effective on April 14, 2021, and the Company’s Class A common stock began trading on the Nasdaq Global Select Market on April 15, 2021. On April 19, 2021, the Company completed its IPO, in which the Company sold 22,500,000 shares of Class A common stock at price to the public of $80.00 per share. The Company received aggregate net proceeds of $1.75 billion after deducting underwriting discounts and commissions of $47.2 million and offering expenses of $7.9 million subject to certain cost reimbursements. KKR Capital Markets LLC ("KKR Capital Markets") was an underwriter for the IPO and is an affiliate of KKR Denali Holdings L.P. (“KKR Denali”), who is a principal stockholder of the Company. The Company used $400.0 million of the net proceeds from the IPO to repay the entire then outstanding amount under the Revolving Credit Facility. KKR Capital Markets is a lender under the Revolving Credit Facility and an affiliate of KKR Denali, a principal stockholder of the Company. For additional information, see Note 9 - Credit Agreement.
Following the effectiveness of the IPO Registration Statement, the Company filed the IPO Certificate. The IPO Certificate authorized a total of 1,500,000,000 shares of Class A common stock, 200,000,000 shares of Class B common stock, 150,000,000 shares of Class C common stock, and 100,000,000 shares of preferred stock. Upon the filing and effectiveness of the IPO Certificate, all shares of Class F common stock and Series A convertible preferred stock then outstanding automatically converted into the equivalent number of shares of Class A common stock, respectively (the “Capital
Stock Conversions”). Following the Capital Stock Conversions and immediately prior to the completion of the IPO, a total of 150,307,622 shares of Class A common stock held by Adam Foroughi, the Company’s co-founder, CEO, and Chairperson; Herald Chen, the Company’s former President and Chief Financial Officer, and a member of the Company’s board of directors; and KKR Denali (collectively with certain affiliates, the Class B Stockholders) were exchanged for an equivalent number of shares of Class B common stock pursuant to the terms of certain exchange agreements.
Preferred Stock
The preferred stock may be issued from time to time in one or more series. The Company's board of directors is authorized to determine the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof.
Common Stock
The rights of the holders of all classes of common stock pursuant to the IPO Certificate are as follows:
The rights of the holders of Class A common stock, Class B common stock, and Class C common stock (referred to together as the “common stock”) are identical, except with respect to voting and conversion.
Voting Rights
Holders of the Class A common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders, holders of the Class B common stock are entitled to 20 votes for each share held on all matters submitted to a vote of stockholders, and holders of the Class C common stock are not entitled to vote on any matter that is submitted to a vote of stockholders, except as otherwise required by law. The holders of the Class A common stock and Class B common stock will vote together as a single class, unless otherwise required by law. Under the IPO Certificate, approval of the holders of at least a majority of the outstanding shares of the Class B common stock voting as a separate class will be required to increase the number of authorized shares of the Class B common stock. In addition, Delaware law could require either holders of the Class A common stock, the Class B common stock, or the Class C common stock to vote separately as a single class in the following circumstances:
-
if the Company were to seek to amend the IPO Certificate to increase or decrease the par value of a class of stock, then that class would be required to vote separately to approve the proposed amendment; and
-
if the Company were to seek to amend the IPO Certificate in a manner that alters or changes the powers, preferences or special rights of a class of stock in a manner that affected its holders adversely, then that class would be required to vote separately to approve the proposed amendment.
Until the date on which the final conversion of all outstanding shares of Class B common stock pursuant to the terms of the IPO Certificate occurs, approval of at least two-thirds of the outstanding shares of the Company’s Class B common stock voting as a separate class will be required to amend or modify any provision of the IPO Certificate inconsistent with, or otherwise alter, any provision of the IPO Certificate to modify the voting, conversion, or other rights, powers, preferences, privileges, or restrictions of the Company’s Class B common stock.
Upon the closing of the IPO, the Class B Stockholders held all of the issued and outstanding shares of the Company’s Class B common stock. The Class B Stockholders have entered into a voting agreement (the “Voting Agreement”) whereby all Class B common stock held by the Class B Stockholders and their respective permitted entities and permitted transferees will be voted as determined by two of Mr. Foroughi, Mr. Chen, and KKR Denali (one of which must be Mr. Foroughi).
Dividend Rights
Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of the Company’s common stock will be entitled to receive dividends out of funds legally available if the Company’s Board, in its discretion, determines to issue dividends and then only at the times and in the amounts that the Company’s Board may determine.
No Preemptive or Similar Rights
The Company’s common stock will not be entitled to preemptive rights, and is not subject to conversion, redemption or sinking fund provisions.
Right to Receive Liquidation Distributions
If the Company becomes subject to a liquidation, dissolution or winding-up, the assets legally available for distribution to the Company’s stockholders would be distributable ratably among the holders of the Company’s common stock and any participating preferred stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock.
Conversion of Class B Common Stock
Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. Following the closing of the IPO, shares of Class B common stock will automatically convert into shares of Class A common stock upon sale or transfer except for certain transfers described in the IPO Certificate, including transfers for
estate planning, transfers among KKR Denali and its affiliates, or other transfers among the Class B Stockholders. Withdrawal from the Voting Agreement constitutes a transfer.
Each share of Class B common stock will convert automatically into one share of Class A common stock upon the date fixed by the Company’s Board that is no less than 61 days and no more than 180 days following the date on which (i) the Voting Agreement is terminated or (ii) Adam Foroughi is no longer involved with the Company as a member of the Board or as an executive officer.
Conversion of Class C Common Stock
After the conversion or exchange of all outstanding shares of the Company’s Class B common stock into shares of Class A common stock, all outstanding shares of Class C common stock will convert automatically into Class A common stock, on a share-for-share basis, on the date or time specified by the holders of a majority of the outstanding shares of Class A common stock, voting as a separate class.
Stock Repurchase Program
In February 2022, the Company's Board authorized the repurchase of up to $750.0 million of the Company’s Class A common stock. Repurchases may be made from time to time through open market purchases or through privately negotiated transactions, subject to market conditions, applicable legal requirements and other relevant factors. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company may also, from time to time, enter into Rule 10b-5 trading plans, to facilitate repurchases of shares. In May and August 2023, the Company's Board authorized increases to the repurchase program of $296.0 million and $447.6 million, respectively.
The repurchase program does not obligate the Company to acquire any particular amount of Class A common stock, has no expiration date and may be modified, suspended, or terminated at any time at the Company's discretion. During the twelve months ended December 31, 2023 and 2022, the Company repurchased 46,665,285 and 9,042,407 shares of Class A common stock for an aggregate amount, including commissions and fees, of $1,153.6 million and $338.8 million, respectively.
**11.**Stock-based Compensation
2011 Equity Incentive Plan
The Company’s 2011 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock units ("RSUs"), stock appreciation rights ("SARs") and restricted stock to the Company's employees, directors, consultants, and other service providers of the Company. Immediately prior to the effectiveness of the 2021 Plan, the 2011 Plan was terminated, and no further awards were granted thereunder. All outstanding awards under the 2011 Plan continue to be governed by their existing terms.
2021 Equity Incentive Plan
The 2021 Equity Incentive Plan (the “2021 Plan”) provides for the grant of RSUs, nonstatutory stock options, restricted stock, SARs, performance units, and performance shares to the Company’s employees, directors, consultants and other service providers. A total of 39,000,000 shares of the Company’s Class A common stock were initially reserved for issuance under the 2021 Plan. In addition, the shares reserved for issuance under our 2021 Plan include any shares subject to awards granted under the 2011 Plan in the case of certain occurrences, such as expirations, terminations, exercise and tax-related withholding, or failures to vest. The number of shares available for issuance under the 2021 Plan also include an annual increase of shares, equal to the least of (a) 39,000,000 shares, (b) five percent (5%) of the outstanding shares of all classes of the Company’s common stock as of the last day of the immediately preceding fiscal year, or (c) such other amount as the Company’s Board may determine. As of December 31, 2023, a total of 47,217,073 shares were reserved for future issuance under the 2021 Plan.
2021 Partner Studio Incentive Plan
The 2021 Partner Studio Incentive Plan (the “2021 Partner Plan”) provides for the grant of nonstatutory stock options, restricted stock, RSUs, SARs, performance units, and performance shares to individuals or entities engaged by the Company to render bona fide services. A total of 390,000 shares of the Company’s Class A common stock were initially reserved for issuance pursuant to the 2021 Partner Plan. In 2022, the Board reserved an additional 2,000,000 shares of Class A common stock for issuance under the 2021 Partner Plan. As of December 31, 2023, a total of 1,483,999 shares were reserved for future issuance under the 2021 Partner Plan.
Employee Stock Purchase Plan ("ESPP")
The ESPP permits participants to purchase shares of the Company’s Class A common stock through contributions of up to 15% of their eligible compensation. The ESPP provides for consecutive, overlapping 24-month offering periods, during which the contributed amount by the participant will be used to purchase shares of the Company’s Class A common stock at the end of each 6-month purchase period with the purchase price of the shares being 85% of the lower of the fair market value of the Company’s Class A common stock on the first day of an offering period or on the exercise date. No participant may purchase, in any one purchase period, more than 590 shares of Class A common stock, or 3,500 shares of Class A common stock for offering periods commencing on or after May 20, 2023. Participants may end their participation at any time during an offering and will be
paid their accrued contributions that have not yet been used to purchase shares. Participation ends automatically upon termination of employment with the Company.
A total of 7,800,000 shares of the Company’s Class A common stock were initially reserved for issuance under the ESPP. The number of shares available for issuance under the ESPP also include an annual increase of shares, equal to the least of: (a) 7,800,000 shares, (b) one percent (1%) of the outstanding shares of all classes of the Company’s common stock as of the last day of the immediately preceding fiscal year, or (c) such other amount as the Company’s board of directors may determine. As of December 31, 2023, a total of 14,602,928 shares were reserved for future issuance under the ESPP.
PSUs
In March 2023, the Company’s Board, upon recommendation of the Compensation Committee of the Board (the "Compensation Committee"), granted to each of Adam Foroughi, the Company’s CEO and Chairperson, and Vasily Shikin, the Company’s CTO, 6,902,000 performance-based RSUs (“PSUs”), and delegated authority to Mr. Foroughi to grant up to additional 3,451,000 PSUs to non-executive employees (the "Additional Participants") in consultation with the chair of the Compensation Committee under the 2021 Plan. The PSUs are divided into five equal tranches that are eligible to vest based on the achievement of certain stock price targets (see below), measured based on the minimum closing price of the Company’s Class A common stock over a consecutive 30 trading day period during the five-year performance period beginning on the date of grant, subject to the recipient’s continued employment through the applicable vesting date. In the event of a change in control of the Company during the performance period, any unvested PSUs are eligible to vest a pro-rated amount if the per share transaction price in the change in control is between two stock price targets that have not previously been achieved, subject to the recipient’s continued employment through the date immediately prior to the change in control. PSUs for Mr. Foroughi and Mr. Shikin may continue to vest for up to one year after termination of employment if certain conditions are met. In April 2023, the remaining 3,451,000 PSUs were granted to the Additional Participants.
The following table presents the number of PSUs that are eligible to vest based on the achievement of the respective stock price targets for each of Mr. Foroughi, Mr. Shikin and the Additional Participants (in aggregate):
| PSUs Eligible to Vest | ||||||||||||||||||||
| Company Stock Price Target | Adam Foroughi | Vasily Shikin | Additional Participants (in aggregate) | |||||||||||||||||
| $ | 36.00 | 1,380,400 | 1,380,400 | 690,200 | ||||||||||||||||
| $ | 46.75 | 1,380,400 | 1,380,400 | 690,200 | ||||||||||||||||
| $ | 57.50 | 1,380,400 | 1,380,400 | 690,200 | ||||||||||||||||
| $ | 68.25 | 1,380,400 | 1,380,400 | 690,200 | ||||||||||||||||
| $ | 79.00 | 1,380,400 | 1,380,400 | 690,200 | ||||||||||||||||
| 6,902,000 | 6,902,000 | 3,451,000 |
A summary of the PSU activities is as follows (in thousands, except share and per share data):
| Number of Performance Stock Units | Weighted Average Grant Date Fair Value | Aggregate Intrinsic Value | |||||||||||||||
| Balances at December 31, 2022 | — | $ | — | $ | — | ||||||||||||
| Granted | 17,255,000 | 7.20 | |||||||||||||||
| Vested | (3,451,000) | 7.20 | |||||||||||||||
| Balances at December 31, 2023 | 13,804,000 | $ | 7.20 | $ | 550,089 |
The Company used a Monte Carlo simulation model to calculate the grant date fair value of the PSUs and the derived service period for each of the five vesting tranches, which is the measure of the expected time to achieve the respective stock price target, as described above. The Monte Carlo simulation model incorporates the likelihood of achieving the stock price targets and requires the input of assumptions including the underlying stock price, expected volatility, risk-free rate and dividend yield. The Company also applied a discount for lack of marketability to the value of PSUs for employees other than the CEO as the shares issued for these awards are subject to a holding period of approximately one year.
The following assumptions were used to estimate the fair value of PSUs:
| Year Ended December 31, | |||||
| 2023 | |||||
| Stock price on the date of grant | $12.41 - $16.43 | ||||
| Expected volatility | 73.76% - 73.95% | ||||
| Risk-free interest rate | 3.58% - 3.60% | ||||
| Discount for lack of marketability | 20.43% - 20.65% | ||||
| Dividend yield | 0% |
The Company recognizes stock-based compensation expense over the derived service period of each of the five vesting tranches, ranging from 1.7 to 3.1 years, using the accelerated attribution method. If the stock price targets are met sooner than the derived service period, the Company will adjust its stock-based compensation expense to reflect the cumulative expense associated with the vested awards. Subject to continued employment of the recipients, the Company will recognize stock-based compensation expense over the derived service period, regardless of whether the stock price targets are achieved. As of December 31, 2023 unrecognized stock-based compensation expense related to the PSU grants was $66.9 million which will be recognized over the remaining derived service period of each unvested tranche. The fair value of PSUs vested as of the vesting dates during the year ended December 31, 2023 was $132.7 million.
RSUs
A summary of the RSU activities is as follows (in thousands, except share and per share data):
| Number of Restricted Stock Units | Weighted Average Grant Date Fair Value | Aggregate Intrinsic Value | |||||||||||||||
| Balances at December 31, 2022 | 15,616,743 | $ | 29.87 | $ | 164,444 | ||||||||||||
| Granted | 8,230,406 | 25.11 | |||||||||||||||
| Vested | (13,668,092) | 18.89 | |||||||||||||||
| Cancelled | (969,748) | 36.14 | |||||||||||||||
| Balances at December 31, 2023 | 9,209,309 | $ | 41.14 | $ | 366,991 |
In general, the Company's RSUs vest over a service period of 1 or 4 years. As of December 31, 2023, there was $336.1 million of unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of 1.49 years. The fair value of RSUs vested as of the vesting dates during the year ended December 31, 2023 was $403.1 million.
ESPP
The weighted-average assumptions used to estimate the fair value of shares to be issued under the ESPP are as follows:
| Year Ended December 31, | |||||||||||
| 2023 | 2022 | 2021 | |||||||||
| Weighted-average expected term | 1.25 | 1.25 | 1.25 | ||||||||
| Expected volatility | 62 | % | 62 | % | 44 | % | |||||
| Risk-free interest rate | 4.94 | % | 3.35 | % | 0.17 | % | |||||
| Dividend yield | 0 | % | 0 | % | 0 | % |
During the year ended December 31, 2023, 375,051 shares of Class A common stock were purchased under the ESPP. As of December 31, 2023, total unrecognized compensation cost related to the ESPP was $4.8 million, which will be amortized over a weighted-average period of 1.16 years.
Stock Options
A summary of the stock option activities is as follows (in thousands, except share and per share data):
| Number of Options | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Term (Years) | |||||||||||||||
| Balances at December 31, 2022 | 12,715,804 | $ | 6.38 | 6.8 | |||||||||||||
| Granted | 31,074 | 25.55 | |||||||||||||||
| Exercised | (2,826,105) | 7.40 | |||||||||||||||
| Forfeited | (106,141) | 9.43 | |||||||||||||||
| Balances at December 31, 2023 | 9,814,632 | $ | 6.11 | 5.8 | |||||||||||||
| Vested and exercisable at December 31, 2023 | 9,402,839 | $ | 5.87 | 5.7 | |||||||||||||
| Vested and expected to vest at December 31, 2023 | 8,437,259 | $ | 6.57 | 6.0 |
The weighted-average assumptions used to estimate the fair value of stock options granted are as follows:
| Year Ended December 31, | ||||||||
| 2023 | 2021 | |||||||
| Weighted-average expected term | 5.46 | 5.21 | ||||||
| Expected volatility | 69 | % | 43 | % | ||||
| Risk-free interest rate | 4.21 | % | 0.48 | % | ||||
| Dividend yield | 0 | % | 0 | % |
No stock option was granted during the year ended December 31, 2022.
The aggregate intrinsic value of options outstanding as of December 31, 2023 and 2022, was $331.1 million and $63.6 million, respectively. As of December 31, 2023 there was approximately $8.5 million of total unrecognized compensation costs related to unvested options granted, which is expected to be recognized over the weighted-average vesting period of 0.74 years. The total intrinsic value of share options exercised during the years ended December 31, 2023, 2022, and 2021 was $60.1 million, $87.5 million, and $622.1 million, respectively.
**Early Exercise of Stock Options—**Subject to the Board’s approval, the Plan allows for the early exercise of options granted. Under the terms of the Plan, option holders, upon early exercise, must sign a restricted stock purchase agreement that gives the Company the right to repurchase any unvested shares, at the original exercise price, in the event the optionees’ employment terminates for any reason. The right to exercise options before they are vested does not change existing vesting schedules in any way and the early exercised options may not be sold or transferred before they are vested. The repurchase right lapses over time as the shares vest at the same rate as the original option vesting schedule. The cash amounts received in exchange for these early exercised shares are recorded as a liability on the accompanying balance sheets and reclassified into common stock and additional paid-in-capital as the shares vest. The Company’s right to repurchase these shares lapses by 1/4th of the shares on the 1-year anniversary of the vesting start date and ratably each month over the next 36-months. Shares subject to repurchase as a result of early exercised options were not material as of December 31, 2023 or 2022.
During the years ended December 31, 2021 and 2020, the Company provided financing to certain employees in the form of promissory notes to early exercise stock options. These promissory notes are partially collateralized by shares and in-substance are nonrecourse. For accounting purposes, exercised options via nonrecourse promissory notes are not substantive and are continued to be treated as options. In February 2021, promissory notes issued to executive officers in the amount of $20.9 million were settled through either share repurchase, in the amount of $17.2 million, or cash payment, in the amount of $3.7 million. In connection with the repurchase of shares, the Company accelerated vesting of 60,968 shares of Class A common stock for one of the Company’s officers. The acceleration of vesting was accounted as an option modification with an immaterial impact to the stock-based compensation expense. The Company did not provide this type of financing to employees during the years ended December 31, 2023 and 2022.
As of December 31, 2023 and 2022, the Company had 1,399,999 and 1,399,999 shares of Class A common stock options, respectively, that were exercised via nonrecourse promissory notes of which 19,479 and 43,855 shares, respectively, were unvested and subject to repurchase. The principal balances of nonrecourse promissory notes outstanding amounted to $4.9 million and $4.9 million as of December 31, 2023 and 2022, respectively.
The Company recognized stock-based compensation expense for all equity awards for the periods indicated as follows (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Cost of revenue | $ | 5,229 | $ | 6,307 | $ | 2,335 | |||||||||||
| Sales and marketing | 79,879 | 41,533 | 15,224 | ||||||||||||||
| Research and development | 230,806 | 94,319 | 63,344 | ||||||||||||||
| General and administrative | 47,193 | 49,453 | 52,274 | ||||||||||||||
| Total stock-based compensation expense | $ | 363,107 | $ | 191,612 | $ | 133,177 |
For the years ended December 31, 2023, 2022 and 2021, the Company recognized net income tax benefit (deficiency) related to stock-based compensation of $34.3 million, $(10.9) million and $24.5 million, respectively.
**12.**Net Income (Loss) Per Share
The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to 20 votes per share. Each share of Class B common stock is convertible into a share of Class A common stock voluntarily at any time by the holder, and automatically upon certain events. The Class A common stock has no conversion rights. As the liquidation and dividend rights are identical for Class A and Class B common stock, the undistributed earnings are allocated on a proportional basis and the resulting net loss per share attributable to common stockholders will, therefore, be the same for both Class A and Class B common stock on an individual or combined basis.
The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders for the years ended December 31, 2023, 2022 and 2021 (in thousands, except share and per share data):
| Year Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| BASIC EPS | |||||||||||||||||
| Numerator: | |||||||||||||||||
| Net income (loss) | $ | 356,711 | $ | (192,746) | $ | 35,446 | |||||||||||
| Less: | |||||||||||||||||
| Income attributable to convertible preferred stock | — | — | (3,209) | ||||||||||||||
| Income attributable to options exercises by promissory notes | (1,412) | — | (387) | ||||||||||||||
| Income attributable to unvested early exercised options | (23) | — | (95) | ||||||||||||||
| Income attributable to common stock subject to share repurchase agreements | (334) | — | — | ||||||||||||||
| Income attributable to unvested RSA's | — | — | (52) | ||||||||||||||
| Net income (loss) attributable to Class A and Class B common stockholders | $ | 354,942 | $ | (192,746) | $ | 31,703 | |||||||||||
| Denominator: | |||||||||||||||||
| Weighted-average shares used in computing net income (loss) per share: Basic | 351,952,187 | 371,568,011 | 324,836,076 | ||||||||||||||
| Net income (loss) per share attributable to common stock: Basic | $ | 1.01 | $ | (0.52) | $ | 0.10 | |||||||||||
| DILUTED EPS | |||||||||||||||||
| Numerator: | |||||||||||||||||
| Net income (loss) | $ | 356,711 | $ | (192,746) | $ | 35,446 | |||||||||||
| Less: | |||||||||||||||||
| Income attributable to convertible preferred stock | — | — | (3,058) | ||||||||||||||
| Income attributable to options exercises by promissory notes | (1,371) | — | (369) | ||||||||||||||
| Income attributable to unvested early exercised options | (23) | — | (91) | ||||||||||||||
| Income attributable to common stock subject to share repurchase agreements | (324) | — | — | ||||||||||||||
| Income attributable to unvested RSA's | — | — | (49) | ||||||||||||||
| Net income (loss) attributable to Class A and Class B common stockholders | $ | 354,993 | $ | (192,746) | $ | 31,879 | |||||||||||
| Denominator: | |||||||||||||||||
| Weighted-average shares used in computing net income (loss) per share: Basic | 351,952,187 | 371,568,011 | 324,836,076 | ||||||||||||||
| Weighted-average dilutive stock options, RSUs, and convertible security | 10,637,059 | — | 17,927,556 | ||||||||||||||
| Weighted-average shares used in computing net income (loss) per share: Diluted | 362,589,246 | 371,568,011 | 342,763,632 | ||||||||||||||
| Net income (loss) per share attributable to common stock: Diluted | $ | 0.98 | $ | (0.52) | $ | 0.09 |
The following table presents the forms of antidilutive potential common shares:
| Year Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Stock options exercised for promissory notes | 1,399,999 | 1,399,999 | 2,884,999 | ||||||||||||||
| Early exercised stock options | 3,147 | 99,372 | 487,000 | ||||||||||||||
| Unvested RSAs | — | — | 181,737 | ||||||||||||||
| Stock options | 115,229 | 11,315,805 | — | ||||||||||||||
| Unvested RSU | 3,340,992 | 15,616,743 | 291,093 | ||||||||||||||
| ESPP | 1,917 | 856,811 | 246,246 | ||||||||||||||
| Total antidilutive potential common shares | 4,861,284 | 29,288,730 | 4,091,075 |
The table above excludes any unvested PSUs since the related market conditions had not been met as of December 31, 2023.
**13.**Income Taxes
Net income (loss) before income taxes for the years ended December 31, 2023, 2022 and 2021, includes the following components (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| U.S. | $ | 14,911 | $ | 8,660 | $ | 193,161 | |||||||||||
| Foreign | 365,659 | (213,837) | (146,850) | ||||||||||||||
| Net income (loss) before income taxes | $ | 380,570 | $ | (205,177) | $ | 46,311 |
Provision for (benefit from) income taxes for the years ended December 31, 2023, 2022 and 2021 consist of the following (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Current: | |||||||||||||||||
| Federal | $ | 46,515 | $ | 74,843 | $ | 64,585 | |||||||||||
| State | 12,407 | 13,548 | 10,234 | ||||||||||||||
| Foreign | 47,309 | 1,548 | 1,914 | ||||||||||||||
| 106,231 | 89,939 | 76,733 | |||||||||||||||
| Deferred: | |||||||||||||||||
| Federal | (65,476) | (74,588) | (52,162) | ||||||||||||||
| State | (6,454) | (6,718) | (2,394) | ||||||||||||||
| Foreign | (10,442) | (20,863) | (11,204) | ||||||||||||||
| (82,372) | (102,169) | (65,760) | |||||||||||||||
| Total provision for (benefit from) income taxes. | $ | 23,859 | $ | (12,230) | $ | 10,973 |
The reconciliation of federal statutory income tax rate to the effective income tax rate is as follows (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Tax provision (benefit) at U.S. federal statutory rate | $ | 79,920 | $ | (43,034) | $ | 9,725 | |||||||||||
| State income taxes, net of federal benefit | (5,259) | (1,356) | 1,866 | ||||||||||||||
| Foreign income taxed at different rates | (39,171) | 27,114 | 10,563 | ||||||||||||||
| Global intangible low-taxed income | 19,417 | 2,917 | — | ||||||||||||||
| Stock-based compensation | (3,793) | 22,064 | (8,807) | ||||||||||||||
| Capital loss | (2,121) | (14,687) | — | ||||||||||||||
| Foreign-derived intangible income | (20,569) | (17,667) | (10,477) | ||||||||||||||
| Research and development credits | (25,128) | (11,803) | (6,193) | ||||||||||||||
| Foreign income inclusion | 919 | 357 | (2,622) | ||||||||||||||
| Change in valuation allowance | 15,182 | 21,061 | 15,905 | ||||||||||||||
| Return to Provision | 3,223 | (1,323) | (951) | ||||||||||||||
| Other | 1,239 | 4,127 | 1,964 | ||||||||||||||
| Total provision for (benefit from) income taxes | $ | 23,859 | $ | (12,230) | $ | 10,973 |
The Company operates in jurisdictions outside of the US, such as Singapore, where it has tax incentive arrangements. The Company's qualifying income earned in Singapore is taxed at reduced rates, subject to its compliance with the conditions specified in these incentives and legislative developments. These Singapore tax incentives are expected to expire in June 2028 which the Company can affirmatively elect to renew. Before taking into consideration the effects of the U.S. Tax Cuts and Jobs Act and other indirect tax impacts, the effect of these tax incentives and tax holiday decreased the provision for income taxes by approximately $38.0 million ($0.11 per diluted share) for the year ended December 31, 2023.
The following summarizes the current and deferred tax assets and liabilities (in thousands):
| As of December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Deferred tax assets: | |||||||||||
| Accrued expenses and reserves | $ | 12,558 | $ | 7,139 | |||||||
| Stock-based compensation | 11,169 | 7,439 | |||||||||
| Tax credit carryforwards | 22,896 | 11,474 | |||||||||
| Net operating loss | 24,817 | 30,144 | |||||||||
| Identified intangibles | 24,284 | 2,820 | |||||||||
| Operating lease liability | 10,201 | 13,884 | |||||||||
| Other comprehensive income | 24,540 | 30,186 | |||||||||
| Foreign tax deduction | 7,560 | 9,137 | |||||||||
| Capital loss | 17,688 | 17,125 | |||||||||
| Capitalized R&D expenses | 142,386 | 78,315 | |||||||||
| Valuation allowance | (55,822) | (40,640) | |||||||||
| Total deferred tax assets | 242,277 | 167,023 | |||||||||
| Deferred tax liabilities: | |||||||||||
| Depreciation and amortization | (1,587) | (1,976) | |||||||||
| Operating lease right-of-use assets | (6,808) | (14,107) | |||||||||
| Other | (6,909) | (693) | |||||||||
| Total deferred tax liabilities | (15,304) | (16,776) | |||||||||
| Net deferred tax assets | $ | 226,973 | $ | 150,247 |
As of December 31, 2023 and 2022, the Company has federal net operating loss carryforwards of 8.5 million and $47.9 million, respectively, to reduce future taxable income. The post-2017 Tax Act net operating losses are not subject to expiration. As of December 31, 2023 and 2022, the Company has federal tax credit carryforwards of $5.1 million and $1.7 million, respectively, to offset future tax liability. The credit carryforwards will begin to expire in 2039. As of December 31, 2023 and 2022, the Company has federal capital loss carryforward of $77.1 million and $74.0 million, respectively to reduce future capital gains. The capital loss carryforward will begin to expire in 2026.
As of December 31, 2023 and 2022, the Company has California net operating loss carryforwards of $3.6 million and $11.1 million, respectively, to reduce future taxable income. The net operating losses will begin to expire in 2037. As of December 31, 2023 and 2022, the Company has California tax credit carryforwards of 33.3 million and $17.6 million, respectively, to offset future tax liability. The credit carryforwards are not subject to expiration.
As of December 31, 2023 and 2022, the Company had Texas tax credit carryforwards of $0.5 million and $0.4 million, respectively, to offset future tax liability. The credit carryforwards will begin to expire in 2040.
As of December 31, 2023 and 2022, the Company has foreign net operating loss carryforwards of $140.5 million and $119.4 million, respectively, to reduce future taxable income, which will begin to expire in 2026.
The valuation allowance on the Company's net deferred tax assets increased by $15.2 million, $21.8 million, and $18.3 million during the years ended December 31, 2023, 2022 and 2021, respectively.
In assessing the realizability of the Company’s deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management’s assessment is based on the weight of available evidence, including cumulative losses since inception and expected future losses and as such, management believes it is more likely than not that the deferred tax assets will be realized. As of December 31, 2023, 2022 and 2021, the Company maintained a valuation allowance with respect to certain of its deferred tax assets relating primarily to certain state tax credits, U.S. capital losses and operating losses in certain non-U.S. jurisdictions that we believe are not likely to be realized.
Internal Revenue Code (IRC) Section 382 places a limitation on the amount of taxable income that can be offset by net operating loss carryforwards and tax credits after a greater than 50% change in control in ownership; California has similar rules. The Company’s capitalization described herein may have resulted in such a change. Utilization of the net operating loss carryforwards may be subject to annual limitations under IRC Section 382 and similar state provisions. The annual limitation may result in the expiration of the net operating loss carryforwards before utilization.
The Company has not provided U.S. income or foreign withholding taxes on the undistributed earnings of its foreign subsidiaries as of December 31, 2023 and 2022, because it intends to permanently reinvest such earnings outside of the U.S. If these foreign earnings were to be repatriated in the future, the related U.S. tax liability will be immaterial, due to the participation exemption put in place in the Tax Act.
Uncertain Tax Positions
The following table summarizes the activity related to the gross unrecognized tax benefits (in thousands):
| As of December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Balance at beginning of year | $ | 19,052 | $ | 18,456 | $ | 14,401 | |||||||||||
| Increases related to prior year positions | 3,522 | — | 5,027 | ||||||||||||||
| Decreases related to prior year positions | — | (2,837) | — | ||||||||||||||
| Increases related to current year positions | 13,548 | 7,083 | 2,631 | ||||||||||||||
| Decreases related to lapse of statutes | (242) | (758) | (172) | ||||||||||||||
| Decreases related to settlements | — | (2,892) | (3,431) | ||||||||||||||
| Balance at end of year | $ | 35,880 | $ | 19,052 | $ | 18,456 |
Of the unrecognized tax benefits, $23.9 million and $12.9 million represents the amount that if recognized, would favorably affect the effective income tax rate in 2023 and 2022, respectively. The Company does not expect a significant change to its unrecognized tax benefits or recorded liabilities over the next twelve months. The unrecognized tax benefits may increase or change during the next year for items that arise in the ordinary course of business.
The Company records interest and penalties related to unrecognized tax benefits in income tax expense. As of December 31, 2023, 2022 and 2021, the Company had approximately $4.0 million, $2.6 million and $3.6 million of interest and penalties, respectively.
The tax return for years 2017 through 2023 remain open to examination for federal and other major domestic taxing jurisdictions and for years 2017 through 2023 for other major foreign jurisdictions.
**14.**Segments and Geographic Information
The Company determines its operating segments based on how its CODM manages the business, allocates resources, makes operating decisions and evaluates operating performance. Beginning in the second quarter of 2022, the Company's two operating and reportable segments are as follows:
-
Software Platform*:* Software Platform generates revenue primarily from fees paid by advertisers for the placement of ads on mobile applications owned by Publishers.
-
Apps*:* Apps generates revenue when a user of one of the Apps makes an in-app purchase ("IAP Revenue") and when clients purchase the digital advertising inventory of the Company's portfolio of Apps ("IAA Revenue").
The CODM evaluates the performance of each operating segment using revenue and segment adjusted EBITDA. The Company defines segment adjusted EBITDA as revenue less expenses, excluding depreciation and amortization and certain items that the Company does not believe are reflective of the operating segments’ core operations. Expenses include indirect costs that are allocated to operating segments based on a reasonable allocation methodology, which are generally related to sales and marketing activities and general and administrative overhead. Revenue and expenses exclude transactions between the Company's operating segments. The CODM does not evaluate operating segments using asset information, and, accordingly, the Company does not report asset information by segment.
The following table provides information about the Company's reportable segments and a reconciliation of the total segment adjusted EBITDA to consolidated income (loss) before income taxes (in thousands). For comparative purposes, amounts in prior periods have been recast:
| As of December 31, | |||||||||||||||||
| 2023 | 2022 | 2021 | |||||||||||||||
| Revenue: | |||||||||||||||||
| Software Platform | $ | 1,841,762 | $ | 1,049,167 | $ | 673,952 | |||||||||||
| Apps | 1,441,325 | 1,767,891 | 2,119,152 | ||||||||||||||
| Total Revenue | $ | 3,283,087 | $ | 2,817,058 | $ | 2,793,104 | |||||||||||
| Segment Adjusted EBITDA: | |||||||||||||||||
| Software Platform | $ | 1,275,705 | $ | 808,415 | $ | 457,302 | |||||||||||
| Apps | 226,953 | 254,795 | 269,512 | ||||||||||||||
| Total Segment Adjusted EBITDA | $ | 1,502,658 | $ | 1,063,210 | $ | 726,814 | |||||||||||
| Interest expense and loss on settlement of debt | $ | (275,665) | $ | (171,863) | $ | (103,170) | |||||||||||
| Other income (expense), net | 7,831 | 18,647 | 7,545 | ||||||||||||||
| Amortization, depreciation and write-offs | (489,008) | (547,084) | (431,063) | ||||||||||||||
| Impairment and loss on disposal of long-lived assets | — | (127,892) | — | ||||||||||||||
| Non-operating foreign exchange gain | 1,224 | 164 | 1,537 | ||||||||||||||
| Stock-based compensation | (363,107) | (191,612) | (135,468) | ||||||||||||||
| Acquisition-related expense and transaction bonus | (1,047) | (21,279) | (16,887) | ||||||||||||||
| Publisher bonuses | — | (209,635) | (3,227) | ||||||||||||||
| MoPub acquisition transition services | — | (6,999) | — | ||||||||||||||
| Restructuring costs | (2,316) | (10,834) | — | ||||||||||||||
| Change in fair value of contingent consideration | — | — | 230 | ||||||||||||||
| Income (loss) before provision for tax | $ | 380,570 | $ | (205,177) | $ | 46,311 |
The following table presents long-lived assets by geographic area which consist of property and equipment, net (in thousands):
| As of December 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| United States | $ | 47,612 | $ | 25,548 | |||||||
| Germany | 79,863 | 32,044 | |||||||||
| Netherlands | 45,307 | 20,629 | |||||||||
| All other countries | 549 | 322 | |||||||||
| Total property and equipment, net | $ | 173,331 | $ | 78,543 |
For information regarding revenue disaggregated by geography, see Note 2 - Summary of Significant Accounting Policies.
**15.**Restructuring
In 2022, the Company undertook certain workforce reduction measures and recorded a total restructuring charge of $10.8 million comprising primarily of one-time termination benefits.
**16.**Related Party
KKR Capital Markets, an affiliate of KKR Denali, acted as a joint lead arranger and joint bookrunner for the Credit Agreement. KKR Denali is also one of the Company’s principal stockholders. In 2023, 2022 and 2021 , the Company paid KKR Capital Markets fees of $1.2 million, nil and $2.3 million, respectively, for services rendered in connection with the Credit Agreement.
In March 2021, the Company borrowed $250.0 million under the Revolving Credit Facility (together, the "Revolving Credit Loans"). A lender of the Revolving Credit Loans is an affiliate of KKR Denali, a principal stockholder of the Company. The Company repaid such Revolving Credit Loans in full with the net proceeds from the IPO in April 2021.
In December 2021, the Company completed a secondary offering of 7,500,000 shares of its Class A common stock, at a price of $83.00 per share, with all shares offered by certain of the Company's stockholders, including KKR Denali. The Company made a payment of $5.0 million to KKR Capital Markets in connection with the secondary offering.
In December 2019, the Company purchased 2,475,000 shares and 300,000 shares of the Company’s Class A common stock from the Company’s chief executive officer and from a Company’s Board member, respectively. The chief executive officer is also the Company’s principal stockholder. The fair value of the purchased shares was $14.0 million. The purchase of shares was paid through the issuance of two unsecured 5-year promissory notes with the principal amount of $10.0 million and $1.2 million, respectively. The promissory notes are redeemable upon the earlier of maturity, (ii) immediately prior to an acquisition of the Company as defined in the Company’s 2011 Equity Incentive Plan, or (iii) immediately prior to the Company’s filing an S-1 with the Securities and Exchange Commission. The promissory notes bear interest at a rate of 2% per annum paid annually. Both promissory notes were recorded in other non-current liabilities at the aggregated initial fair value of $9.1 million representing a discount of 19% to its principal amount and resulting in a purchase of the Company’s common stock shares below its fair value. The discount is amortized over a period of five years under the effective interest method with amortization expense included in interest expense. The shares of the Company’s Class A common stock purchased in exchange for the issuance of the promissory note were added to the pool of shares available for the grant under the Company’s 2011 Equity Incentive Plan. The Company recorded the difference between fair value of the shares purchased and the fair value of promissory notes as an increase to additional paid-in capital. In December 2021, the Company repaid both promissory notes and recognized a loss on debt extinguishment of $1.4 million based on the difference between the $11.7 million repayment amount and the carrying value of such promissory notes on the settlement date. The interest expense recognized on this note was not material for the years ended December 31, 2021 and 2020.
In May 2023, the Company repurchased 15,952,381 shares of its Class A common stock from KKR Denali Holdings L.P. ("KKR Denali") in a private transaction at a price per share equal to $21.00, for an aggregate purchase price of $335.0 million under the Company's share repurchase program. In August 2023, the Company repurchased 15,000,000 shares of its Class A common stock from KKR Denali in a private transaction at a price per share equal to $36.85, for an aggregate purchase price of $552.8 million under the Company's share repurchase program.
The Company published a mobile game app developed by a mobile game developer owned by a member of the Company's Board under a game assignment and revenue share agreement entered into in October 2020. The Company made payments to the mobile game developer under this agreement of $0.7 million during the year ended December 31, 2021. Payments for the year ended December 31, 2022 and 2023 were not material.
**17.**Subsequent Events
In February 2024, the Company's Board authorized an increase to the repurchase program of $1.250 billion, such that up to $1.252 billion of Class A common stock may be repurchased.
On February 14, 2024, the Company agreed to invest $50 million in the Series C preferred stock financing of Humans, Inc., the developer of the Flip Shop social shopping app ("Flip Shop"). The Series C financing was led by an existing investor in Flip Shop. Eduardo Vivas, a member of the Company’s Board of Directors, is expected to become the Chief Operating Officer of Flip Shop, and will serve as a member of their board of directors. On a post-investment basis, the Company will hold approximately 4.1% of fully diluted outstanding shares of Flip Shop. On February 14, 2024, Flip Shop entered into a commercial agreement with the Company related to Flip Shop's use of the Company's AXON technology.
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