Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 23, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36383 | |
Entity Registrant Name | Five9, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 94-3394123 | |
Entity Address, Address Line One | 3001 Bishop Drive | |
Entity Address, Address Line Two | Suite 350 | |
Entity Address, City or Town | San Ramon | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94583 | |
City Area Code | 925 | |
Local Phone Number | 201-2000 | |
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Trading Symbol | FIVN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 67,043,033 | |
Entity Central Index Key | 0001288847 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 176,326 | $ 220,372 |
Marketable investments | 467,143 | 383,171 |
Accounts receivable, net | 51,987 | 48,731 |
Prepaid expenses and other current assets | 19,673 | 16,149 |
Deferred contract acquisition costs, net | 23,249 | 20,695 |
Total current assets | 738,378 | 689,118 |
Property and equipment, net | 58,296 | 51,213 |
Operating lease right-of-use assets | 44,960 | 9,010 |
Intangible assets, net | 48,737 | 51,684 |
Goodwill | 165,420 | 165,420 |
Marketable investments | 0 | 42,127 |
Other assets | 3,135 | 3,236 |
Deferred contract acquisition costs, net — less current portion | 59,823 | 51,934 |
Total assets | 1,118,749 | 1,063,742 |
Current liabilities: | ||
Accounts payable | 16,056 | 17,145 |
Accrued and other current liabilities | 52,960 | 44,450 |
Operating lease liabilities | 5,478 | 3,912 |
Accrued federal fees | 5,024 | 3,745 |
Sales tax liabilities | 1,168 | 1,714 |
Finance lease liabilities | 156 | 612 |
Deferred revenue | 32,835 | 31,983 |
Total current liabilities | 113,677 | 103,561 |
Convertible senior notes | 782,241 | 643,316 |
Sales tax liabilities — less current portion | 862 | 857 |
Operating lease liabilities — less current portion | 45,135 | 5,379 |
Other long-term liabilities | 32,628 | 31,465 |
Total liabilities | 974,543 | 784,578 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock | 67 | 67 |
Additional paid-in capital | 331,528 | 476,941 |
Accumulated other comprehensive income | 379 | 335 |
Accumulated deficit | (187,768) | (198,179) |
Total stockholders’ equity | 144,206 | 279,164 |
Total liabilities and stockholders’ equity | $ 1,118,749 | $ 1,063,742 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 137,882 | $ 95,088 |
Cost of revenue | 59,803 | 40,037 |
Gross profit | 78,079 | 55,051 |
Operating expenses: | ||
Research and development | 22,121 | 15,189 |
Sales and marketing | 44,799 | 30,160 |
General and administrative | 22,245 | 14,658 |
Total operating expenses | 89,165 | 60,007 |
Loss from operations | (11,086) | (4,956) |
Other (expense) income, net: | ||
Interest expense | (1,938) | (3,484) |
Interest income and other | 175 | 1,072 |
Total other (expense) income, net | (1,763) | (2,412) |
Loss before income taxes | (12,849) | (7,368) |
(Benefit from) provision for income taxes | (517) | 69 |
Net loss | $ (12,332) | $ (7,437) |
Net loss per share: | ||
Basic and diluted (in usd per share) | $ (0.18) | $ (0.12) |
Shares used in computing net loss per share: | ||
Basic and diluted (in shares) | 66,721 | 61,705 |
Comprehensive Loss: | ||
Net loss | $ (12,332) | $ (7,437) |
Other comprehensive income | 44 | 1,054 |
Comprehensive loss | $ (12,288) | $ (6,383) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In Capital | Additional Paid-In CapitalCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | |
Beginning balance at Dec. 31, 2019 | $ 196,458 | $ 61 | $ 351,870 | $ 576 | $ (156,049) | ||||
Beginning balance (in shares) at Dec. 31, 2019 | 61,544 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock upon exercise of stock options | 2,597 | $ 1 | 2,596 | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 160 | ||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 288 | ||||||||
Stock-based compensation | 13,794 | 13,794 | |||||||
Other comprehensive income | 1,054 | 1,054 | |||||||
Net loss | (7,437) | (7,437) | |||||||
Ending balance at Mar. 31, 2020 | 206,466 | $ 62 | 368,260 | 1,630 | (163,486) | ||||
Ending balance (in shares) at Mar. 31, 2020 | 61,992 | ||||||||
Beginning balance at Dec. 31, 2020 | 279,164 | $ 67 | 476,941 | 335 | (198,179) | ||||
Beginning balance (ASU 2020-06) at Dec. 31, 2020 | [1] | $ (145,669) | $ (168,412) | $ 22,743 | |||||
Beginning balance (in shares) at Dec. 31, 2020 | 66,496 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock upon partial conversion of the 2023 convertible senior notes | (143) | (143) | |||||||
Equity component from partial repurchase of 2023 convertible senior notes (in shares) | 143 | ||||||||
Partial unwind of capped calls and retirement of common stock related to the 2023 convertible senior notes | 19 | 19 | |||||||
Partial unwind of capped calls and retirement of common stock related to the 2023 convertible senior notes (in shares) | (19) | ||||||||
Issuance of common stock upon exercise of stock options | 2,215 | 2,215 | |||||||
Issuance of common stock upon exercise of stock options (in shares) | 123 | ||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 286 | ||||||||
Stock-based compensation | 20,908 | 20,908 | |||||||
Other comprehensive income | 44 | 44 | |||||||
Net loss | (12,332) | (12,332) | |||||||
Ending balance at Mar. 31, 2021 | $ 144,206 | $ 67 | $ 331,528 | $ 379 | $ (187,768) | ||||
Ending balance (in shares) at Mar. 31, 2021 | 67,029 | ||||||||
[1] | (1) Effective January 1, 2021, the Company adopted ASU 2020-06. Accordingly, the Company recorded a net reduction to opening accumulated deficit of $22.7 million and a net reduction to opening additional paid-in capital of $168.4 million as of January 1, 2021 due to the cumulative impact of adopting this new standard. See Note 1 for more information. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (12,332) | $ (7,437) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 8,763 | 4,970 |
Amortization of operating lease right-of-use assets | 2,389 | 1,394 |
Amortization of commission costs | 5,540 | 3,471 |
Amortization of premium on marketable investments | 1,682 | 177 |
Provision for doubtful accounts | 160 | 255 |
Stock-based compensation | 20,908 | 13,794 |
Amortization of discount and issuance costs on convertible senior notes | 974 | 3,320 |
Change in fair of value of contingent consideration | 2,500 | 0 |
Other | 186 | 147 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,543) | (2,620) |
Prepaid expenses and other current assets | (3,524) | (2,754) |
Deferred contract acquisition costs | (15,983) | (8,166) |
Other assets | 101 | (2,132) |
Accounts payable | 351 | (1,121) |
Accrued and other current liabilities | 5,299 | 4,802 |
Accrued federal fees and sales tax liabilities | 738 | (707) |
Deferred revenue | 322 | 3,378 |
Other liabilities | (766) | (377) |
Net cash provided by operating activities | 13,765 | 10,394 |
Cash flows from investing activities: | ||
Purchases of marketable investments | (163,683) | (62,339) |
Proceeds from maturities of marketable investments | 120,182 | 134,610 |
Purchases of property and equipment | (8,229) | (6,045) |
Cash paid to acquire substantially all of the assets of Whendu | 0 | (100) |
Net cash (used in) provided by investing activities | (51,730) | 66,126 |
Cash flows from financing activities: | ||
Repurchase of a portion of 2023 convertible senior notes, net of costs | (7,840) | 0 |
Proceeds from exercise of common stock options | 2,215 | 2,596 |
Payments of finance leases | (456) | (1,229) |
Net cash (used in) provided by financing activities | (6,081) | 1,367 |
Net (decrease) increase in cash and cash equivalents | (44,046) | 77,887 |
Cash and cash equivalents: | ||
Beginning of period | 220,372 | 77,976 |
End of period | 176,326 | 155,863 |
Supplemental disclosures of cash flow data: | ||
Cash paid for interest | 13 | 82 |
Cash paid for income taxes | 73 | 109 |
Non-cash investing and financing activities: | ||
Equipment purchased and unpaid at period-end | 7,515 | 2,280 |
Capitalization of leasehold improvements and furniture and fixtures through non-cash lease incentive | $ 4,815 | $ 0 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Description of Business and Summary of Significant Accounting Policies Five9, Inc. and its wholly-owned subsidiaries (the “Company”) is a provider of cloud software for contact centers. The Company was incorporated in Delaware in 2001 and is headquartered in San Ramon, California. The Company has offices in Europe, Asia and Australia, which primarily provide research, development, sales, marketing, and client support services. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. All intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts within operating activities in the condensed consolidated statements of cash flows have been reclassified to conform to the current period presentation. The condensed consolidated balance sheet and the consolidated statement of stockholders' equity included in this Quarterly Report as of March 31, 2021 differ from the Form 10-K for the year ended December 31, 2020 as it reflects an immaterial error correction due to the reclassification of $2.3 million from treasury stock to additional paid-in-capital. This reclassification was from the shares received for the partial unwind of capped calls related to the 2023 convertible senior notes. Use of Estimates The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The significant estimates made by management affect revenue and related reserves, as well as the fair value of liabilities assumed through business combinations. Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation. Actual results could differ from those estimates. Significant Accounting Policies The Company’s significant accounting policies are disclosed in its Annual Report on Form 10-K for the year ended December 31, 2020. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ("ASU 2020-06"), which simplifies the accounting for convertible instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. The Company elected to early adopt ASU 2020-06 as of January 1, 2021 using a modified retrospective transition method. Applying the transition guidance, the Company was required to apply the guidance to all impacted financial instruments that were outstanding as of January 1, 2021 with the cumulative effect recognized as an adjustment to the opening balance of accumulated deficit. As a result of early adopting ASU 2020-06, the Company made certain adjustments to its accounting for the outstanding 0.125% convertible senior notes due 2023 (the "2023 convertible senior notes") and the outstanding 0.500% convertible senior notes due 2025 (the "2025 convertible senior notes", and, together with the 2023 convertible senior notes, the "convertible senior notes"). The adoption of ASU 2020-06 resulted in the re-combination of the liability and equity components of the convertible senior notes into a single liability instrument, which required the Company to record a $168.4 million decrease in additional paid in capital from the derecognition of the separated equity components of these notes, a $145.7 million increase in debt from the derecognition of the discount associated with the separated equity components of the convertible senior notes, and a $22.7 million cumulative effect decrease to the opening balance of its accumulated deficit as of January 1, 2021 upon transition. Interest expense recognized in future periods will be reduced as a result of accounting for the convertible senior notes as a single liability instrument. Since the Company had a net loss for the three months ended March 31, 2021, the convertible senior notes were determined to be anti-dilutive and therefore had no impact to basic or diluted net loss per share for the period as a result of adopting ASU 2020-06. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which amends its guidance to simplify the accounting for income taxes by, among other things, removing exceptions to certain general principles in Topic 740, Income Taxes. The standard is effective for the Company beginning in the first quarter of 2021. The Company has adopted ASU 2019-12 and concluded that the impact on its condensed consolidated financial statements was immaterial. Recent Accounting Pronouncements Not Yet Effective The Company has reviewed or is in the process of evaluating all issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such accounting pronouncements will cause a material impact on its condensed consolidated financial position, operating results or cash flows. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Contract Balances The following table provides information about accounts receivable, net, deferred contract acquisition costs, net, contract assets and contract liabilities from contracts with customers (in thousands): March 31, 2021 December 31, 2020 Accounts receivable, net $ 51,987 $ 48,731 Deferred contract acquisition costs, net: Current $ 23,249 $ 20,695 Non-current 59,823 51,934 Total deferred contract acquisition costs, net $ 83,072 $ 72,629 Contract assets and contract liabilities: Contract assets (included in prepaid expenses and other current assets) $ 1,463 $ 1,297 Contract liabilities (deferred revenue) 32,835 31,983 Contract liabilities (deferred revenue) (included in other long-term liabilities) 2,842 3,373 Net contract liabilities $ (34,214) $ (34,059) The Company receives payments from customers based upon billing cycles. Invoice payment terms are usually 30 days or less. Accounts receivable are recorded when the right to consideration becomes unconditional. Deferred contract acquisition costs are recorded when incurred and are amortized over an estimated customer benefit period of five years. The Company’s contract assets consist of unbilled amounts typically resulting from professional services revenue recognition when it exceeds the total amounts billed to the customer. The Company’s contract liabilities consist of advance payments and billings in excess of revenue recognized. In the three months ended March 31, 2021, the Company recognized revenue of $20.3 million related to its contract liabilities at December 31, 2020. Remaining Performance Obligations As of March 31, 2021, the aggregate amount of the total transaction price allocated in contracts with original duration of greater than one year to the remaining performance obligations was $369.8 million. The Company expects to recognize revenue on approximately three-fourths of the remaining performance obligation over the next |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Investments and Fair Value Measurements | Investments and Fair Value Measurements Marketable Investments The Company’s marketable investments have been classified and accounted for as available-for-sale. The Company’s marketable investments as of March 31, 2021 and December 31, 2020 were as follows (in thousands): March 31, 2021 Short-Term Marketable Investments Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Certificates of deposit $ 3,481 $ — $ — $ 3,481 U.S. treasury 359,453 78 (1) 359,530 U.S. agency and government sponsored securities 65,416 11 — 65,427 Commercial paper 11,290 — — 11,290 Municipal bonds 14,599 — (6) 14,593 Corporate bonds 12,824 — (2) 12,822 Total $ 467,063 $ 89 $ (9) $ 467,143 December 31, 2020 Short-Term Marketable Investments Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Certificates of deposit $ 3,479 $ 1 $ — $ 3,480 U.S. treasury 287,315 41 (4) 287,352 U.S. agency securities 67,227 12 (6) 67,233 Commercial paper 5,093 — — 5,093 Municipal bonds 2,684 1 (1) 2,684 Corporate bonds 17,323 6 — 17,329 Total $ 383,121 $ 61 $ (11) $ 383,171 December 31, 2020 Long-term Marketable Investments Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. treasury $ 10,189 $ — $ — $ 10,189 U.S. agency securities 31,469 9 (1) 31,477 Municipal bonds 461 — — 461 Total $ 42,119 $ 9 $ (1) $ 42,127 The following table presents the gross unrealized losses and the fair value for those marketable investments that were in an unrealized loss position for less than 12 months as of March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value U.S. treasury $ (1) $ 20,200 $ (4) $ 78,549 U.S. agency securities — — (7) 39,443 Municipal bonds (6) 12,828 (1) 1,201 Corporate bonds (2) 11,058 (1) 1,347 Total $ (9) $ 44,086 $ (13) $ 120,540 Although the Company had certain available-for-sale debt securities in an unrealized loss position as of March 31, 2021, no impairment loss was recorded since it did not intend to sell them, did not anticipate a need to sell them, and the decline in fair value was not due to any credit-related factors. The amortized cost and fair values of the Company’s marketable investments by contractual maturity as of March 31, 2021 and December 31, 2020 were as follows (in thousands): March 31, 2021 December 31, 2020 Cost Fair Value Cost Fair Value Due within one year $ 467,063 $ 467,143 $ 383,121 $ 383,171 Due after one year through two years — — 42,119 42,127 Total $ 467,063 $ 467,143 $ 425,240 $ 425,298 Fair Value Measurements The Company carries cash equivalents and marketable investments at fair value. Fair value is based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 — Observable inputs, which include unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than Level 1 inputs, such as quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable inputs that are supported by little or no market activity and that are based on management’s assumptions, including fair value measurements determined by using pricing models, discounted cash flow methodologies or similar techniques. The Company determined the fair value of its Level 1 financial instruments, which are traded in active markets, using quoted market prices for identical instruments. Marketable investments classified within Level 2 of the fair value hierarchy are valued based on other observable inputs, including broker or dealer quotations or alternative pricing sources. When quoted prices in active markets for identical assets or liabilities are not available, the Company relies on non-binding quotes from its investment managers, which are based on proprietary valuation models of independent pricing services. These models generally use inputs such as observable market data, quoted market prices for similar instruments, historical pricing trends of a security as relative to its peers. To validate the fair value determination provided by its investment managers, the Company reviews the pricing movement in the context of overall market trends and trading information from its investment managers. The Company performs routine procedures such as comparing prices obtained from independent source to ensure that appropriate fair values are recorded. The following tables set forth the Company’s assets measured at fair value by level within the fair value hierarchy (in thousands): March 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents Money market funds $ 58,228 $ — $ — $ 58,228 Municipal bonds — 3,161 — 3,161 Total cash equivalents $ 58,228 $ 3,161 $ — $ 61,389 Marketable investments (Short term) Certificates of deposit $ — $ 3,481 $ — $ 3,481 U.S. treasury 359,530 — — 359,530 U.S. agency securities and government sponsored securities — 65,427 — 65,427 Commercial paper — 11,290 — 11,290 Municipal bonds — 14,593 — 14,593 Corporate bonds — 12,822 — 12,822 Total marketable investments $ 359,530 $ 107,613 $ — $ 467,143 Liabilities Contingent consideration $ — $ — $ 20,600 $ 20,600 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents Money market funds $ 89,888 $ — $ — $ 89,888 U.S. treasury 39,997 — — 39,997 Total cash equivalents $ 129,885 $ — $ — $ 129,885 Marketable investments (Short and Long-term) Certificates of deposit $ — $ 3,480 $ — $ 3,480 U.S. treasury 297,540 — — 297,540 U.S. agency securities — 98,711 — 98,711 Commercial paper — 5,093 — 5,093 Municipal bonds — 3,145 — 3,145 Corporate bonds — 17,329 — 17,329 Total marketable investments $ 297,540 $ 127,758 $ — $ 425,298 Liabilities Contingent consideration $ — $ — $ 18,100 $ 18,100 As of March 31, 2021 and December 31, 2020, the estimated fair value of the Company’s outstanding 2023 convertible senior notes was $194.7 million and $253.1 million, respectively. As of March 31, 2021 and December 31, 2020, the estimated fair value of the Company's outstanding 2025 convertible senior notes was $1,001.0 million and $1,098.5 million, respectively. The fair values were determined based on the quoted price of the convertible senior notes in an inactive market on the last trading day of the reporting period and have been classified as Level 2 in the fair value hierarchy. See Note 6 for further information on the Company’s convertible senior notes. As part of the agreement to acquire Inference Solutions Inc. ("Inference") in November 2020, the Company may be obligated to pay contingent earn out consideration of up to $24.0 million based upon achievement of certain milestones and relative thresholds during the earn out measurement period which ends on December 31, 2021. The fair value of the contingent consideration arrangement, estimated to be $20.6 million as of March 31, 2021, is classified within Level 3 and is determined using a probability-based scenario analysis approach. The resulting probability-weighted contingent consideration amounts were discounted based on the Company’s estimated cost of debt. Future changes in the achievement of certain milestones and relative thresholds could result in a material change to the fair value of the contingent consideration, and such changes will be recorded in general and administrative expense in the consolidated statements of operations and comprehensive loss. During the first quarter of 2021, the Company recognized $2.5 million of contingent consideration expense due to an increase in fair value of the contingent consideration as a result of the estimated achievement of the forecast (and reduced uncertainty about receiving a payment), the shorter time to payment, and a decrease in the cost of debt. A reconciliation of the beginning and ending balance for contingent consideration consisted of the following (in thousands): Three Months Ended March 31, 2021 Beginning of the period, December 31, 2020 $ 18,100 Change in fair value of contingent consideration 2,500 End of the period, March 31, 2021 $ 20,600 There were no assets or liabilities measured at fair value on a non-recurring basis as of March 31, 2021 and December 31, 2020. The Company’s other financial instruments’ fair value, including accounts receivable, accounts payable and other current liabilities, approximate its carrying value due to the relatively short maturity of those instruments. The carrying amounts of the Company’s operating and finance leases approximate their fair value, which is the present value of expected future cash payments based on assumptions about current interest rates and the creditworthiness of the Company. |
Financial Statement Components
Financial Statement Components | 3 Months Ended |
Mar. 31, 2021 | |
Financial Statement Components [Abstract] | |
Financial Statement Components | Financial Statement Components Cash and cash equivalents consisted of the following (in thousands): March 31, 2021 December 31, 2020 Cash $ 114,937 $ 90,487 Money market funds 58,228 89,888 U.S. treasury — 39,997 Municipal bonds 3,161 — Total cash and cash equivalents $ 176,326 $ 220,372 Accounts receivable, net consisted of the following (in thousands): March 31, 2021 December 31, 2020 Trade accounts receivable $ 47,268 $ 42,366 Unbilled trade accounts receivable, net of advance client deposits 4,859 6,492 Allowance for doubtful accounts (140) (127) Accounts receivable, net $ 51,987 $ 48,731 Prepaid expenses and other current assets consisted of the following (in thousands): March 31, 2021 December 31, 2020 Prepaid expenses $ 11,431 $ 9,816 Other current assets 6,779 5,036 Contract assets 1,463 1,297 Prepaid expenses and other current assets $ 19,673 $ 16,149 Property and equipment, net consisted of the following (in thousands): March 31, 2021 December 31, 2020 Computer and network equipment $ 95,056 $ 89,763 Computer software 27,256 25,888 Internal-use software development costs 500 500 Furniture and fixtures 3,965 3,372 Leasehold improvements 6,195 2,335 Property and equipment 132,972 121,858 Accumulated depreciation and amortization (74,676) (70,645) Property and equipment, net $ 58,296 $ 51,213 Depreciation and amortization expense associated with property and equipment was $5.8 million and $3.9 million, respectively, for the three months ended March 31, 2021 and 2020, respectively. Property and equipment capitalized under finance lease obligations consists primarily of computer and network equipment and was as follows (in thousands): March 31, 2021 December 31, 2020 Gross $ 44,064 $ 45,021 Less: accumulated depreciation and amortization (41,667) (41,908) Total $ 2,397 $ 3,113 Accrued and other current liabilities consisted of the following (in thousands): March 31, 2021 December 31, 2020 Accrued expenses 18,724 $ 15,217 Accrued compensation and benefits 34,236 29,233 Accrued and other current liabilities $ 52,960 $ 44,450 Other long-term liabilities consisted of the following (in thousands): March 31, 2021 December 31, 2020 Deferred revenue $ 2,842 $ 3,373 Deferred tax liabilities 3,817 4,438 Other long-term liabilities 5,369 5,554 Contingent consideration 20,600 18,100 Other long-term liabilities $ 32,628 $ 31,465 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill There was no activity in the Company's goodwill balance during the three months ended March 31, 2021. Intangible Assets The following table summarizes the activity in the Company's intangible assets balance during the three months ended March 31, 2021 (in thousands): Intangible Assets Beginning of the period, December 31, 2020 $ 51,684 Amortization (2,947) End of the period, March 31, 2021 $ 48,737 The components of intangible assets were as follows (in thousands): March 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Amortization period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Amortization period (Years) Developed technology $ 56,214 $ (9,526) $ 46,688 4.7 $ 56,214 $ (6,761) $ 49,453 4.9 Acquired workforce 470 (216) 254 1.7 470 (177) 293 1.9 Customer relationships 1,600 (181) 1,419 4.5 1,600 (101) 1,499 4.7 Trademarks 500 (124) 376 1.6 500 (61) 439 1.8 Total $ 58,784 $ (10,047) $ 48,737 4.6 $ 58,784 $ (7,100) $ 51,684 4.9 Amortization expense for intangible assets was $2.9 million and $1.1 million during the three months ended March 31, 2021 and 2020, respectively. The increase in amortization expense during the three months ended March 31, 2021 was due to the acquisition of intangible assets from Inference in November 2020 and Virtual Observer in April 2020. As of March 31, 2021, the expected future amortization expense for intangible assets was as follows (in thousands): Period Expected Future Amortization Expense Remaining 2021 $ 8,840 2022 11,704 2023 10,870 2024 7,527 2025 5,596 Thereafter 4,200 Total $ 48,737 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt 2025 Convertible Senior Notes and Related Capped Call Transactions In May and June 2020, the Company issued $747.5 million aggregate principal amount of the 2025 convertible senior notes in a private offering, which aggregate principal amount included the exercise in full of the initial purchasers’ option to purchase up to an additional $97.5 million principal amount of the 2025 convertible senior notes. The 2025 convertible senior notes mature on June 1, 2025 and bear interest at a fixed rate of 0.500% per annum, payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2020. The total net proceeds from the issuance of the 2025 convertible senior notes, after deducting initial purchasers' discounts and commissions and estimated debt issuance costs, were approximately $728.8 million. Each $1,000 principal amount of the 2025 convertible senior notes is initially convertible into 7.4437 shares of the Company’s common stock (the “2025 Conversion Option”), which is equivalent to an initial conversion price of approximately $134.34 per share of common stock, subject to adjustment upon the occurrence of specified events. The initial conversion price represents a premium of approximately 30% to the $103.34 per share closing price of the Company’s common stock on The Nasdaq Global Market on May 21, 2020. The 2025 convertible senior notes are convertible, in multiples of $1,000 principal amount, at the option of the holders prior to the close of business on the business day immediately preceding March 1, 2025, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “2025 Measurement Period”) in which the trading price (as defined in the 2025 Indenture governing the 2025 convertible senior notes) per $1,000 principal amount of the 2025 convertible senior notes for each trading day of the 2025 Measurement Period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate in effect on each such trading day; (3) if the Company calls any or all of the 2025 convertible senior notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after March 1, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2025 convertible senior notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. If the Company undergoes a fundamental change (as defined in the indenture governing the 2025 convertible senior notes), subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their 2025 convertible senior notes, in principal amounts of $1,000 or a multiple thereof, at a fundamental change repurchase price equal to 100% of the principal amount of the 2025 convertible senior notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events or if the Company issues a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their notes in connection with such corporate event or during the relevant redemption period. There have been no changes to the initial conversion price of the 2025 convertible senior notes since issuance. The closing market price of the Company's common stock of $156.33 per share on March 31, 2021, the last trading day during the three months ended March 31, 2021, was below $174.64 per share, which represents 130% of the initial conversion price of $134.34 per share. Additionally, the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day, March 31, 2021, was not greater than or equal to 130% of the initial conversion price. As such, during the three months ended March 31, 2021, the conditions allowing holders of the 2025 convertible senior notes to convert were not met. The 2025 convertible senior notes are therefore not convertible during the three months ended June 30, 2021. The Company may not redeem the 2025 convertible senior notes prior to June 6, 2023. The Company may redeem for cash all or any portion of the 2025 convertible senior notes, at its option, on or after June 6, 2023 and prior to March 1, 2025 if the last reported sale price of its common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending not more than two trading days immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2025 convertible senior notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the 2025 convertible senior notes. The 2025 convertible senior notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 2025 convertible senior notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated (including the 2023 convertible senior notes); effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries. Prior to the adoption of ASU 2020-06 on January 1, 2021 and in accounting for the issuance of the 2025 convertible senior notes, the 2025 convertible senior notes were separated into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated conversion feature. The carrying amount of the equity component representing the 2025 Conversion Option was $158.3 million and was determined by deducting the fair value of the liability component from the par value of the 2025 convertible senior notes. The equity component was recorded in additional paid-in-capital and was not re-measured as long as it continued to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount (the “Debt Discount”) was amortized to interest expense over the contractual term of the 2025 convertible senior notes at an effective interest rate of 5.76%. Prior to the adoption of ASU 2020-06 on January 1, 2021 and in accounting for the debt issuance costs of $18.7 million related to the 2025 convertible senior notes, the Company allocated the total amount incurred to the liability and equity components of the 2025 convertible senior notes based on their relative values. Issuance costs attributable to the liability component were $14.7 million and were amortized to interest expense using the effective interest method over the contractual term of the 2025 convertible senior notes. Issuance costs attributable to the equity component were netted with the equity component in additional paid-in-capital. On January 1, 2021, the Company elected to early adopt ASU 2020-06 based on a modified retrospective transition method. Under such transition, prior-period information has not been retrospectively adjusted. In accounting for the 2025 convertible senior notes after adoption of ASU 2020-06, the 2025 convertible senior notes are accounted for as a single liability, and the carrying amount of the 2025 convertible senior notes is $731.9 million as of March 31, 2021, with principal of $747.5 million, net of issuance cost of $15.6 million. The 2025 senior convertible notes were classified as long term liabilities as of March 31, 2021. The issuance cost related to the 2025 convertible senior notes is being amortized to interest expense over the contractual term of the 2025 convertible senior notes at an effective interest rate 1.0%. The net carrying amount of the 2025 convertible senior notes as of March 31, 2021 (post-ASU 2020-06 adoption) and as of December 31, 2020 (pre-ASU 2020-06 adoption) was as follows (in thousands): March 31, 2021 December 31, 2020 Principal $ 747,500 $ 747,500 Unamortized debt discount — (141,792) Unamortized issuance costs (15,619) (13,192) Net carrying amount $ 731,881 $ 592,516 The net carrying amount of the equity component of the 2025 convertible senior notes as of March 31, 2021 (post-ASU 2020-06 adoption) and as of December 31, 2020 (pre-ASU 2020-06 adoption) was as follows (in thousands): March 31, 2021 December 31, 2020 Equity component $ — $ 158,321 Issuance costs — (3,958) Net carrying amount $ — $ 154,363 Interest expense related to the 2025 convertible senior notes was as follows (in thousands): Three Months Ended March 31, 2021 Contractual interest expense $ 934 Amortization of debt discount — Amortization of issuance costs 890 Total interest expense $ 1,824 In connection with the issuance of the 2025 convertible senior notes, the Company entered into privately negotiated capped call transactions (the “2025 Capped Call Transactions”) with certain financial institutions. The 2025 Capped Call Transactions are expected generally to reduce the potential dilution to the Company’s common stock in connection with any conversion of the 2025 convertible senior notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2025 convertible senior notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The initial cap price of the 2025 Capped Call Transactions was $206.68 per share, and is subject to certain adjustments under the terms of the 2025 Capped Call Transactions. The 2025 Capped Call Transactions cover, subject to anti-dilution adjustments, approximately 5.6 million shares of the Company’s common stock. For accounting purposes, the 2025 Capped Call Transactions are separate transactions, and not integrated with the issuance of the 2025 convertible senior notes. As these transactions meet certain accounting criteria, the 2025 Capped Call Transactions are recorded in stockholders’ equity and are not accounted for as derivatives. The cost to the Company of the 2025 Capped Call Transactions was $90.5 million, which was recorded as a reduction to additional paid-in capital. Maturity of the Company’s 2025 convertible senior notes as of March 31, 2021 was as follows (in thousands): Period Amount to Mature 2025 (Maturity date of June 1, 2025) $ 747,500 Total $ 747,500 2023 Convertible Senior Notes and Related Capped Call Transactions In May 2018, the Company issued $258.8 million aggregate principal amount of 2023 convertible senior notes in a private offering. The 2023 convertible senior notes mature on May 1, 2023 and bear interest at a fixed rate of 0.125% per annum, payable semiannually in arrears on May 1 and November 1 of each year. The total net proceeds from the offering, after deducting initial purchasers' discounts and commissions and estimated debt issuance costs, was approximately $250.8 million. In May 2020, the Company used part of the net proceeds from the issuance of the 2025 convertible senior notes to repurchase, exchange or otherwise retire approximately $181.0 million aggregate principal amount of the 2023 convertible senior notes in privately-negotiated transactions for aggregate consideration of $449.6 million, consisting of $181.0 million in cash and 2,723,581 shares of the Company’s common stock (the "2023 Note Repurchase Transactions"). As of March 31, 2021, after giving effect to the 2023 Note Repurchase Transactions and other settlements upon conversion requests, approximately $51.0 million aggregate principal amount of 2023 convertible senior notes remained outstanding. The 2023 Note Repurchase Transactions were accounted for as a debt extinguishment. Pursuant to ASC Subtopic 470-20 under existing accounting rules prior to ASU 2020-06 adoption, total consideration for the 2023 Note Repurchase Transactions was separated into liability and equity components by estimating the fair value of a similar liability without a conversion option and assigning the residual value to the equity component. The gain or loss on extinguishment of the debt was subsequently determined by comparing the repurchase consideration allocated to the liability component to the sum of the carrying value of the liability component, net of the proportionate amounts of unamortized debt discount and the remaining unamortized debt issuance costs. Of the $449.6 million in aggregate consideration paid by the Company in connection with the 2023 Note Repurchase Transactions, $155.8 million and $293.8 million were allocated to the debt and equity components, respectively, using an effective interest rate of 5.32% to determine the fair value of the liability component. This interest rate was based on the income and market-based approaches used to determine the effective interest rate of the 2023 convertible senior notes, adjusted for the remaining term of the 2023 convertible senior notes. As of the settlement of the 2023 Note Repurchase Transactions, the carrying value of the 2023 convertible senior notes subject to the 2023 Note Repurchase Transactions, net of unamortized debt discount and issuance costs, was $150.4 million. The Company also incurred approximately $0.5 million in third party transaction costs related to the 2023 Note Repurchase Transactions. These costs were allocated to the liability and equity components in proportion to the allocation of consideration transferred at settlement and accounted for as debt extinguishment costs and equity reacquisition costs, respectively. The 2023 Note Repurchase Transactions resulted in a $5.8 million loss on early debt extinguishment in the second quarter of fiscal 2020, of which $2.7 million consisted of unamortized debt issuance costs. Each $1,000 principal amount of the 2023 convertible senior notes was initially convertible into 24.4978 shares of the Company’s common stock (the “2023 Conversion Option”), which is equivalent to an initial conversion price of approximately $40.82 per share of common stock, subject to adjustment upon the occurrence of specified events. The 2023 convertible senior notes are convertible, in multiples of $1,000 principal amount, at the option of the holders at any time prior to the close of business on the business day immediately preceding November 1, 2022, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ended on September 30, 2018 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “2023 Measurement Period”) in which the trading price (as defined in the indenture governing the 2023 convertible senior notes) per $1,000 principal amount of the 2023 convertible senior notes for each trading day of the 2023 Measurement Period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate in effect on each such trading day; (3) if the Company calls any or all of the 2023 convertible senior notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after November 1, 2022 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2023 convertible senior notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. If the Company undergoes a fundamental change (as defined in the indenture governing the 2023 convertible senior notes), subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their 2023 convertible senior notes, in principal amounts of $1,000 or a multiple thereof, at a fundamental change repurchase price equal to 100% of the principal amount of the 2023 convertible senior notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events that occur prior to the maturity date or if the Company issues a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their 2023 convertible senior notes in connection with such corporate event or during the relevant redemption period. There have been no changes to the initial conversion price of the 2023 convertible senior notes since issuance. During each of the quarters from the third quarter of 2019 through the first quarter of 2021, one of the triggers for convertibility of the 2023 convertible senior notes was triggered as the last reported sale price of the Company’s common stock was greater than $53.07 per share, which represents 130% of the initial conversion price of $40.82 per share, for at least 20 trading days in the period of 30 consecutive trading days ended on, and including, the last trading day of the quarter for each quarter of 2020 and for the first quarter of 2021. As a result, the 2023 convertible senior notes were convertible, in multiples of $1,000 principal amount, at the option of the 2023 convertible senior note holders between October 1, 2019 to March 31, 2021, and are currently convertible between April 1, 2021 to June 30, 2021. Whether the 2023 convertible senior notes will be convertible after June 30, 2021 will depend on the continued satisfaction of this condition or other conversion conditions in the future. During the three months ended March 31, 2021, the Company paid $7.8 million in cash and issued 143,015 shares of its common stock to settle aggregate principal amount of $7.8 million of its 2023 convertible senior notes. As of March 31, 2021, approximately $51.0 million aggregate principal amount of our 2023 convertible senior notes remained outstanding. The conversions that occurred prior to January 1, 2021 resulted in a $1.2 million loss on early debt extinguishment. The conversions that occurred during the three months ended March 31, 2021 were subject to ASU 2020-06 and such conversions were accounted for as contractual conversions, which did not result in any gain or loss upon their settlement. During 2020, the Company received 15,714 shares from the partial unwind of capped calls resulting from the settlement of its 2023 convertible senior notes. The receipt of the 15,714 shares reduced the number of common shares outstanding. During the three months ended March 31, 2021, the Company received an additional 18,786 shares from the partial unwind of capped calls resulting from the settlement of its 2023 convertible senior notes. The receipt of the 18,786 shares reduced the number of common shares outstanding. In addition, on or prior to March 31, 2021, the Company received elections to convert aggregate principal amount of $9.8 million of its 2023 convertible senior notes that remain unsettled as of the end of the first quarter of 2021. The Company has settled, or expects to settle, these conversions in cash or a combination of cash and shares during the first half of 2021. The Company has the option to settle any future election conversion notices in cash, shares, or a combination of cash and shares. The Company may not redeem the 2023 convertible senior notes prior to May 5, 2021. The Company may redeem for cash all or any portion of the 2023 convertible senior notes, at its option, on or after May 5, 2021 if the last reported sale price of its common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending not more than two trading days immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2023 convertible senior notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the 2023 convertible senior notes. The 2023 convertible senior notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 2023 convertible senior notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated (including the 2025 convertible senior notes); effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries. Prior to the adoption of ASU 2020-06 on January 1, 2021 and in accounting for the issuance of the 2023 convertible senior notes, the 2023 convertible senior notes were separated into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated conversion feature. The equity component was recorded in additional paid-in-capital and was not re-measured as long as it continued to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount (the "Debt Discount") was amortized to interest expense over the contractual term of the 2023 convertible senior notes at an effective interest rate of 6.39%. Prior to the adoption of ASU 2020-06 on January 1, 2021 and in accounting for the debt issuance costs of $8.0 million related to the 2023 convertible senior notes, the Company allocated the total amount incurred to the liability and equity components of the 2023 convertible senior notes based on their relative values. Issuance costs attributable to the liability component were $6.0 million and were amortized to interest expense using the effective interest method over the contractual term of the 2023 convertible senior notes. Issuance costs attributable to the equity component were netted with the equity component in additional paid-in-capital. After the adoption of ASU 2020-06, the 2023 convertible senior notes are accounted for as a single liability, and the carrying amount of the 2023 convertible senior notes was $50.4 million as of March 31, 2021, with principal of $51.0 million , net of issuance cost of $0.7 million. The 2023 senior convertible notes were classified as long term liabilities during the three months ended on March 31, 2021. The issuance cost related to the 2023 convertible senior notes is being amortized to interest expense over the contractual term of the 2023 convertible senior notes at an effective interest rate 0.76%. The net carrying amount of the 2023 convertible senior notes as of March 31, 2021 (post-ASU 2020-06 adoption) and as of December 31, 2020 (pre-ASU 2020-06 adoption) was as follows (in thousands): March 31, 2021 December 31, 2020 Principal $ 51,037 $ 58,867 Unamortized debt discount — (7,367) Unamortized issuance costs (677) (700) Net carrying amount $ 50,360 $ 50,800 The net carrying amount of the equity component of the 2023 convertible senior notes as of March 31, 2021 (post-ASU 2020-06 adoption) and as of December 31, 2020 (pre-ASU 2020-06 adoption) was as follows (in thousands): March 31, 2021 December 31, 2020 Equity component $ — $ 14,505 Issuance costs — (455) Net carrying amount $ — $ 14,050 Interest expense related to the 2023 convertible senior notes was as follows (in thousands): Three Months Ended March 31, 2021 March 31, 2020 Contractual interest expense $ 17 $ 81 Amortization of debt discount — 3,032 Amortization of issuance costs 84 288 Total interest expense $ 101 $ 3,401 In connection with the issuance of the 2023 convertible senior notes, the Company entered into privately negotiated capped call transactions (the “2023 Capped Call Transactions”) with certain financial institutions. The 2023 Capped Call Transactions are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the 2023 convertible senior notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2023 convertible senior notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The initial cap price of the 2023 Capped Call Transactions was $62.80 per share, and is subject to certain adjustments under the terms of the 2023 Capped Call Transactions. The 2023 Capped Call Transactions cover, subject to anti-dilution adjustments, approximately 6.3 million shares of the Company’s common stock. For accounting purposes, the 2023 Capped Call Transactions are separate transactions, and not integrated with the issuance of the 2023 convertible senior notes. As these transactions meet certain accounting criteria, the 2023 Capped Call Transactions are recorded in stockholders’ equity and are not accounted for as derivatives. The cost of $31.4 million incurred in connection with the 2023 Capped Call Transactions was recorded as a reduction to additional paid-in capital. In connection with the 2023 Note Repurchase Transactions, the Company amended the 2023 Capped Call Transactions such that the portion associated with the 2023 convertible senior notes subject to the 2023 Note Repurchase Transactions would remain outstanding notwithstanding the retirement of $181.0 million aggregate principal amount of 2023 convertible senior notes. Following such amendment, the 2023 Capped Call Transactions continue to meet the accounting criteria to be recorded in stockholders’ equity and are not accounted for as derivatives. Maturity of the Company’s 2023 convertible senior notes as of March 31, 2021 was as follows (in thousands): Period Amount to Mature 2023 (Maturity date of May 1, 2023) $ 51,037 Total $ 51,037 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Capital Structure Common Stock The Company is authorized to issue 450,000,000 shares of common stock with a par value of $0.001 per share. As of March 31, 2021 and December 31, 2020, the Company had 67,029,731 and 66,496,060 shares of common stock issued and outstanding, respectively. During the three months ended March 31, 2021, the Company issued 143,015 shares of common stock in connection with 2023 convertible senior note settlements. During the three months ended March 31, 2021, the Company also received 18,786 shares from the partial unwind of capped calls resulting from the settlement of its 2023 convertible senior notes. The receipt of the 18,786 shares reduced the number of common shares outstanding. See Note 6 for further details. Preferred Stock The Company is authorized to designate and issue up to 5,000,000 shares of preferred stock with a par value of $0.001 per share in one or more series without stockholder approval and to fix the rights, preferences, privileges and restrictions thereof. As of March 31, 2021 and December 31, 2020, there were no shares of preferred stock issued and outstanding. Common Stock Reserved for Future Issuance Shares of common stock reserved for future issuance related to outstanding equity awards and employee equity incentive plans were as follows (in thousands): March 31, 2021 Stock options outstanding 2,244 Restricted stock units outstanding 2,515 Shares available for future grant under 2014 Plan 14,241 Shares available for future issuance under ESPP 3,197 Total shares of common stock reserved 22,197 Stock Options A summary of the Company’s stock option activity during the three months ended March 31, 2021 is as follows (in thousands, except years and per share data): Number of Weighted Weighted Aggregate Outstanding as of December 31, 2020 2,255 $ 26.33 Options granted (weighted average grant date fair value of $81.64 per share) 118 181.30 Options exercised (123) 17.97 Options forfeited or expired (6) 54.31 Outstanding as of March 31, 2021 2,244 $ 34.86 5.5 $ 275,656 The aggregate intrinsic value amounts are computed based on the difference between the exercise price of the stock options and the fair market value of the Company’s common stock of $156.33 per share as of March 31, 2021 for all in-the-money stock options outstanding. Restricted Stock Units A summary of the Company’s restricted stock unit ("RSU"), activity during the three months ended March 31, 2021 is as follows (in thousands, except per share data): Number of Shares Weighted Average Grant Date Fair Value Per Share Outstanding as of December 31, 2020 2,267 $ 65.42 RSUs granted 566 182.81 RSUs vested and released (286) 46.77 RSUs forfeited (32) 80.52 Outstanding as of March 31, 2021 2,515 93.25 Stock-Based Compensation Stock-based compensation expense was as follows (in thousands): Three Months Ended March 31, 2021 March 31, 2020 Cost of revenue $ 3,105 $ 1,989 Research and development 4,763 2,806 Sales and marketing 6,771 4,106 General and administrative 6,269 4,893 Total stock-based compensation $ 20,908 $ 13,794 As of March 31, 2021, unrecognized stock-based compensation expense by award type and their expected weighted-average recognition periods are summarized in the following table (in thousands, except years). Stock Option RSU ESPP Unrecognized stock-based compensation expense $ 29,204 $ 221,911 $ 684 Weighted-average amortization period 2.9 years 3.2 years 0.1 years The weighted-average assumptions used to value stock options granted during the periods presented were as follows: Stock Options Three Months Ended March 31, 2021 March 31, 2020 Expected term (years) 6.0 6.0 Volatility 47 % 47 % Risk-free interest rate 1.0 % 1.2 % Dividend yield (1) — — (1) The Company has not paid, and does not anticipate paying, cash dividends on its shares of common stock. Accordingly, the expected dividend yield is zero. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per ShareBasic net loss per share is calculated by dividing net loss by the weighted average number of shares of common stock outstanding during the period, and excludes any dilutive effects of employee stock-based awards and potential shares upon conversion of the convertible senior notes. Diluted net loss per share is computed giving effect to all potentially dilutive shares of common stock, including common stock issuable upon exercise of stock options, vesting of restricted stock units and shares of common stock issuable upon conversion of convertible senior notes. As the Company had net losses for the quarters ended March 31, 2021 and 2020, all potentially issuable shares of common stock were determined to be anti-dilutive. The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended March 31, 2021 March 31, 2020 Net loss $ (12,332) $ (7,437) Weighted-average shares used in computing basic and diluted net loss per share 66,721 61,705 Basic and diluted net loss per share $ (0.18) $ (0.12) The following securities were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive (in thousands): Three Months Ended March 31, 2021 March 31, 2020 Stock options 2,244 2,557 Restricted stock units 2,515 2,962 Convertible senior notes (1) 6,884 2,709 Total 11,643 8,228 (1) Anti-dilutive convertible senior notes were calculated under the if-converted method for the three months ended March 31, 2021 due to the adoption of ASU 2020-06 and under the treasury stock method for the three months ended March 31, 2020. Prior to the adoption of ASU 2020-06, the Company used the treasury stock method for calculating any potential dilutive effect of the conversion spread of its convertible senior notes. The conversion spread had a dilutive impact for the 2023 convertible senior notes during the three months ended March 31, 2020 since the average market price of the Company’s common stock during the period exceeded the initial conversion price of $40.82 per share. However, the potential shares of common stock issuable upon the conversion of the 2023 convertible senior notes were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The (benefit from) provision for income taxes for the three months ended March 31, 2021 and 2020 was approximately $(517) thousand and $69 thousand, respectively. The benefit from income taxes for the three months ended March 31, 2021 consisted primarily of foreign income tax benefit offset by domestic state minimum taxes. The provision for income taxes for the three months ended March 31, 2020 consisted primarily of foreign income taxes, domestic state minimum taxes, as well as a benefit for a true-up to foreign income taxes. For the three months ended March 31, 2021, the benefit from income taxes differed from the statutory amount primarily due to state and foreign income taxes and the Company realizing no benefit for current year losses due to maintaining a full valuation allowance against its domestic net deferred tax assets. For the three months ended March 31, 2020, the provision for income taxes differed from the statutory amount primarily due to the Company realizing no benefit for current year losses due to maintaining a full valuation allowance against its domestic net deferred tax assets. The realization of tax benefits of deferred tax assets is dependent upon future levels of taxable income, of an appropriate character, in the periods the items are expected to be deductible or taxable. Based on the available objective evidence, the Company does not believe it is more likely than not that the net deferred tax assets will be |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Commitments The Company’s principal commitments consist of future payment obligations under its convertible senior notes, finance leases to finance data centers and other computer and networking equipment purchases, operating leases for office facilities, cloud services agreement, and agreements with third parties to provide co-location hosting, telecommunication usage and equipment maintenance services. These commitments as of December 31, 2020 are disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and did not change materially during the three months ended March 31, 2021, except for certain hosting and telecommunications agreements, the cloud service agreement, the convertible senior notes, and the operating leases which are described in Note 12. As of March 31, 2021, the Company’s commitment under various hosting and telecommunications agreements totaled $6.5 million for terms ranging up to 60 months. These agreements require the Company to make monthly payments over the service term in exchange for certain network services. In September 2020, the Company entered into a cloud services agreement for a term of three years and a total commitment of $12.5 million. As of March 31, 2021, the total remaining commitment was approximately $9.6 million, of which approximately $7.0 million and $2.6 million is expected to be paid for the remainder of 2021 and 2022, respectively. As of March 31, 2021, $798.5 million of aggregate principal of the convertible senior notes were outstanding. The 2023 convertible senior notes and the 2025 convertible senior notes are due on May 1, 2023 and June 1, 2025, respectively. See Note 6 for more information concerning the convertible senior notes. Legal Matters The Company is involved in various legal and regulatory matters arising in the normal course of business. In management’s opinion, resolution of these matters is not expected to have a material impact on the Company’s consolidated results of operations, cash flows, or its financial position. However, due to the uncertain nature of legal matters, an unfavorable resolution of a matter could materially affect the Company’s future consolidated results of operations, cash flows or financial position in a particular period. The Company expenses legal fees as incurred. Indemnification Agreements |
Geographical Information
Geographical Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Geographical Information | Geographical Information The following table summarizes revenues by geographic region based on client billing address (in thousands): Three Months Ended March 31, 2021 March 31, 2020 United States $ 125,886 $ 87,431 International 11,996 7,657 Total revenue $ 137,882 $ 95,088 The following table summarizes total property and equipment, net in the respective locations (in thousands): March 31, 2021 December 31, 2020 United States $ 50,211 $ 43,339 International 8,085 7,874 Property and equipment, net $ 58,296 $ 51,213 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company has leases for offices, data centers and computer and networking equipment that expire at various dates through 2031. The Company’s leases have remaining terms of one three The Company's Bishop Ranch Lease commenced on February 1, 2021, has a lease term of 10 years, and has a total commitment over its term of $46.4 million, which attributes to the primary increase to operating lease costs and to operating lease right-of-use assets and operating lease liabilities for the three months ended March 31, 2021. The components of lease expenses were as follows (in thousands): Three Months Ended March 31, 2021 March 31, 2020 Operating lease cost $ 2,668 $ 1,516 Finance lease cost: Amortization of right-of-use assets $ 717 $ 1,277 Interest on finance lease liabilities 13 82 Total finance lease cost $ 730 $ 1,359 Supplemental cash flow information related to leases was as follows (in thousands): Three Months Ended March 31, 2021 March 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash used in operating leases $ (2,038) $ (1,584) Financing cash used in finance leases (456) (1,229) Right of use assets obtained in exchange for lease obligations: Operating leases 38,339 3,892 Finance leases — — Supplemental balance sheet information related to leases was as follows (in thousands): March 31, 2021 December 31, 2020 Operating leases Operating lease right-of-use assets $ 44,960 $ 9,010 Operating lease liabilities $ 5,478 $ 3,912 Operating lease liabilities — less current portion 45,135 5,379 Total operating lease liabilities $ 50,613 $ 9,291 Finance leases Property and equipment, gross $ 44,064 $ 45,021 Less: accumulated depreciation and amortization (41,667) (41,908) Property and equipment, net $ 2,397 $ 3,113 Finance lease liabilities: Finance leases $ 156 $ 612 Finance lease liabilities — less current portion — — Total finance lease liabilities $ 156 $ 612 Weighted average remaining terms were as follows (in years): March 31, 2021 December 31, 2020 Weighted average remaining lease term Operating leases 8.4 2.6 Finance leases 0.4 0.5 Weighted average discount rates were as follows: March 31, 2021 December 31, 2020 Weighted average discount rate Operating leases 3.2 % 4.5 % Finance leases 8.6 % 7.9 % Maturities of lease liabilities were as follows (in thousands): Year Ending December 31, Operating Leases Finance Leases Remaining 2021 $ 4,151 $ 160 2022 8,895 — 2023 7,349 — 2024 5,649 — 2025 4,916 — Thereafter 27,360 Total future minimum lease payments 58,320 160 Less: imputed interest (7,707) (4) Total $ 50,613 $ 156 As of March 31, 2021, the Company had one additional data center operating lease that had not yet commenced, representing a total commitment over its term of $4.2 million. This operating lease commenced on April 1, 2021 with a lease term of three years. |
Leases | Leases The Company has leases for offices, data centers and computer and networking equipment that expire at various dates through 2031. The Company’s leases have remaining terms of one three The Company's Bishop Ranch Lease commenced on February 1, 2021, has a lease term of 10 years, and has a total commitment over its term of $46.4 million, which attributes to the primary increase to operating lease costs and to operating lease right-of-use assets and operating lease liabilities for the three months ended March 31, 2021. The components of lease expenses were as follows (in thousands): Three Months Ended March 31, 2021 March 31, 2020 Operating lease cost $ 2,668 $ 1,516 Finance lease cost: Amortization of right-of-use assets $ 717 $ 1,277 Interest on finance lease liabilities 13 82 Total finance lease cost $ 730 $ 1,359 Supplemental cash flow information related to leases was as follows (in thousands): Three Months Ended March 31, 2021 March 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash used in operating leases $ (2,038) $ (1,584) Financing cash used in finance leases (456) (1,229) Right of use assets obtained in exchange for lease obligations: Operating leases 38,339 3,892 Finance leases — — Supplemental balance sheet information related to leases was as follows (in thousands): March 31, 2021 December 31, 2020 Operating leases Operating lease right-of-use assets $ 44,960 $ 9,010 Operating lease liabilities $ 5,478 $ 3,912 Operating lease liabilities — less current portion 45,135 5,379 Total operating lease liabilities $ 50,613 $ 9,291 Finance leases Property and equipment, gross $ 44,064 $ 45,021 Less: accumulated depreciation and amortization (41,667) (41,908) Property and equipment, net $ 2,397 $ 3,113 Finance lease liabilities: Finance leases $ 156 $ 612 Finance lease liabilities — less current portion — — Total finance lease liabilities $ 156 $ 612 Weighted average remaining terms were as follows (in years): March 31, 2021 December 31, 2020 Weighted average remaining lease term Operating leases 8.4 2.6 Finance leases 0.4 0.5 Weighted average discount rates were as follows: March 31, 2021 December 31, 2020 Weighted average discount rate Operating leases 3.2 % 4.5 % Finance leases 8.6 % 7.9 % Maturities of lease liabilities were as follows (in thousands): Year Ending December 31, Operating Leases Finance Leases Remaining 2021 $ 4,151 $ 160 2022 8,895 — 2023 7,349 — 2024 5,649 — 2025 4,916 — Thereafter 27,360 Total future minimum lease payments 58,320 160 Less: imputed interest (7,707) (4) Total $ 50,613 $ 156 As of March 31, 2021, the Company had one additional data center operating lease that had not yet commenced, representing a total commitment over its term of $4.2 million. This operating lease commenced on April 1, 2021 with a lease term of three years. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Inference Solutions On November 18, 2020, the Company acquired all of the issued and outstanding shares of Inference for total consideration of approximately $156.7 million. The total consideration comprised of $137.0 million in cash, net of cash acquired, and $18.1 million in estimated fair value of contingent earn out consideration. The contingent earn out consideration is up to $24.0 million and is based upon achievement of certain milestones and relative thresholds during the earn out measurement period which ends on December 31, 2021. The range of amounts that the Company could pay under the contingent consideration arrangement is between $0.0 million and $24.0 million. See Note 3 for additional information regarding the contingent consideration arrangement. This acquisition, which was accounted for as a business combination, is intended to accelerate the Company’s AI position through the addition of Inference’s widely deployed IVA platform. The excess of the purchase price over identifiable intangible assets and net tangible assets in the amount of $131.0 million was allocated to goodwill, which is not deductible for tax purposes. The fair values assigned to assets acquired and liabilities assumed are based on management’s best estimates and assumptions as of the reporting date and are considered preliminary pending finalization of valuation analyses pertaining to intangible assets acquired, liabilities assumed and tax liabilities assumed including calculation of deferred tax assets and liabilities. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. The following table presents the preliminary allocation of the purchase price at the acquisition date (in thousands): Cash $ 1,394 Property and equipment acquired 124 Other assets acquired 2,238 Acquired technology 28,600 Customer relationships 1,100 Trade name and trademarks 400 Goodwill 130,976 Total assets acquired 164,832 Liabilities assumed (3,525) Deferred tax liability (4,616) Total consideration $ 156,691 Total consideration (net of cash acquired) $ 155,297 The acquired technology, customer relationships, and trade name will be amortized on a straight-line basis over their assigned useful lives of six years, five years, and two years, respectively. The Company used the income approach to estimate the fair value of intangible assets acquired. In connection with this acquisition, the Company incurred approximately $2.9 million of acquisition costs in 2020, and incurred an additional $0.2 million in the three months ended March 31, 2021, which have been expensed as incurred and included in general and administrative expense in the condensed consolidated statement of operations and comprehensive loss. The results of operations of this acquisition are included in the accompanying condensed consolidated statements of operations from the date of acquisition. Virtual Observer On April 1, 2020, the Company acquired all of the issued and outstanding shares of common stock of Virtual Observer, formerly Coordinated Systems, Inc., for cash consideration of approximately $32.2 million, subject to adjustment, pursuant to a stock purchase agreement by and among the Company and Robert H. Hutcheon, David R. Brower and Daniel J. McGrail, dated January 15, 2020. This acquisition, was accounted for as a business combination, is intended to expand the Company's portfolio to include a cloud-based Workforce Optimization ("WFO") offering as a complement to its ongoing strategic partnerships with leading WFO providers. The excess of the purchase price over identifiable intangible assets and net tangible assets in the amount of $22.6 million was allocated to goodwill, which is not deductible for tax purposes. The fair values assigned to assets acquired and liabilities assumed are based on management’s best estimates and assumptions as of the reporting date and are considered final. The following table presents the final allocation of the purchase price at the acquisition date (in thousands): Cash $ 168 Tangible assets acquired 200 Acquired technology 12,200 Customer relationships 500 Trade name and trademarks 100 Goodwill 22,646 Total assets acquired 35,814 Deferred tax liability (2,910) Liabilities assumed (682) Total $ 32,222 The acquired technology, customer relationships, and trade name and trademarks will be amortized on a straight-line basis over their estimated useful lives of five years, five years, and two years, respectively. The Company used the income approach to estimate the fair value of intangible assets acquired. In connection with this acquisition, the Company incurred total acquisition-related transaction costs of $0.9 million and $0.3 million in 2020 and 2019, respectively, that have been expensed as incurred and included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The significant estimates made by management affect revenue and related reserves, as well as the fair value of liabilities assumed through business combinations. Management periodically evaluates such estimates and they are adjusted prospectively based upon such periodic evaluation. Actual results could differ from those estimates. |
Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Effective | Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ("ASU 2020-06"), which simplifies the accounting for convertible instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. The Company elected to early adopt ASU 2020-06 as of January 1, 2021 using a modified retrospective transition method. Applying the transition guidance, the Company was required to apply the guidance to all impacted financial instruments that were outstanding as of January 1, 2021 with the cumulative effect recognized as an adjustment to the opening balance of accumulated deficit. As a result of early adopting ASU 2020-06, the Company made certain adjustments to its accounting for the outstanding 0.125% convertible senior notes due 2023 (the "2023 convertible senior notes") and the outstanding 0.500% convertible senior notes due 2025 (the "2025 convertible senior notes", and, together with the 2023 convertible senior notes, the "convertible senior notes"). The adoption of ASU 2020-06 resulted in the re-combination of the liability and equity components of the convertible senior notes into a single liability instrument, which required the Company to record a $168.4 million decrease in additional paid in capital from the derecognition of the separated equity components of these notes, a $145.7 million increase in debt from the derecognition of the discount associated with the separated equity components of the convertible senior notes, and a $22.7 million cumulative effect decrease to the opening balance of its accumulated deficit as of January 1, 2021 upon transition. Interest expense recognized in future periods will be reduced as a result of accounting for the convertible senior notes as a single liability instrument. Since the Company had a net loss for the three months ended March 31, 2021, the convertible senior notes were determined to be anti-dilutive and therefore had no impact to basic or diluted net loss per share for the period as a result of adopting ASU 2020-06. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which amends its guidance to simplify the accounting for income taxes by, among other things, removing exceptions to certain general principles in Topic 740, Income Taxes. The standard is effective for the Company beginning in the first quarter of 2021. The Company has adopted ASU 2019-12 and concluded that the impact on its condensed consolidated financial statements was immaterial. Recent Accounting Pronouncements Not Yet Effective The Company has reviewed or is in the process of evaluating all issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such accounting pronouncements will cause a material impact on its condensed consolidated financial position, operating results or cash flows. |
Receivables | The Company receives payments from customers based upon billing cycles. Invoice payment terms are usually 30 days or less. Accounts receivable are recorded when the right to consideration becomes unconditional. |
Deferred Contract Acquisition | Deferred contract acquisition costs are recorded when incurred and are amortized over an estimated customer benefit period of five years. |
Revenue | The Company’s contract assets consist of unbilled amounts typically resulting from professional services revenue recognition when it exceeds the total amounts billed to the customer. The Company’s contract liabilities consist of advance payments and billings in excess of revenue recognized. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Contract Balances | The following table provides information about accounts receivable, net, deferred contract acquisition costs, net, contract assets and contract liabilities from contracts with customers (in thousands): March 31, 2021 December 31, 2020 Accounts receivable, net $ 51,987 $ 48,731 Deferred contract acquisition costs, net: Current $ 23,249 $ 20,695 Non-current 59,823 51,934 Total deferred contract acquisition costs, net $ 83,072 $ 72,629 Contract assets and contract liabilities: Contract assets (included in prepaid expenses and other current assets) $ 1,463 $ 1,297 Contract liabilities (deferred revenue) 32,835 31,983 Contract liabilities (deferred revenue) (included in other long-term liabilities) 2,842 3,373 Net contract liabilities $ (34,214) $ (34,059) |
Investments and Fair Value Me_2
Investments and Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Marketable Investments | The Company’s marketable investments have been classified and accounted for as available-for-sale. The Company’s marketable investments as of March 31, 2021 and December 31, 2020 were as follows (in thousands): March 31, 2021 Short-Term Marketable Investments Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Certificates of deposit $ 3,481 $ — $ — $ 3,481 U.S. treasury 359,453 78 (1) 359,530 U.S. agency and government sponsored securities 65,416 11 — 65,427 Commercial paper 11,290 — — 11,290 Municipal bonds 14,599 — (6) 14,593 Corporate bonds 12,824 — (2) 12,822 Total $ 467,063 $ 89 $ (9) $ 467,143 December 31, 2020 Short-Term Marketable Investments Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Certificates of deposit $ 3,479 $ 1 $ — $ 3,480 U.S. treasury 287,315 41 (4) 287,352 U.S. agency securities 67,227 12 (6) 67,233 Commercial paper 5,093 — — 5,093 Municipal bonds 2,684 1 (1) 2,684 Corporate bonds 17,323 6 — 17,329 Total $ 383,121 $ 61 $ (11) $ 383,171 December 31, 2020 Long-term Marketable Investments Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. treasury $ 10,189 $ — $ — $ 10,189 U.S. agency securities 31,469 9 (1) 31,477 Municipal bonds 461 — — 461 Total $ 42,119 $ 9 $ (1) $ 42,127 |
Schedule of Gross Unrealized Losses and Fair Value of Marketable Investments | The following table presents the gross unrealized losses and the fair value for those marketable investments that were in an unrealized loss position for less than 12 months as of March 31, 2021 and December 31, 2020 (in thousands): March 31, 2021 December 31, 2020 Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value U.S. treasury $ (1) $ 20,200 $ (4) $ 78,549 U.S. agency securities — — (7) 39,443 Municipal bonds (6) 12,828 (1) 1,201 Corporate bonds (2) 11,058 (1) 1,347 Total $ (9) $ 44,086 $ (13) $ 120,540 |
Schedule of Marketable Investments by Contractual Maturity | The amortized cost and fair values of the Company’s marketable investments by contractual maturity as of March 31, 2021 and December 31, 2020 were as follows (in thousands): March 31, 2021 December 31, 2020 Cost Fair Value Cost Fair Value Due within one year $ 467,063 $ 467,143 $ 383,121 $ 383,171 Due after one year through two years — — 42,119 42,127 Total $ 467,063 $ 467,143 $ 425,240 $ 425,298 |
Schedule of Assets Carried at Fair Value | The following tables set forth the Company’s assets measured at fair value by level within the fair value hierarchy (in thousands): March 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents Money market funds $ 58,228 $ — $ — $ 58,228 Municipal bonds — 3,161 — 3,161 Total cash equivalents $ 58,228 $ 3,161 $ — $ 61,389 Marketable investments (Short term) Certificates of deposit $ — $ 3,481 $ — $ 3,481 U.S. treasury 359,530 — — 359,530 U.S. agency securities and government sponsored securities — 65,427 — 65,427 Commercial paper — 11,290 — 11,290 Municipal bonds — 14,593 — 14,593 Corporate bonds — 12,822 — 12,822 Total marketable investments $ 359,530 $ 107,613 $ — $ 467,143 Liabilities Contingent consideration $ — $ — $ 20,600 $ 20,600 December 31, 2020 Level 1 Level 2 Level 3 Total Assets Cash equivalents Money market funds $ 89,888 $ — $ — $ 89,888 U.S. treasury 39,997 — — 39,997 Total cash equivalents $ 129,885 $ — $ — $ 129,885 Marketable investments (Short and Long-term) Certificates of deposit $ — $ 3,480 $ — $ 3,480 U.S. treasury 297,540 — — 297,540 U.S. agency securities — 98,711 — 98,711 Commercial paper — 5,093 — 5,093 Municipal bonds — 3,145 — 3,145 Corporate bonds — 17,329 — 17,329 Total marketable investments $ 297,540 $ 127,758 $ — $ 425,298 Liabilities Contingent consideration $ — $ — $ 18,100 $ 18,100 |
Summary of the Changes for Contingent Consideration Liabilities | A reconciliation of the beginning and ending balance for contingent consideration consisted of the following (in thousands): Three Months Ended March 31, 2021 Beginning of the period, December 31, 2020 $ 18,100 Change in fair value of contingent consideration 2,500 End of the period, March 31, 2021 $ 20,600 |
Financial Statement Components
Financial Statement Components (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Financial Statement Components [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash and cash equivalents consisted of the following (in thousands): March 31, 2021 December 31, 2020 Cash $ 114,937 $ 90,487 Money market funds 58,228 89,888 U.S. treasury — 39,997 Municipal bonds 3,161 — Total cash and cash equivalents $ 176,326 $ 220,372 |
Schedule of Accounts Receivable | Accounts receivable, net consisted of the following (in thousands): March 31, 2021 December 31, 2020 Trade accounts receivable $ 47,268 $ 42,366 Unbilled trade accounts receivable, net of advance client deposits 4,859 6,492 Allowance for doubtful accounts (140) (127) Accounts receivable, net $ 51,987 $ 48,731 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): March 31, 2021 December 31, 2020 Prepaid expenses $ 11,431 $ 9,816 Other current assets 6,779 5,036 Contract assets 1,463 1,297 Prepaid expenses and other current assets $ 19,673 $ 16,149 |
Schedule of Property and Equipment | Property and equipment, net consisted of the following (in thousands): March 31, 2021 December 31, 2020 Computer and network equipment $ 95,056 $ 89,763 Computer software 27,256 25,888 Internal-use software development costs 500 500 Furniture and fixtures 3,965 3,372 Leasehold improvements 6,195 2,335 Property and equipment 132,972 121,858 Accumulated depreciation and amortization (74,676) (70,645) Property and equipment, net $ 58,296 $ 51,213 Property and equipment capitalized under finance lease obligations consists primarily of computer and network equipment and was as follows (in thousands): March 31, 2021 December 31, 2020 Gross $ 44,064 $ 45,021 Less: accumulated depreciation and amortization (41,667) (41,908) Total $ 2,397 $ 3,113 |
Schedule of Accrued and Other Current Liabilities | Accrued and other current liabilities consisted of the following (in thousands): March 31, 2021 December 31, 2020 Accrued expenses 18,724 $ 15,217 Accrued compensation and benefits 34,236 29,233 Accrued and other current liabilities $ 52,960 $ 44,450 |
Schedule of Long-term Liabilities | Other long-term liabilities consisted of the following (in thousands): March 31, 2021 December 31, 2020 Deferred revenue $ 2,842 $ 3,373 Deferred tax liabilities 3,817 4,438 Other long-term liabilities 5,369 5,554 Contingent consideration 20,600 18,100 Other long-term liabilities $ 32,628 $ 31,465 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Activity | The following table summarizes the activity in the Company's intangible assets balance during the three months ended March 31, 2021 (in thousands): Intangible Assets Beginning of the period, December 31, 2020 $ 51,684 Amortization (2,947) End of the period, March 31, 2021 $ 48,737 |
Schedule of Intangible Assets | The components of intangible assets were as follows (in thousands): March 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Amortization period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Amortization period (Years) Developed technology $ 56,214 $ (9,526) $ 46,688 4.7 $ 56,214 $ (6,761) $ 49,453 4.9 Acquired workforce 470 (216) 254 1.7 470 (177) 293 1.9 Customer relationships 1,600 (181) 1,419 4.5 1,600 (101) 1,499 4.7 Trademarks 500 (124) 376 1.6 500 (61) 439 1.8 Total $ 58,784 $ (10,047) $ 48,737 4.6 $ 58,784 $ (7,100) $ 51,684 4.9 |
Schedule of Expected Future Amortization Expense of Intangible Assets | As of March 31, 2021, the expected future amortization expense for intangible assets was as follows (in thousands): Period Expected Future Amortization Expense Remaining 2021 $ 8,840 2022 11,704 2023 10,870 2024 7,527 2025 5,596 Thereafter 4,200 Total $ 48,737 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Convertible Senior Notes, Due 2025 | |
Debt Instrument [Line Items] | |
Schedule of Net Carrying Amount of Notes and Impact to Additional Paid-in Capital | The net carrying amount of the 2025 convertible senior notes as of March 31, 2021 (post-ASU 2020-06 adoption) and as of December 31, 2020 (pre-ASU 2020-06 adoption) was as follows (in thousands): March 31, 2021 December 31, 2020 Principal $ 747,500 $ 747,500 Unamortized debt discount — (141,792) Unamortized issuance costs (15,619) (13,192) Net carrying amount $ 731,881 $ 592,516 The net carrying amount of the equity component of the 2025 convertible senior notes as of March 31, 2021 (post-ASU 2020-06 adoption) and as of December 31, 2020 (pre-ASU 2020-06 adoption) was as follows (in thousands): March 31, 2021 December 31, 2020 Equity component $ — $ 158,321 Issuance costs — (3,958) Net carrying amount $ — $ 154,363 |
Schedule of Interest Expense Related to the Notes | Interest expense related to the 2025 convertible senior notes was as follows (in thousands): Three Months Ended March 31, 2021 Contractual interest expense $ 934 Amortization of debt discount — Amortization of issuance costs 890 Total interest expense $ 1,824 |
Schedule of Maturities of Debt | Maturity of the Company’s 2025 convertible senior notes as of March 31, 2021 was as follows (in thousands): Period Amount to Mature 2025 (Maturity date of June 1, 2025) $ 747,500 Total $ 747,500 |
Convertible Senior Notes, Due 2023 | |
Debt Instrument [Line Items] | |
Schedule of Net Carrying Amount of Notes and Impact to Additional Paid-in Capital | The net carrying amount of the 2023 convertible senior notes as of March 31, 2021 (post-ASU 2020-06 adoption) and as of December 31, 2020 (pre-ASU 2020-06 adoption) was as follows (in thousands): March 31, 2021 December 31, 2020 Principal $ 51,037 $ 58,867 Unamortized debt discount — (7,367) Unamortized issuance costs (677) (700) Net carrying amount $ 50,360 $ 50,800 The net carrying amount of the equity component of the 2023 convertible senior notes as of March 31, 2021 (post-ASU 2020-06 adoption) and as of December 31, 2020 (pre-ASU 2020-06 adoption) was as follows (in thousands): March 31, 2021 December 31, 2020 Equity component $ — $ 14,505 Issuance costs — (455) Net carrying amount $ — $ 14,050 |
Schedule of Interest Expense Related to the Notes | Interest expense related to the 2023 convertible senior notes was as follows (in thousands): Three Months Ended March 31, 2021 March 31, 2020 Contractual interest expense $ 17 $ 81 Amortization of debt discount — 3,032 Amortization of issuance costs 84 288 Total interest expense $ 101 $ 3,401 |
Schedule of Maturities of Debt | Maturity of the Company’s 2023 convertible senior notes as of March 31, 2021 was as follows (in thousands): Period Amount to Mature 2023 (Maturity date of May 1, 2023) $ 51,037 Total $ 51,037 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | Shares of common stock reserved for future issuance related to outstanding equity awards and employee equity incentive plans were as follows (in thousands): March 31, 2021 Stock options outstanding 2,244 Restricted stock units outstanding 2,515 Shares available for future grant under 2014 Plan 14,241 Shares available for future issuance under ESPP 3,197 Total shares of common stock reserved 22,197 |
Schedule of Stock Option Activity | A summary of the Company’s stock option activity during the three months ended March 31, 2021 is as follows (in thousands, except years and per share data): Number of Weighted Weighted Aggregate Outstanding as of December 31, 2020 2,255 $ 26.33 Options granted (weighted average grant date fair value of $81.64 per share) 118 181.30 Options exercised (123) 17.97 Options forfeited or expired (6) 54.31 Outstanding as of March 31, 2021 2,244 $ 34.86 5.5 $ 275,656 |
Schedule of RSU Activity | A summary of the Company’s restricted stock unit ("RSU"), activity during the three months ended March 31, 2021 is as follows (in thousands, except per share data): Number of Shares Weighted Average Grant Date Fair Value Per Share Outstanding as of December 31, 2020 2,267 $ 65.42 RSUs granted 566 182.81 RSUs vested and released (286) 46.77 RSUs forfeited (32) 80.52 Outstanding as of March 31, 2021 2,515 93.25 |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense was as follows (in thousands): Three Months Ended March 31, 2021 March 31, 2020 Cost of revenue $ 3,105 $ 1,989 Research and development 4,763 2,806 Sales and marketing 6,771 4,106 General and administrative 6,269 4,893 Total stock-based compensation $ 20,908 $ 13,794 |
Schedule of Unrecognized Compensation Expense | As of March 31, 2021, unrecognized stock-based compensation expense by award type and their expected weighted-average recognition periods are summarized in the following table (in thousands, except years). Stock Option RSU ESPP Unrecognized stock-based compensation expense $ 29,204 $ 221,911 $ 684 Weighted-average amortization period 2.9 years 3.2 years 0.1 years |
Schedule of Valuation Assumptions, Stock Option | The weighted-average assumptions used to value stock options granted during the periods presented were as follows: Stock Options Three Months Ended March 31, 2021 March 31, 2020 Expected term (years) 6.0 6.0 Volatility 47 % 47 % Risk-free interest rate 1.0 % 1.2 % Dividend yield (1) — — (1) The Company has not paid, and does not anticipate paying, cash dividends on its shares of common stock. Accordingly, the expected dividend yield is zero. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended March 31, 2021 March 31, 2020 Net loss $ (12,332) $ (7,437) Weighted-average shares used in computing basic and diluted net loss per share 66,721 61,705 Basic and diluted net loss per share $ (0.18) $ (0.12) |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share | The following securities were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive (in thousands): Three Months Ended March 31, 2021 March 31, 2020 Stock options 2,244 2,557 Restricted stock units 2,515 2,962 Convertible senior notes (1) 6,884 2,709 Total 11,643 8,228 |
Geographical Information (Table
Geographical Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Revenues and Property and Equipment by Geographic Region | The following table summarizes revenues by geographic region based on client billing address (in thousands): Three Months Ended March 31, 2021 March 31, 2020 United States $ 125,886 $ 87,431 International 11,996 7,657 Total revenue $ 137,882 $ 95,088 The following table summarizes total property and equipment, net in the respective locations (in thousands): March 31, 2021 December 31, 2020 United States $ 50,211 $ 43,339 International 8,085 7,874 Property and equipment, net $ 58,296 $ 51,213 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of lease expenses | The components of lease expenses were as follows (in thousands): Three Months Ended March 31, 2021 March 31, 2020 Operating lease cost $ 2,668 $ 1,516 Finance lease cost: Amortization of right-of-use assets $ 717 $ 1,277 Interest on finance lease liabilities 13 82 Total finance lease cost $ 730 $ 1,359 Supplemental cash flow information related to leases was as follows (in thousands): Three Months Ended March 31, 2021 March 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash used in operating leases $ (2,038) $ (1,584) Financing cash used in finance leases (456) (1,229) Right of use assets obtained in exchange for lease obligations: Operating leases 38,339 3,892 Finance leases — — Weighted average remaining terms were as follows (in years): March 31, 2021 December 31, 2020 Weighted average remaining lease term Operating leases 8.4 2.6 Finance leases 0.4 0.5 Weighted average discount rates were as follows: March 31, 2021 December 31, 2020 Weighted average discount rate Operating leases 3.2 % 4.5 % Finance leases 8.6 % 7.9 % |
Schedule of balance sheet information related to leases | Supplemental balance sheet information related to leases was as follows (in thousands): March 31, 2021 December 31, 2020 Operating leases Operating lease right-of-use assets $ 44,960 $ 9,010 Operating lease liabilities $ 5,478 $ 3,912 Operating lease liabilities — less current portion 45,135 5,379 Total operating lease liabilities $ 50,613 $ 9,291 Finance leases Property and equipment, gross $ 44,064 $ 45,021 Less: accumulated depreciation and amortization (41,667) (41,908) Property and equipment, net $ 2,397 $ 3,113 Finance lease liabilities: Finance leases $ 156 $ 612 Finance lease liabilities — less current portion — — Total finance lease liabilities $ 156 $ 612 |
Schedule of operating lease maturities | Maturities of lease liabilities were as follows (in thousands): Year Ending December 31, Operating Leases Finance Leases Remaining 2021 $ 4,151 $ 160 2022 8,895 — 2023 7,349 — 2024 5,649 — 2025 4,916 — Thereafter 27,360 Total future minimum lease payments 58,320 160 Less: imputed interest (7,707) (4) Total $ 50,613 $ 156 |
Schedule of finance lease maturities | Maturities of lease liabilities were as follows (in thousands): Year Ending December 31, Operating Leases Finance Leases Remaining 2021 $ 4,151 $ 160 2022 8,895 — 2023 7,349 — 2024 5,649 — 2025 4,916 — Thereafter 27,360 Total future minimum lease payments 58,320 160 Less: imputed interest (7,707) (4) Total $ 50,613 $ 156 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table presents the preliminary allocation of the purchase price at the acquisition date (in thousands): Cash $ 1,394 Property and equipment acquired 124 Other assets acquired 2,238 Acquired technology 28,600 Customer relationships 1,100 Trade name and trademarks 400 Goodwill 130,976 Total assets acquired 164,832 Liabilities assumed (3,525) Deferred tax liability (4,616) Total consideration $ 156,691 Total consideration (net of cash acquired) $ 155,297 Cash $ 168 Tangible assets acquired 200 Acquired technology 12,200 Customer relationships 500 Trade name and trademarks 100 Goodwill 22,646 Total assets acquired 35,814 Deferred tax liability (2,910) Liabilities assumed (682) Total $ 32,222 |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||||
Mar. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | May 31, 2018 | ||
New Accounting Pronouncement, Early Adoption [Line Items] | |||||||
Adjustment of newly adopted accounting principle | $ 206,466 | $ 144,206 | $ 279,164 | $ 196,458 | |||
Unwind Of Partially Capped Calls On Convertible Debt | |||||||
New Accounting Pronouncement, Early Adoption [Line Items] | |||||||
Quantifying misstatement in current year financial statements, amount | 2,300 | ||||||
Additional Paid-In Capital | |||||||
New Accounting Pronouncement, Early Adoption [Line Items] | |||||||
Adjustment of newly adopted accounting principle | 368,260 | 331,528 | 476,941 | 351,870 | |||
Accumulated Deficit | |||||||
New Accounting Pronouncement, Early Adoption [Line Items] | |||||||
Adjustment of newly adopted accounting principle | $ (163,486) | $ (187,768) | (198,179) | $ (156,049) | |||
Cumulative Effect, Period of Adoption, Adjustment | ASU 2020-06 | |||||||
New Accounting Pronouncement, Early Adoption [Line Items] | |||||||
Adjustment of newly adopted accounting principle | [1] | (145,669) | |||||
Cumulative Effect, Period of Adoption, Adjustment | ASU 2020-06 | Additional Paid-In Capital | |||||||
New Accounting Pronouncement, Early Adoption [Line Items] | |||||||
Adjustment of newly adopted accounting principle | [1] | (168,412) | |||||
Cumulative Effect, Period of Adoption, Adjustment | ASU 2020-06 | Accumulated Deficit | |||||||
New Accounting Pronouncement, Early Adoption [Line Items] | |||||||
Adjustment of newly adopted accounting principle | [1] | $ 22,743 | |||||
Convertible Senior Notes, Due 2023 | Convertible debt | |||||||
New Accounting Pronouncement, Early Adoption [Line Items] | |||||||
Stated interest rate on debt (percent) | 0.125% | ||||||
Convertible Senior Notes, Due 2025 | Convertible debt | |||||||
New Accounting Pronouncement, Early Adoption [Line Items] | |||||||
Stated interest rate on debt (percent) | 0.50% | ||||||
[1] | (1) Effective January 1, 2021, the Company adopted ASU 2020-06. Accordingly, the Company recorded a net reduction to opening accumulated deficit of $22.7 million and a net reduction to opening additional paid-in capital of $168.4 million as of January 1, 2021 due to the cumulative impact of adopting this new standard. See Note 1 for more information. |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 51,987 | $ 48,731 |
Deferred contract acquisition costs, current | 23,249 | 20,695 |
Deferred contract acquisition costs, non-current | 59,823 | 51,934 |
Total deferred contract acquisition costs, net | 83,072 | 72,629 |
Contract assets (included in prepaid expenses and other current assets) | 1,463 | 1,297 |
Contract liabilities (deferred revenue) | 32,835 | 31,983 |
Contract liabilities (deferred revenue) (included in other long-term liabilities) | 2,842 | 3,373 |
Net contract liabilities | $ (34,214) | $ (34,059) |
Revenue - Narrative (Details)
Revenue - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Contract revenue recognized | $ 20.3 |
Contract acquisition costs | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Amortization period of capitalized contract cost | 5 years |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligations (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Performance obligation | $ 369.8 |
Performance obligation, description of timing | The Company expects to recognize revenue on approximately three-fourths of the remaining performance obligation over the next 24 months, with the balance recognized thereafter. The Company has elected the optional exemption, which allows for the exclusion of the amounts for remaining performance obligations that are part of contracts with an original expected duration of one year or less. Such remaining performance obligations represent unsatisfied or partially unsatisfied performance obligations pursuant to ASC 606 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation | $ 369.8 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation satisfaction period | 24 months |
Remaining performance obligation expected to be recognized (percent) | 75.00% |
Investments and Fair Value Me_3
Investments and Fair Value Measurements - Schedule of Marketable Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Cost | $ 467,063 | $ 425,240 |
Fair Value | 467,143 | 425,298 |
Short-Term Marketable Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 467,063 | 383,121 |
Gross Unrealized Gains | 89 | 61 |
Gross Unrealized Losses | (9) | (11) |
Fair Value | 467,143 | 383,171 |
Long-Term Marketable Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 42,119 | |
Gross Unrealized Gains | 9 | |
Gross Unrealized Losses | (1) | |
Fair Value | 42,127 | |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 3,481 | 3,480 |
Certificates of deposit | Short-Term Marketable Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 3,481 | 3,479 |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 3,481 | 3,480 |
U.S. treasury | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 359,530 | 297,540 |
U.S. treasury | Short-Term Marketable Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 359,453 | 287,315 |
Gross Unrealized Gains | 78 | 41 |
Gross Unrealized Losses | (1) | (4) |
Fair Value | 359,530 | 287,352 |
U.S. treasury | Long-Term Marketable Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 10,189 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | 10,189 | |
U.S. agency and government sponsored securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 65,427 | 98,711 |
U.S. agency and government sponsored securities | Short-Term Marketable Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 65,416 | 67,227 |
Gross Unrealized Gains | 11 | 12 |
Gross Unrealized Losses | 0 | (6) |
Fair Value | 65,427 | 67,233 |
U.S. agency and government sponsored securities | Long-Term Marketable Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 31,469 | |
Gross Unrealized Gains | 9 | |
Gross Unrealized Losses | (1) | |
Fair Value | 31,477 | |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 11,290 | 5,093 |
Commercial paper | Short-Term Marketable Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 11,290 | 5,093 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 11,290 | 5,093 |
Municipal bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 14,593 | 3,145 |
Municipal bonds | Short-Term Marketable Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 14,599 | 2,684 |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | (6) | (1) |
Fair Value | 14,593 | 2,684 |
Municipal bonds | Long-Term Marketable Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 461 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | 461 | |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 12,822 | 17,329 |
Corporate bonds | Short-Term Marketable Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 12,824 | 17,323 |
Gross Unrealized Gains | 0 | 6 |
Gross Unrealized Losses | (2) | 0 |
Fair Value | $ 12,822 | $ 17,329 |
Investments and Fair Value Me_4
Investments and Fair Value Measurements - Schedule of Continuous Unrealized Loss Position (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Losses | $ (9) | $ (13) |
Fair Value | 44,086 | 120,540 |
U.S. treasury | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Losses | (1) | (4) |
Fair Value | 20,200 | 78,549 |
U.S. agency and government sponsored securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Losses | 0 | (7) |
Fair Value | 0 | 39,443 |
Municipal bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Losses | (6) | (1) |
Fair Value | 12,828 | 1,201 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Losses | (2) | (1) |
Fair Value | $ 11,058 | $ 1,347 |
Investments and Fair Value Me_5
Investments and Fair Value Measurements - Maturity Dates (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Cost | ||
Due within one year | $ 467,063 | $ 383,121 |
Due after one year through two years | 0 | 42,119 |
Cost | 467,063 | 425,240 |
Fair Value | ||
Due within one year | 467,143 | 383,171 |
Due after one year through two years | 0 | 42,127 |
Total | $ 467,143 | $ 425,298 |
Investments and Fair Value Me_6
Investments and Fair Value Measurements - Schedule of Assets Carried at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash equivalents | $ 61,389 | $ 129,885 |
Marketable investments (Short term) | 467,143 | 425,298 |
Liabilities | ||
Contingent consideration | 20,600 | 18,100 |
Level 1 | ||
Assets | ||
Cash equivalents | 58,228 | 129,885 |
Marketable investments (Short term) | 359,530 | 297,540 |
Liabilities | ||
Contingent consideration | 0 | 0 |
Level 2 | ||
Assets | ||
Cash equivalents | 3,161 | 0 |
Marketable investments (Short term) | 107,613 | 127,758 |
Liabilities | ||
Contingent consideration | 0 | 0 |
Level 3 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Marketable investments (Short term) | 0 | 0 |
Liabilities | ||
Contingent consideration | 20,600 | 18,100 |
Certificates of deposit | ||
Assets | ||
Marketable investments (Short term) | 3,481 | 3,480 |
Certificates of deposit | Level 1 | ||
Assets | ||
Marketable investments (Short term) | 0 | 0 |
Certificates of deposit | Level 2 | ||
Assets | ||
Marketable investments (Short term) | 3,481 | 3,480 |
Certificates of deposit | Level 3 | ||
Assets | ||
Marketable investments (Short term) | 0 | 0 |
U.S. treasury | ||
Assets | ||
Marketable investments (Short term) | 359,530 | 297,540 |
U.S. treasury | Level 1 | ||
Assets | ||
Marketable investments (Short term) | 359,530 | 297,540 |
U.S. treasury | Level 2 | ||
Assets | ||
Marketable investments (Short term) | 0 | 0 |
U.S. treasury | Level 3 | ||
Assets | ||
Marketable investments (Short term) | 0 | 0 |
U.S. agency and government sponsored securities | ||
Assets | ||
Marketable investments (Short term) | 65,427 | 98,711 |
U.S. agency and government sponsored securities | Level 1 | ||
Assets | ||
Marketable investments (Short term) | 0 | 0 |
U.S. agency and government sponsored securities | Level 2 | ||
Assets | ||
Marketable investments (Short term) | 65,427 | 98,711 |
U.S. agency and government sponsored securities | Level 3 | ||
Assets | ||
Marketable investments (Short term) | 0 | 0 |
Commercial paper | ||
Assets | ||
Marketable investments (Short term) | 11,290 | 5,093 |
Commercial paper | Level 1 | ||
Assets | ||
Marketable investments (Short term) | 0 | 0 |
Commercial paper | Level 2 | ||
Assets | ||
Marketable investments (Short term) | 11,290 | 5,093 |
Commercial paper | Level 3 | ||
Assets | ||
Marketable investments (Short term) | 0 | 0 |
Municipal bonds | ||
Assets | ||
Marketable investments (Short term) | 14,593 | 3,145 |
Municipal bonds | Level 1 | ||
Assets | ||
Marketable investments (Short term) | 0 | 0 |
Municipal bonds | Level 2 | ||
Assets | ||
Marketable investments (Short term) | 14,593 | 3,145 |
Municipal bonds | Level 3 | ||
Assets | ||
Marketable investments (Short term) | 0 | 0 |
Corporate bonds | ||
Assets | ||
Marketable investments (Short term) | 12,822 | 17,329 |
Corporate bonds | Level 1 | ||
Assets | ||
Marketable investments (Short term) | 0 | 0 |
Corporate bonds | Level 2 | ||
Assets | ||
Marketable investments (Short term) | 12,822 | 17,329 |
Corporate bonds | Level 3 | ||
Assets | ||
Marketable investments (Short term) | 0 | 0 |
Money market funds | ||
Assets | ||
Cash equivalents | 58,228 | 89,888 |
Money market funds | Level 1 | ||
Assets | ||
Cash equivalents | 58,228 | 89,888 |
Money market funds | Level 2 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Money market funds | Level 3 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Municipal bonds | ||
Assets | ||
Cash equivalents | 3,161 | |
Municipal bonds | Level 1 | ||
Assets | ||
Cash equivalents | 0 | |
Municipal bonds | Level 2 | ||
Assets | ||
Cash equivalents | 3,161 | |
Municipal bonds | Level 3 | ||
Assets | ||
Cash equivalents | $ 0 | |
U.S. treasury | ||
Assets | ||
Cash equivalents | 39,997 | |
U.S. treasury | Level 1 | ||
Assets | ||
Cash equivalents | 39,997 | |
U.S. treasury | Level 2 | ||
Assets | ||
Cash equivalents | 0 | |
U.S. treasury | Level 3 | ||
Assets | ||
Cash equivalents | $ 0 |
Investments and Fair Value Me_7
Investments and Fair Value Measurements - Narrative (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Nov. 18, 2020 | |
Debt Instrument [Line Items] | ||||
Impairment loss on available-for-sale debt securities | $ 0 | |||
Contingent consideration | 20,600,000 | $ 18,100,000 | ||
Change in fair of value of contingent consideration | 2,500,000 | $ 0 | ||
Inference Solutions | ||||
Debt Instrument [Line Items] | ||||
Contingent consideration | $ 18,100,000 | |||
Inference Solutions | Maximum | ||||
Debt Instrument [Line Items] | ||||
Contingent consideration | 24,000,000 | 24,000,000 | ||
Level 2 | ||||
Debt Instrument [Line Items] | ||||
Contingent consideration | 0 | 0 | ||
Level 3 | ||||
Debt Instrument [Line Items] | ||||
Contingent consideration | 20,600,000 | 18,100,000 | ||
Level 3 | Inference Solutions | Maximum | ||||
Debt Instrument [Line Items] | ||||
Contingent consideration | 20,600,000 | |||
Change in fair of value of contingent consideration | 2,500,000 | |||
Nonrecurring | ||||
Debt Instrument [Line Items] | ||||
Assets measured at fair value on nonrecurring basis | 0 | 0 | ||
Liabilities measured at fair value on nonrecurring basis | 0 | 0 | ||
Convertible Senior Notes, Due 2023 | Level 2 | Convertible debt | ||||
Debt Instrument [Line Items] | ||||
Fair value of long-term debt | 194,700,000 | 253,100,000 | ||
Convertible Senior Notes, Due 2025 | Level 2 | Convertible debt | ||||
Debt Instrument [Line Items] | ||||
Fair value of long-term debt | $ 1,001,000,000 | $ 1,098,500,000 |
Investments and Fair Value Me_8
Investments and Fair Value Measurements - Reconciliation of Contingent Consideration (Details) - Fair Value, Recurring - Liability $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Summary of changes in contingent consideration liabilities | |
Beginning of the period, December 31, 2020 | $ 18,100 |
Change in fair value of contingent consideration | 2,500 |
End of the period, March 31, 2021 | $ 20,600 |
Financial Statement Component_2
Financial Statement Components - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | $ 176,326 | $ 220,372 |
Cash | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | 114,937 | 90,487 |
Money market funds | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | 58,228 | 89,888 |
U.S. treasury | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | 0 | 39,997 |
Municipal bonds | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | $ 3,161 | $ 0 |
Financial Statement Component_3
Financial Statement Components - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable [Line Items] | ||
Allowance for doubtful accounts | $ (140) | $ (127) |
Accounts receivable, net | 51,987 | 48,731 |
Trade accounts receivable | ||
Accounts Receivable [Line Items] | ||
Trade accounts receivable | 47,268 | 42,366 |
Unbilled trade accounts receivable, net of advance client deposits | ||
Accounts Receivable [Line Items] | ||
Trade accounts receivable | $ 4,859 | $ 6,492 |
Financial Statement Component_4
Financial Statement Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Financial Statement Components [Abstract] | ||
Prepaid expenses | $ 11,431 | $ 9,816 |
Other current assets | 6,779 | 5,036 |
Contract assets | 1,463 | 1,297 |
Prepaid expenses and other current assets | $ 19,673 | $ 16,149 |
Financial Statement Component_5
Financial Statement Components - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 132,972 | $ 121,858 | |
Accumulated depreciation and amortization | (74,676) | (70,645) | |
Property and equipment, net | 58,296 | 51,213 | |
Depreciation expense | 5,800 | $ 3,900 | |
Computer and network equipment | |||
Property, Plant and Equipment [Line Items] | |||
Computer and network equipment | 95,056 | 89,763 | |
Computer software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 27,256 | 25,888 | |
Internal-use software development costs | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 500 | 500 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 3,965 | 3,372 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 6,195 | $ 2,335 |
Financial Statement Component_6
Financial Statement Components - Schedule of Capital Leased Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Financial Statement Components [Abstract] | ||
Gross | $ 44,064 | $ 45,021 |
Less: accumulated depreciation and amortization | (41,667) | (41,908) |
Property and equipment, net | $ 2,397 | $ 3,113 |
Financial Statement Component_7
Financial Statement Components - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Financial Statement Components [Abstract] | ||
Accrued expenses | $ 18,724 | $ 15,217 |
Accrued compensation and benefits | 34,236 | 29,233 |
Accrued and other current liabilities | $ 52,960 | $ 44,450 |
Financial Statement Component_8
Financial Statement Components - Schedule of Long-term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred revenue | $ 2,842 | $ 3,373 |
Deferred tax liabilities | 3,817 | 4,438 |
Other long-term liabilities | 5,369 | 5,554 |
Contingent consideration | 20,600 | 18,100 |
Other long-term liabilities | $ 32,628 | $ 31,465 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill and Intangible Asset Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Finite-lived Intangible Assets [Roll Forward] | ||
Finite-Lived Intangible Assets, Net, Beginning Balance | $ 51,684 | |
Amortization of Intangible Assets | (2,947) | $ (1,100) |
Finite-Lived Intangible Assets, Net, Ending Balance | $ 48,737 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Acquired Finite-Lived Intangible Assets | |||
Gross Carrying Amount | $ 58,784 | $ 58,784 | |
Accumulated Amortization | (10,047) | (7,100) | |
Total | $ 48,737 | $ 51,684 | |
Weighted Average Remaining Amortization period (Years) | 4 years 7 months 6 days | 4 years 10 months 24 days | |
Amortization of Intangible Assets | $ 2,947 | $ 1,100 | |
Developed technology | |||
Acquired Finite-Lived Intangible Assets | |||
Gross Carrying Amount | 56,214 | $ 56,214 | |
Accumulated Amortization | (9,526) | (6,761) | |
Total | $ 46,688 | $ 49,453 | |
Weighted Average Remaining Amortization period (Years) | 4 years 8 months 12 days | 4 years 10 months 24 days | |
Acquired workforce | |||
Acquired Finite-Lived Intangible Assets | |||
Gross Carrying Amount | $ 470 | $ 470 | |
Accumulated Amortization | (216) | (177) | |
Total | $ 254 | $ 293 | |
Weighted Average Remaining Amortization period (Years) | 1 year 8 months 12 days | 1 year 10 months 24 days | |
Customer relationships | |||
Acquired Finite-Lived Intangible Assets | |||
Gross Carrying Amount | $ 1,600 | $ 1,600 | |
Accumulated Amortization | (181) | (101) | |
Total | $ 1,419 | $ 1,499 | |
Weighted Average Remaining Amortization period (Years) | 4 years 6 months | 4 years 8 months 12 days | |
Trademarks | |||
Acquired Finite-Lived Intangible Assets | |||
Gross Carrying Amount | $ 500 | $ 500 | |
Accumulated Amortization | (124) | (61) | |
Total | $ 376 | $ 439 | |
Weighted Average Remaining Amortization period (Years) | 1 year 7 months 6 days | 1 year 9 months 18 days |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Future Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remaining 2021 | $ 8,840 | |
2022 | 11,704 | |
2023 | 10,870 | |
2024 | 7,527 | |
2025 | 5,596 | |
Thereafter | 4,200 | |
Total | $ 48,737 | $ 51,684 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes and Capped Call (Details) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
May 31, 2020USD ($)shares | May 31, 2018USD ($)$ / shares | Jun. 30, 2020USD ($)$ / shares | Mar. 31, 2021USD ($)day$ / sharesRateshares | Sep. 30, 2020USD ($)dayconversion_election$ / shares | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($)shares | Sep. 30, 2019USD ($)dayconversion_election$ / shares | Dec. 31, 2020USD ($)shares | May 21, 2020$ / shares | |
Debt Instrument [Line Items] | ||||||||||
Cash Consideration to Repurchase Note | $ 7,840,000 | $ 0 | ||||||||
Common Stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Equity component from partial repurchase of 2023 convertible senior notes (in shares) | shares | 143,000 | |||||||||
Treasury Stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Partial unwind of capped calls related to the 2023 convertible senior notes (in shares) | shares | 18,786 | 15,714 | ||||||||
Convertible Senior Notes, Due 2023 | Common Stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Equity component from partial repurchase of 2023 convertible senior notes (in shares) | shares | 143,015 | |||||||||
Convertible Senior Notes, Due 2023 | Treasury Stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Partial unwind of capped calls related to the 2023 convertible senior notes (in shares) | shares | 18,786 | |||||||||
Convertible debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt balance | $ 798,500,000 | |||||||||
Convertible debt | Convertible Senior Notes, Due 2023 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate on debt (percent) | 0.125% | |||||||||
Proceeds from issuance of debt | $ 250,800,000 | |||||||||
Multiple of principle amount | $ 1,000 | $ 1,000 | $ 1,000 | |||||||
Conversion ratio on convertible debt | Rate | 2449.78% | |||||||||
Conversion price on convertible debt (in USD per share) | $ / shares | $ 40.82 | $ 40.82 | $ 40.82 | |||||||
Sinking fund payment | $ 0 | |||||||||
Equity component | $ 0 | $ 14,505,000 | ||||||||
Effective interest rate on debt (percent) | 5.32% | 6.39% | ||||||||
Payment on debt issuance cost | 8,000,000 | $ 700,000 | ||||||||
Debt issuance costs | $ 6,000,000 | 677,000 | 700,000 | |||||||
Convertible debt | 50,400,000 | |||||||||
Debt balance | $ 51,037,000 | 58,867,000 | ||||||||
Amortization of debt issuance costs, Effective interest rate | Rate | 0.76% | |||||||||
Cap price of the Capped Call Transactions (in dollars per share) | $ / shares | $ 62.80 | |||||||||
Debt Instrument, Repurchase Amount | $ 181,000,000 | |||||||||
Aggregate Consideration to Repurchase Note | 449,600,000 | |||||||||
Cash Consideration to Repurchase Note | 181,000,000 | |||||||||
Debt Instrument, Convertible, Carrying Amount of Debt Component | 155,800,000 | |||||||||
Debt Instrument, Convertible, Carrying Amount of Equity Component | 293,800,000 | $ 0 | 14,050,000 | |||||||
Carrying Value of Debt Subject to Repurchase, Net | 150,400,000 | |||||||||
Third party transaction costs | $ 500,000 | |||||||||
Loss on early extinguishment of debt | (1,200,000) | $ (5,800,000) | ||||||||
Debt Issuance Costs, Gross, within Extinguishment of Debt | $ 2,700,000 | $ 2,700,000 | ||||||||
Number of conversion features triggered | conversion_election | 1 | 1 | ||||||||
Conversion price per share, requiring conversion of instrument (in USD per share) | $ / shares | $ 53.07 | $ 53.07 | ||||||||
Debt instrument, conversion multiple of aggregate principal amount | 7,800,000 | |||||||||
Conversion of aggregate principal amount, term 1 | $ 9,800,000 | |||||||||
Number of shares covered in the Capped Call Transactions (shares) | shares | 6,300,000 | |||||||||
Cost of Capped Call Transactions recorded in additional paid in capital | $ 31,400,000 | |||||||||
Convertible debt | Convertible Senior Notes, Due 2023 | Common Stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Equity component from partial repurchase of 2023 convertible senior notes (in shares) | shares | 2,723,581 | |||||||||
Debt instrument, conversion multiple of aggregate principal amount, shares | shares | 143,015 | |||||||||
Convertible debt | Convertible Senior Notes, Due 2023 | Fundamental change event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt redemption price as percentage of principal amount | 100.00% | |||||||||
Convertible debt | Convertible Senior Notes, Due 2023 | On or after May 5, 2021 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of trading days | day | 20 | |||||||||
Number of consecutive trading days | day | 30 | |||||||||
Threshold percentage of stock price trigger | 130.00% | |||||||||
Debt redemption price as percentage of principal amount | 100.00% | |||||||||
Number of trading days preceding notice of redemption | day | 2 | |||||||||
Convertible debt | Convertible Senior Notes, Due 2023 | Convertible, term one | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of trading days | day | 20 | 20 | ||||||||
Number of consecutive trading days | day | 30 | 30 | ||||||||
Threshold percentage of stock price trigger | 130.00% | 130.00% | ||||||||
Convertible debt | Convertible Senior Notes, Due 2025 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate on debt (percent) | 0.50% | 0.50% | ||||||||
Proceeds from issuance of debt | $ 728,800,000 | |||||||||
Multiple of principle amount | $ 1,000 | |||||||||
Conversion ratio on convertible debt | Rate | 744.37% | |||||||||
Conversion price on convertible debt (in USD per share) | $ / shares | $ 134.34 | |||||||||
Premium on Conversion Price in relation to Closing Price (percentage) | 30.00% | |||||||||
Closing Price of Common Stock (in dollars per share) | $ / shares | 156.33 | $ 103.34 | ||||||||
Share Price of Common Stock with Conversion Premium (in dollars per share) | $ / shares | $ 174.64 | |||||||||
Sinking fund payment | $ 0 | |||||||||
Equity component | $ 0 | 158,321,000 | ||||||||
Effective interest rate on debt (percent) | 5.76% | |||||||||
Payment on debt issuance cost | $ 18,700,000 | $ 15,600,000 | ||||||||
Debt issuance costs | $ 14,700,000 | 15,619,000 | 13,192,000 | |||||||
Convertible debt | 731,900,000 | |||||||||
Debt balance | $ 747,500,000 | 747,500,000 | ||||||||
Amortization of debt issuance costs, Effective interest rate | Rate | 1.00% | |||||||||
Cap price of the Capped Call Transactions (in dollars per share) | $ / shares | $ 206.68 | |||||||||
Purchase of capped calls related to the 2025 convertible senior notes | $ 90,500,000 | |||||||||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 0 | $ 154,363,000 | ||||||||
Number of shares covered in the Capped Call Transactions (shares) | shares | 5,600,000 | |||||||||
Convertible debt | Convertible Senior Notes, Due 2025 | Fundamental change event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt redemption price as percentage of principal amount | 100.00% | |||||||||
Convertible debt | Convertible Senior Notes, Due 2025 | on or after June 6, 2023 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of trading days | day | 20 | |||||||||
Number of consecutive trading days | day | 30 | |||||||||
Threshold percentage of stock price trigger | 130.00% | |||||||||
Debt redemption price as percentage of principal amount | 100.00% | |||||||||
Number of trading days preceding notice of redemption | day | 2 | |||||||||
Convertible debt | Convertible Senior Notes, Due 2025 | Convertible, term one | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of trading days | day | 20 | |||||||||
Number of consecutive trading days | day | 30 | |||||||||
Threshold percentage of stock price trigger | 130.00% | |||||||||
Convertible debt | Convertible Senior Notes, Due 2025 | Convertible, term two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of trading days | day | 5 | |||||||||
Number of consecutive trading days | day | 5 | |||||||||
Threshold percentage of stock price trigger | 98.00% | |||||||||
Private placement | Convertible debt | Convertible Senior Notes, Due 2023 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount of debt | $ 258,800,000 | 747,500,000 | $ 747,500,000 | |||||||
Option to Purchase Additional Debt through Private Offering | $ 97,500,000 | $ 97,500,000 |
Debt - Schedule of Net Carrying
Debt - Schedule of Net Carrying Amount of the Liability Component of the Notes (Details) - Convertible debt - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | May 31, 2020 | May 31, 2018 |
Debt Instrument [Line Items] | ||||
Principal | $ 798,500 | |||
Convertible Senior Notes, Due 2025 | ||||
Debt Instrument [Line Items] | ||||
Principal | 747,500 | $ 747,500 | ||
Unamortized debt discount | 0 | (141,792) | ||
Unamortized issuance costs | (15,619) | (13,192) | $ (14,700) | |
Total debt, net carrying value | 731,881 | 592,516 | ||
Convertible Senior Notes, Due 2023 | ||||
Debt Instrument [Line Items] | ||||
Principal | 51,037 | 58,867 | ||
Unamortized debt discount | 0 | (7,367) | ||
Unamortized issuance costs | (677) | (700) | $ (6,000) | |
Total debt, net carrying value | $ 50,360 | $ 50,800 |
Debt - Schedule of Equity Compo
Debt - Schedule of Equity Component of Debt (Details) - Convertible debt - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | May 31, 2020 |
Convertible Senior Notes, Due 2025 | |||
Debt Instrument [Line Items] | |||
Equity component | $ 0 | $ 158,321 | |
Issuance costs | 0 | (3,958) | |
Net carrying amount | 0 | 154,363 | |
Convertible Senior Notes, Due 2023 | |||
Debt Instrument [Line Items] | |||
Equity component | 0 | 14,505 | |
Issuance costs | 0 | (455) | |
Net carrying amount | $ 0 | $ 14,050 | $ 293,800 |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Debt Instrument [Line Items] | ||
Interest Expense | $ 1,938 | $ 3,484 |
Convertible Senior Notes, Due 2025 | Convertible debt | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 934 | |
Amortization of debt discount | 0 | |
Amortization of issuance costs | 890 | |
Interest Expense | 1,824 | |
Convertible Senior Notes, Due 2023 | Convertible debt | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 17 | 81 |
Amortization of debt discount | 0 | 3,032 |
Amortization of issuance costs | 84 | 288 |
Interest Expense | $ 101 | $ 3,401 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Debt (Details) - Convertible debt - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total | $ 798,500 | |
Convertible Senior Notes, Due 2025 | ||
Debt Instrument [Line Items] | ||
2025 (Maturity date of June 1, 2025) | 747,500 | |
Total | 747,500 | $ 747,500 |
Convertible Senior Notes, Due 2023 | ||
Debt Instrument [Line Items] | ||
2023 (Maturity date of May 1, 2023) | 51,037 | |
Total | $ 51,037 | $ 58,867 |
Stockholders' Equity - Capital
Stockholders' Equity - Capital Structure (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity Capital Structure [Line Items] | ||
Common stock shares authorized (shares) | 450,000,000 | |
Common Stock par value (in dollars per share) | $ 0.001 | |
Common stock shares issued (shares) | 67,029,731 | 66,496,060 |
Common stock shares outstanding (shares) | 67,029,731 | 66,496,060 |
Preferred stock shares authorized (shares) | 5,000,000 | |
Preferred stock par value (in dollars per share) | $ 0.001 | |
Preferred stock shares issued (shares) | 0 | 0 |
Preferred stock shares outstanding (shares) | 0 | 0 |
Common Stock | ||
Stockholders' Equity Capital Structure [Line Items] | ||
Equity component from partial repurchase of 2023 convertible senior notes (in shares) | 143,000 | |
Common Stock | Convertible Senior Notes, Due 2023 | ||
Stockholders' Equity Capital Structure [Line Items] | ||
Equity component from partial repurchase of 2023 convertible senior notes (in shares) | 143,015 | |
Treasury Stock | ||
Stockholders' Equity Capital Structure [Line Items] | ||
Partial unwind of capped calls related to the 2023 convertible senior notes (in shares) | 18,786 | 15,714 |
Treasury Stock | Convertible Senior Notes, Due 2023 | ||
Stockholders' Equity Capital Structure [Line Items] | ||
Partial unwind of capped calls related to the 2023 convertible senior notes (in shares) | 18,786 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Reserved for Future Issuance (Details) shares in Thousands | Mar. 31, 2021shares |
Class of Stock | |
Common stock reserved for future issuance (in shares) | 22,197 |
Stock options | |
Class of Stock | |
Common stock reserved for future issuance (in shares) | 2,244 |
Restricted stock units | |
Class of Stock | |
Common stock reserved for future issuance (in shares) | 2,515 |
ESPP | |
Class of Stock | |
Common stock reserved for future issuance (in shares) | 3,197 |
2014 Plan | |
Class of Stock | |
Common stock reserved for future issuance (in shares) | 14,241 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Options Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Closing market price of common stock (in USD per share) | $ 156.33 |
Stock options | |
Options Outstanding [Roll Forward] | |
Outstanding, beginning balance (in shares) | shares | 2,255 |
Options granted (weighted average grant date fair value of $34.26 per share) (in shares) | shares | 118 |
Options exercised (in shares) | shares | (123) |
Options forfeited or expired (in shares) | shares | (6) |
Outstanding, ending balance (in shares) | shares | 2,244 |
Options Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Outstanding, beginning balance, weighted average exercise price (in USD per share) | $ 26.33 |
Options granted, weighted average exercise price (in USD per share) | 181.30 |
Options exercised, weighted average exercise price (in USD per share) | 17.97 |
Options forfeited or expired, weighted average exercise price (in USD per share) | 54.31 |
Outstanding, ending balance, weighted average exercise price (in USD per share) | $ 34.86 |
Outstanding, ending balance, weighted average remaining contractual life (years) | 5 years 6 months |
Outstanding, ending balance, aggregate intrinsic value | $ | $ 275,656 |
Weighted average grant date fair value, options granted (in USD per share) | $ 81.64 |
Stockholders' Equity - RSU Acti
Stockholders' Equity - RSU Activity (Details) - Restricted stock units shares in Thousands | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Number of Shares | |
Outstanding, beginning balance (in shares) | shares | 2,267 |
RSUs granted (in shares) | shares | 566 |
RSUs vested and released (in shares) | shares | (286) |
RSUs forfeited (in shares) | shares | (32) |
Outstanding, ending balance (in shares) | shares | 2,515 |
Weighted Average Grant Date Fair Value Per Share | |
Outstanding, beginning balance, weighted-average grant date fair value per share (in USD per share) | $ / shares | $ 65.42 |
RSUs granted, weighted average grant date fair value (in USD per share) | $ / shares | 182.81 |
RSUs vested and released, weighted average grant date fair value (in USD per share) | $ / shares | 46.77 |
RSUs forfeited, weighted average grant date fair value (in USD per share) | $ / shares | 80.52 |
Outstanding, ending balance, weighted-average grant date fair value per share (in USD per share) | $ / shares | $ 93.25 |
Stockholders' Equity - Stock-ba
Stockholders' Equity - Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Stock-based Compensation Expense | ||
Stock-based compensation expense | $ 20,908 | $ 13,794 |
Stock options | ||
Stock-based Compensation Expense | ||
Unrecognized stock-based compensation expense | $ 29,204 | |
Weighted-average amortization period (years) | 2 years 10 months 24 days | |
Restricted stock units | ||
Stock-based Compensation Expense | ||
Unrecognized stock-based compensation expense | $ 221,911 | |
Weighted-average amortization period (years) | 3 years 2 months 12 days | |
ESPP | ||
Stock-based Compensation Expense | ||
Unrecognized stock-based compensation expense | $ 684 | |
Weighted-average amortization period (years) | 1 month 6 days | |
Cost of revenue | ||
Stock-based Compensation Expense | ||
Stock-based compensation expense | $ 3,105 | 1,989 |
Research and development | ||
Stock-based Compensation Expense | ||
Stock-based compensation expense | 4,763 | 2,806 |
Sales and marketing | ||
Stock-based Compensation Expense | ||
Stock-based compensation expense | 6,771 | 4,106 |
General and administrative | ||
Stock-based Compensation Expense | ||
Stock-based compensation expense | $ 6,269 | $ 4,893 |
Stockholders' Equity - Valuatio
Stockholders' Equity - Valuation Assumptions (Details) - Stock options | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Class of Stock | ||
Expected term (years) | 6 years | 6 years |
Volatility (percent) | 47.00% | 47.00% |
Risk-free interest rate (percent) | 1.00% | 1.20% |
Dividend yield (percent) | 0.00% | 0.00% |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (12,332) | $ (7,437) |
Weighted-average shares used in computing basic and diluted net loss per share (in shares) | 66,721 | 61,705 |
Basic and diluted net loss per share (in usd per share) | $ (0.18) | $ (0.12) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - $ / shares shares in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share (shares) | 11,643 | 8,228 | ||
Convertible Senior Notes, Due 2023 | Convertible debt | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Conversion price on convertible debt (in USD per share) | $ 40.82 | $ 40.82 | $ 40.82 | |
Convertible Senior Notes, Due 2025 | Convertible debt | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Conversion price on convertible debt (in USD per share) | $ 134.34 | |||
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share (shares) | 2,244 | 2,557 | ||
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share (shares) | 2,515 | 2,962 | ||
Convertible senior notes (1) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Anti-dilutive securities excluded from calculation of diluted net loss per share (shares) | 6,884 | 2,709 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Provision for (benefit from) income taxes | $ (517) | $ 69 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Sep. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | |
Other Commitments [Line Items] | |||
Operating lease liability | $ 50,613 | $ 9,291 | |
Hosting and telecommunications agreement | |||
Other Commitments [Line Items] | |||
Total commitments under agreements | 6,500 | ||
Purchase Commitment - Cloud Services Agreement | |||
Other Commitments [Line Items] | |||
Term of commitment (in years) | 3 years | ||
Expiring commercial commitment balance | $ 12,500 | 9,600 | |
Commercial commitment to be paid remainder of 2021 | 7,000 | ||
Commercial commitment to be paid in year 2022 | $ 2,600 | ||
Maximum | |||
Other Commitments [Line Items] | |||
Operating lease, term of contract (in months) | 10 years | ||
Maximum | Hosting and telecommunications agreement | |||
Other Commitments [Line Items] | |||
Period for various agreements (in months) | 60 months | ||
Convertible debt | |||
Other Commitments [Line Items] | |||
Debt balance | $ 798,500 |
Geographical Information - Sche
Geographical Information - Schedule of Revenue and Property and Equipment by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets | |||
Revenue | $ 137,882 | $ 95,088 | |
Property and equipment, net | 58,296 | $ 51,213 | |
United States | |||
Revenues from External Customers and Long-Lived Assets | |||
Revenue | 125,886 | 87,431 | |
Property and equipment, net | 50,211 | 43,339 | |
International | |||
Revenues from External Customers and Long-Lived Assets | |||
Revenue | 11,996 | $ 7,657 | |
Property and equipment, net | $ 8,085 | $ 7,874 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Feb. 01, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease termination notice, period (in days) | 30 days | ||
Operating lease liability | $ 50,613 | $ 9,291 | |
Amount of lease obligation, not yet commenced | $ 4,200 | ||
Operating lease not yet commenced, term of lease (in years) | 3 years | ||
Bishop Ranch Building Lease | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, term of contract (in years) | 10 years | ||
Operating lease liability | $ 46,400 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, term of contract (in years) | 1 year | ||
Operating lease, extension term (in years) | 3 years | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, term of contract (in years) | 10 years | ||
Operating lease, extension term (in years) | 5 years |
Leases - Lease Cost and Supplem
Leases - Lease Cost and Supplemental Cash Flow (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 2,668 | $ 1,516 |
Finance lease cost: | ||
Amortization of right-of-use assets | 717 | 1,277 |
Interest on finance lease liabilities | 13 | 82 |
Total finance lease cost | 730 | 1,359 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash used in operating leases | (2,038) | (1,584) |
Financing cash used in finance leases | (456) | (1,229) |
Right-of-use assets obtained in exchange for new operating leases | 38,339 | 3,892 |
Right of use assets obtained in exchange for new finance leases | $ 0 | $ 0 |
Leases - Balance Sheet Disclosu
Leases - Balance Sheet Disclosures (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 44,960 | $ 9,010 |
Operating lease liabilities | 5,478 | 3,912 |
Operating lease liabilities — less current portion | 45,135 | 5,379 |
Total operating lease liabilities | 50,613 | 9,291 |
Property and equipment, gross | 44,064 | 45,021 |
Less: accumulated depreciation and amortization | (41,667) | (41,908) |
Property and equipment, net | 2,397 | 3,113 |
Finance lease liabilities | 156 | 612 |
Finance lease liabilities — less current portion | 0 | 0 |
Total finance lease liabilities | $ 156 | $ 612 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Terms and Discount Rates (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted average remaining lease term, Operating leases (in years) | 8 years 4 months 24 days | 2 years 7 months 6 days |
Weighted average remaining lease term, Finance leases (in years) | 4 months 24 days | 6 months |
Weighted average discount rate, Operating leases (percent) | 3.20% | 4.50% |
Weighted average discount rate, Finance leases (percent) | 8.60% | 7.90% |
Leases - Lease Maturities (Deta
Leases - Lease Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
Remaining 2021 | $ 4,151 | |
2022 | 8,895 | |
2023 | 7,349 | |
2024 | 5,649 | |
2025 | 4,916 | |
Thereafter | 27,360 | |
Total future minimum lease payments | 58,320 | |
Less: imputed interest | (7,707) | |
Total | 50,613 | $ 9,291 |
Finance Leases | ||
Remaining 2021 | 160 | |
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
Thereafter | ||
Total future minimum lease payments | 160 | |
Less: imputed interest | (4) | |
Total | $ 156 | $ 612 |
Acquisitions - Inference Soluti
Acquisitions - Inference Solutions Narrative (Details) - USD ($) $ in Thousands | Nov. 18, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Contingent consideration | $ 20,600 | $ 18,100 | |
Goodwill | 165,420 | 165,420 | |
Inference Solutions | |||
Business Acquisition [Line Items] | |||
Consideration transferred | $ 156,700 | ||
Cash paid to acquire business | 137,000 | ||
Contingent consideration | 18,100 | ||
Contingent consideration, range of outcomes, low | 0 | ||
Contingent consideration, range of outcomes, high | 24,000 | ||
Goodwill | $ 130,976 | ||
Business combination, acquisition related costs | 200 | 2,900 | |
Inference Solutions | Developed technology | |||
Business Acquisition [Line Items] | |||
Acquired finite-lived intangible assets, weighted average useful life (Years) | 6 years | ||
Inference Solutions | Customer relationships | |||
Business Acquisition [Line Items] | |||
Acquired finite-lived intangible assets, weighted average useful life (Years) | 5 years | ||
Inference Solutions | Trade name and trademarks | |||
Business Acquisition [Line Items] | |||
Acquired finite-lived intangible assets, weighted average useful life (Years) | 2 years | ||
Inference Solutions | Maximum | |||
Business Acquisition [Line Items] | |||
Contingent consideration | $ 24,000 | $ 24,000 |
Acquisitions - Inference Solu_2
Acquisitions - Inference Solutions Table (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 18, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 165,420 | $ 165,420 | |
Inference Solutions | |||
Business Acquisition [Line Items] | |||
Cash | $ 1,394 | ||
Property and equipment acquired | 124 | ||
Other assets acquired | 2,238 | ||
Goodwill | 130,976 | ||
Total assets acquired | 164,832 | ||
Liabilities assumed | (3,525) | ||
Deferred tax liability | (4,616) | ||
Total | 156,691 | ||
Total consideration (net of cash acquired) | 155,297 | ||
Inference Solutions | Developed technology | |||
Business Acquisition [Line Items] | |||
Finite-lived intangibles acquired | 28,600 | ||
Inference Solutions | Customer relationships | |||
Business Acquisition [Line Items] | |||
Finite-lived intangibles acquired | 1,100 | ||
Inference Solutions | Trade name and trademarks | |||
Business Acquisition [Line Items] | |||
Finite-lived intangibles acquired | $ 400 |
Acquisitions - Virtual Observer
Acquisitions - Virtual Observer Narrative (Details) - USD ($) $ in Thousands | Nov. 18, 2020 | Apr. 01, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 165,420 | $ 165,420 | |||
Virtual Observer, formerly known as Coordinated Systems, Inc. | |||||
Business Acquisition [Line Items] | |||||
Cash paid to acquire business | $ 32,200 | ||||
Goodwill | $ 22,646 | ||||
Virtual Observer, formerly known as Coordinated Systems, Inc. | Trade name and trademarks | |||||
Business Acquisition [Line Items] | |||||
Acquired finite-lived intangible assets, weighted average useful life (Years) | 2 years | ||||
Business combination, acquisition related costs | $ 900 | $ 300 | |||
Virtual Observer, formerly known as Coordinated Systems, Inc. | Developed technology | |||||
Business Acquisition [Line Items] | |||||
Acquired finite-lived intangible assets, weighted average useful life (Years) | 5 years | ||||
Virtual Observer, formerly known as Coordinated Systems, Inc. | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Acquired finite-lived intangible assets, weighted average useful life (Years) | 5 years |
Acquisitions - Virtual Observ_2
Acquisitions - Virtual Observer Table (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Apr. 01, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 165,420 | $ 165,420 | |
Virtual Observer, formerly known as Coordinated Systems, Inc. | |||
Business Acquisition [Line Items] | |||
Cash | $ 168 | ||
Tangible assets acquired | 200 | ||
Goodwill | 22,646 | ||
Total assets acquired | 35,814 | ||
Deferred tax liability | (2,910) | ||
Liabilities assumed | (682) | ||
Total | 32,222 | ||
Virtual Observer, formerly known as Coordinated Systems, Inc. | Acquired technology | |||
Business Acquisition [Line Items] | |||
Finite-lived intangibles acquired | 12,200 | ||
Virtual Observer, formerly known as Coordinated Systems, Inc. | Customer relationships | |||
Business Acquisition [Line Items] | |||
Finite-lived intangibles acquired | 500 | ||
Virtual Observer, formerly known as Coordinated Systems, Inc. | Trade name and trademarks | |||
Business Acquisition [Line Items] | |||
Finite-lived intangibles acquired | $ 100 |