Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-36324 | |
Entity Registrant Name | VARONIS SYSTEMS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 57-1222280 | |
Entity Address, Address Line One | 1250 Broadway, 28th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10001 | |
City Area Code | 877 | |
Local Phone Number | 292-8767 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | VRNS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 109,648,559 | |
Entity Central Index Key | 0001361113 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 399,196 | $ 367,800 |
Marketable securities | 277,419 | 236,338 |
Short-term deposits | 77,139 | 128,350 |
Trade receivables (net of allowances of $3,500 and $3,453 at June 30, 2023 and December 31, 2022, respectively) | 103,668 | 135,979 |
Prepaid expenses and other current assets | 47,902 | 37,190 |
Total current assets | 905,324 | 905,657 |
Long-term assets: | ||
Operating lease right-of-use asset | 53,919 | 56,772 |
Property and equipment, net | 36,602 | 39,043 |
Intangible assets, net | 2,025 | 2,788 |
Goodwill | 23,135 | 23,135 |
Other assets | 15,888 | 16,337 |
Total long-term assets | 131,569 | 138,075 |
Total assets | 1,036,893 | 1,043,732 |
Current liabilities: | ||
Trade payables | 680 | 2,962 |
Accrued expenses and other short-term liabilities | 123,343 | 115,231 |
Deferred revenues | 130,727 | 110,550 |
Total current liabilities | 254,750 | 228,743 |
Long-term liabilities: | ||
Convertible senior notes, net | 249,716 | 248,963 |
Operating lease liability | 53,565 | 57,627 |
Deferred revenues | 648 | 1,503 |
Other liabilities | 7,505 | 4,771 |
Total long-term liabilities | 311,434 | 312,864 |
Stockholders’ equity: | ||
Common stock of $0.001 par value - Authorized: 200,000,000 shares at June 30, 2023 and December 31, 2022; Issued and outstanding: 109,818,559 shares at June 30, 2023 and 107,673,052 shares at December 31, 2022 | 110 | 108 |
Accumulated other comprehensive loss | (18,019) | (9,557) |
Additional paid-in capital | 1,109,093 | 1,055,048 |
Accumulated deficit | (620,475) | (543,474) |
Total stockholders’ equity | 470,709 | 502,125 |
Total liabilities and stockholders’ equity | $ 1,036,893 | $ 1,043,732 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 3,500 | $ 3,453 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, issued (in shares) | 109,818,559 | 107,673,052 |
Common stock, outstanding (in shares) | 109,818,559 | 107,673,052 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues: | ||||
Revenue | $ 115,418 | $ 111,448 | $ 222,753 | $ 207,709 |
Cost of revenues | 17,386 | 17,799 | 35,023 | 35,608 |
Gross profit | 98,032 | 93,649 | 187,730 | 172,101 |
Operating expenses: | ||||
Research and development | 46,144 | 44,815 | 90,876 | 88,385 |
Sales and marketing | 70,321 | 68,714 | 138,714 | 133,501 |
General and administrative | 21,283 | 17,688 | 40,972 | 35,868 |
Total operating expenses | 137,748 | 131,217 | 270,562 | 257,754 |
Operating loss | (39,716) | (37,568) | (82,832) | (85,653) |
Financial income, net | 8,465 | 2,976 | 16,238 | 3,712 |
Loss before income taxes | (31,251) | (34,592) | (66,594) | (81,941) |
Income taxes | (7,446) | (1,698) | (10,407) | (3,112) |
Net loss | $ (38,697) | $ (36,290) | $ (77,001) | $ (85,053) |
Net loss per share of common stock, basic (in dollars per share) | $ (0.35) | $ (0.33) | $ (0.71) | $ (0.78) |
Net loss per share of common stock, diluted (in dollars per share) | $ (0.35) | $ (0.33) | $ (0.71) | $ (0.78) |
Weighted average number of shares used in computing net loss per share of common stock, basic (in shares) | 109,740,289 | 109,675,310 | 109,063,722 | 108,951,717 |
Weighted average number of shares used in computing net loss per share of common stock, diluted (in shares) | 109,740,289 | 109,675,310 | 109,063,722 | 108,951,717 |
Subscriptions | ||||
Revenues: | ||||
Revenue | $ 91,090 | $ 84,380 | $ 174,064 | $ 153,365 |
Maintenance and services | ||||
Revenues: | ||||
Revenue | $ 24,328 | $ 27,068 | $ 48,689 | $ 54,344 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (38,697) | $ (36,290) | $ (77,001) | $ (85,053) |
Other comprehensive loss: | ||||
Unrealized loss on marketable securities, net of tax | (646) | (12) | (496) | (22) |
Income (loss) on marketable securities reclassified into earnings, net of tax | (1) | 3 | 5 | 3 |
Total | (647) | (9) | (491) | (19) |
Unrealized income (loss) on derivative instruments, net of tax | 311 | (11,097) | (2,021) | (13,856) |
Loss (income) on derivative instruments reclassified into earnings, net of tax | (3,302) | 293 | (5,950) | (127) |
Total | (2,991) | (10,804) | (7,971) | (13,983) |
Total other comprehensive loss | (3,638) | (10,813) | (8,462) | (14,002) |
Comprehensive loss | $ (42,335) | $ (47,103) | $ (85,463) | $ (99,055) |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common stock | Additional paid-in capital | Additional paid-in capital Cumulative Effect, Period of Adoption, Adjustment | Accumulated other comprehensive income (loss) | Accumulated deficit | Accumulated deficit Cumulative Effect, Period of Adoption, Adjustment |
Beginning balance (in shares) at Dec. 31, 2021 | 107,509,096 | |||||||
Beginning balance at Dec. 31, 2021 | $ 596,593 | $ (22,147) | $ 108 | $ 1,018,005 | $ (30,794) | $ 6,083 | $ (427,603) | $ 8,647 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation expense | 35,998 | 35,998 | ||||||
Common stock issued under employee stock plans, net (in shares) | 2,057,101 | |||||||
Common stock issued under employee stock plans | 6,111 | $ 2 | 6,109 | |||||
Taxes paid related to net share settlement of equity awards | (28,825) | (28,825) | ||||||
Unrealized loss on derivative instruments, net of tax | (3,179) | (3,179) | ||||||
Unrealized gain (loss) on available for sale securities, net of tax | (10) | (10) | ||||||
Net loss | (48,763) | (48,763) | ||||||
Ending balance (in shares) at Mar. 31, 2022 | 109,566,197 | |||||||
Ending balance at Mar. 31, 2022 | 535,778 | $ 110 | 1,000,493 | 2,894 | (467,719) | |||
Beginning balance (in shares) at Dec. 31, 2021 | 107,509,096 | |||||||
Beginning balance at Dec. 31, 2021 | 596,593 | $ (22,147) | $ 108 | 1,018,005 | $ (30,794) | 6,083 | (427,603) | $ 8,647 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Unrealized loss on derivative instruments, net of tax | (13,983) | |||||||
Unrealized gain (loss) on available for sale securities, net of tax | (19) | |||||||
Net loss | (85,053) | |||||||
Ending balance (in shares) at Jun. 30, 2022 | 109,886,197 | |||||||
Ending balance at Jun. 30, 2022 | 526,432 | $ 110 | 1,038,250 | (7,919) | (504,009) | |||
Beginning balance (in shares) at Mar. 31, 2022 | 109,566,197 | |||||||
Beginning balance at Mar. 31, 2022 | 535,778 | $ 110 | 1,000,493 | 2,894 | (467,719) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation expense | 37,758 | 37,758 | ||||||
Common stock issued under employee stock plans, net (in shares) | 320,000 | |||||||
Common stock issued under employee stock plans | 5 | $ 0 | 5 | |||||
Taxes paid related to net share settlement of equity awards | (6) | (6) | ||||||
Unrealized loss on derivative instruments, net of tax | (10,804) | (10,804) | ||||||
Unrealized gain (loss) on available for sale securities, net of tax | (9) | (9) | ||||||
Net loss | (36,290) | (36,290) | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 109,886,197 | |||||||
Ending balance at Jun. 30, 2022 | 526,432 | $ 110 | 1,038,250 | (7,919) | (504,009) | |||
Beginning balance (in shares) at Dec. 31, 2022 | 107,673,052 | |||||||
Beginning balance at Dec. 31, 2022 | 502,125 | $ 108 | 1,055,048 | (9,557) | (543,474) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation expense | 35,811 | 35,811 | ||||||
Common stock issued under employee stock plans, net (in shares) | 2,218,811 | |||||||
Common stock issued under employee stock plans | 5,853 | $ 2 | 5,851 | |||||
Taxes paid related to net share settlement of equity awards | (16,864) | (16,864) | ||||||
Repurchase of common stock (in shares) | (100,000) | |||||||
Repurchase of common stock | (2,519) | $ 0 | (2,519) | |||||
Unrealized loss on derivative instruments, net of tax | (4,980) | (4,980) | ||||||
Unrealized gain (loss) on available for sale securities, net of tax | 156 | 156 | ||||||
Net loss | (38,304) | (38,304) | ||||||
Ending balance (in shares) at Mar. 31, 2023 | 109,791,863 | |||||||
Ending balance at Mar. 31, 2023 | 481,278 | $ 110 | 1,077,327 | (14,381) | (581,778) | |||
Beginning balance (in shares) at Dec. 31, 2022 | 107,673,052 | |||||||
Beginning balance at Dec. 31, 2022 | 502,125 | $ 108 | 1,055,048 | (9,557) | (543,474) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Unrealized loss on derivative instruments, net of tax | (7,971) | |||||||
Unrealized gain (loss) on available for sale securities, net of tax | (491) | |||||||
Net loss | (77,001) | |||||||
Ending balance (in shares) at Jun. 30, 2023 | 109,818,559 | |||||||
Ending balance at Jun. 30, 2023 | 470,709 | $ 110 | 1,109,093 | (18,019) | (620,475) | |||
Beginning balance (in shares) at Mar. 31, 2023 | 109,791,863 | |||||||
Beginning balance at Mar. 31, 2023 | 481,278 | $ 110 | 1,077,327 | (14,381) | (581,778) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation expense | 39,385 | 39,385 | ||||||
Common stock issued under employee stock plans, net (in shares) | 233,974 | |||||||
Common stock issued under employee stock plans | 36 | $ 0 | 36 | |||||
Taxes paid related to net share settlement of equity awards | (2,575) | (2,575) | ||||||
Repurchase of common stock (in shares) | (207,278) | |||||||
Repurchase of common stock | (5,080) | $ 0 | (5,080) | |||||
Unrealized loss on derivative instruments, net of tax | (2,991) | (2,991) | ||||||
Unrealized gain (loss) on available for sale securities, net of tax | (647) | (647) | ||||||
Net loss | (38,697) | (38,697) | ||||||
Ending balance (in shares) at Jun. 30, 2023 | 109,818,559 | |||||||
Ending balance at Jun. 30, 2023 | $ 470,709 | $ 110 | $ 1,109,093 | $ (18,019) | $ (620,475) |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (77,001) | $ (85,053) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 5,807 | 5,177 |
Stock-based compensation | 75,196 | 73,756 |
Amortization of deferred commissions | 12,524 | 11,886 |
Noncash operating lease costs | 4,731 | 4,646 |
Amortization of debt issuance costs | 754 | 740 |
Amortization of premium and accretion of discount on marketable securities | (2,724) | 0 |
Changes in assets and liabilities: | ||
Trade receivables | 32,311 | 33,250 |
Prepaid expenses and other current assets | (10,065) | (3,241) |
Deferred commissions | (12,423) | (13,895) |
Other long-term assets | (447) | 1,094 |
Trade payables | (2,282) | (567) |
Accrued expenses and other short-term liabilities | (5,799) | (12,463) |
Deferred revenues | 19,322 | (6,141) |
Other long-term liabilities | 2,732 | 886 |
Net cash provided by operating activities | 42,636 | 10,075 |
Cash flows from investing activities: | ||
Proceeds from sales and maturities of marketable securities | 20,850 | 0 |
Investment in marketable securities | (59,698) | (28,735) |
Proceeds from short-term and long-term deposits | 162,012 | 1,850 |
Investment in short-term and long-term deposits | (110,652) | (6,930) |
Purchases of property and equipment | (2,603) | (6,134) |
Net cash provided by (used in) investing activities | 9,909 | (39,949) |
Cash flows from financing activities: | ||
Proceeds from employee stock plans | 5,889 | 6,116 |
Taxes paid related to net share settlement of equity awards | (19,439) | (28,831) |
Repurchase of common stock | (7,599) | 0 |
Net cash used in financing activities | (21,149) | (22,715) |
Increase (decrease) in cash and cash equivalents | 31,396 | (52,589) |
Cash and cash equivalents at beginning of period | 367,800 | 805,761 |
Cash and cash equivalents at end of period | 399,196 | 753,172 |
Supplemental disclosure of cash flow information and non-cash activities: | ||
Cash paid for income taxes | 2,400 | 1,342 |
Cash paid for interest | 1,611 | 1,583 |
Lease liabilities arising from obtaining right-of-use assets | $ 1,159 | $ 1,419 |
General
General | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | GENERAL a. Description of Business: Varonis Systems, Inc. ("VSI" and together with its subsidiaries, collectively, the “Company” or "Varonis") was incorporated under the laws of the State of Delaware on November 3, 2004, commenced operations on January 1, 2005 and has twelve wholly-owned subsidiaries. The Company's software specializes in data protection, threat detection and response, data privacy and compliance. Varonis software enables enterprises of all sizes and industries to protect data stored on-premises and in the cloud including: sensitive files and emails; confidential personal data belonging to customers, patients and employees; financial records; source code, strategic and product plans; and other intellectual property. Recognizing the complexities of securing data, the Company has built an integrated platform for security and analytics to simplify and streamline security and data management. The Company offers coverage for more than 40 of the most mission-critical on-premises and cloud data stores and applications. Over the last two years, the Company began to offer Software-as-a-Service ("SaaS") solutions to its customers, including its (i) flagship Data Security Platform as a SaaS that was previously only sold as a self-hosted solution, which offers simpler deployment, faster time-to-value, and groundbreaking new automation capabilities, (ii) DatAdvantage Cloud hosted solution that centrally monitors and protects data across multiple cloud data stores, SaaS applications and Infrastructure-as-a-Service ("IaaS") environments and (iii) Data Classification Cloud to help automatically identify sensitive information. The Varonis Data Security Platform helps enterprises protect data against cyberattacks from both external and internal threats. The Company's products enable enterprises to analyze data, application and account activity and user behavior to detect and prevent attacks. Its software platform prevents or limits unauthorized use of sensitive information, detects and prevents potential cyberattacks and limits potential damage by automatically locking down data, allowing access to only those who need it and automating the removal of stale data when it is no longer useful. The Company's products efficiently sustain a secure state with automation and address additional important use cases including data protection, data governance, Zero Trust, compliance, data privacy, classification and threat detection and response. The Varonis Data Security Platform is driven by a proprietary technology, our Metadata Framework, that extracts critical metadata, or data about data, from an enterprise’s information technology ("IT") infrastructure. The Varonis Data Security Platform uses this contextual information to map functional relationships among employees, data objects, systems, content and usage. In doing so, the platform provides real-time intelligence about an enterprise’s massive volumes of data, making it more secure, accessible and manageable. b. Basis of Presentation: The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with Article 10 of Regulation S-X, “Interim Financial Statements” and the rules and regulations for Form 10-Q of the Securities and Exchange Commission (the “SEC”). Pursuant to those rules and regulations, the Company has condensed or omitted certain information and footnote disclosure it normally includes in its annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). In management’s opinion, the Company has made all adjustments (consisting only of normal, recurring adjustments, except as otherwise indicated) necessary to fairly present its condensed consolidated financial position, results of operations and cash flows. The Company’s interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. These condensed financial statements and accompanying notes should be read in conjunction with the 2022 consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2022 filed with the SEC on February 7, 2023 (the “2022 Form 10-K”). There have been no changes in the significant accounting policies from those that were disclosed in the audited consolidated financial statements for the fiscal year ended December 31, 2022 included in the 2022 Form 10-K, unless otherwise stated. c. Revenue Recognition: The Company generates revenues primarily in the form of subscription licenses, SaaS revenues and maintenance and services fees. Subscription license revenues are sold on-premises and are comprised of time-based licenses whereby customers use the Company's software (including support and unspecified upgrades and enhancements when and if they are available) for a specified period. In the second half of 2021, the Company launched its first SaaS offering, introducing new products and support for cloud applications and infrastructure. On October 31, 2022, the Company announced the availability of the Varonis Data Security Platform as a SaaS, which was previously only sold as a self-hosted solution. Maintenance and services primarily consist of fees for maintenance of past perpetual license sales (including support and unspecified upgrades and enhancements when and if they are available) and to a lesser extent professional services, which focus on both operationalizing the software and training its customers to fully leverage the use of the Company's products, although the user can benefit from the software without our assistance. The Company sells its products worldwide to a network of distributors and value-added resellers, and payment is typically due within 30 to 60 calendar days of the invoice date. The Company recognizes revenues in accordance with ASC No. 606, “Revenue from Contracts with Customers.” As such, the Company identifies a contract with a customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to each performance obligation in the contract and recognizes revenues when (or as) the Company satisfies a performance obligation. Subscription software that is sold on-premises is recognized at the point of time when the software license has been delivered and the benefit of the asset has transferred. Maintenance associated with subscription licenses is recognized ratably over the term of the agreement and is included within the subscriptions line of the condensed consolidated statements of operations. The Company's SaaS offerings allow customers to use hosted software, and its revenue is recognized ratably over the associated contract period. As these solutions were only recently offered to customers, and given that revenue is recognized ratably over the contract period, the total associated revenues are not yet material. Conversions from a license sold on-premises to the Company’s SaaS offering are accounted for on a pro-rata prospective basis. The Company recognizes revenues from maintenance agreements ratably over the term of the underlying maintenance contract. The term of the maintenance contract is usually one year. Renewals of maintenance contracts create new performance obligations that are satisfied over the new term with the revenues recognized ratably over the period. Revenues from professional services consist mostly of time and material services. The performance obligations are satisfied, and revenues are recognized, when the services are provided or once the service term has expired. The Company enters into contracts that can include combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. The license is distinct upon delivery as the customer can derive the economic benefit of the software without any professional services, updates or technical support. The Company allocates the transaction price to each performance obligation based on its relative standalone selling price out of the total consideration of the contract. For maintenance, the Company determines the standalone selling prices based on the price at which it separately sells a renewal contract. For professional services, the Company determines the standalone selling prices based on the price at which it separately sells those services. For software licenses, the Company uses the residual approach to determine the standalone selling prices due to the lack of history of selling software license on a standalone basis and the highly variable sales price. Trade receivables are generally recorded at the invoice amount mostly for a one-year period, net of an allowance for credit losses. Deferred revenues represent mostly unrecognized fees billed or collected for maintenance and SaaS. Deferred revenues are recognized as (or when) the Company performs under the contract. Pursuant to these contracts, customers are not invoiced for subsequent years until the annual renewal occurs. The amount of revenues recognized in the period that was included in the opening deferred revenues balance was $74,899 for the six months ended June 30, 2023. Revenues allocated to remaining performance obligations represent contracted revenues that have not yet been recognized, which includes deferred revenues and non-cancelable amounts that will be invoiced. The Company's remaining performance obligations were $195,752 as of June 30, 2023, of which it expects to recognize approximately 70% as revenue over the next 12 months and the remainder thereafter. The Company does not grant a right of return to its customers, except for one of its resellers. In 2022 and for the six months ended June 30, 2023, there were no returns from this reseller. For information regarding disaggregated revenues, refer to Note 7. d. Contract Costs: The Company pays sales commissions to sales and marketing and certain management personnel based on their attainment of certain predetermined sales goals. Sales commissions earned by employees are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions paid for initial contracts, which are not commensurate with sales commissions paid for renewal contracts, are capitalized and amortized over an expected period of benefit. Based on its technology, customer contracts and other factors, the Company has determined the expected period of benefit to be approximately four years. Sales commissions for renewal contracts are capitalized and then amortized on a straight-line basis. Amortization expenses related to these costs are included in sales and marketing expenses in the accompanying condensed consolidated statements of operations. e. Derivative Instruments: The Company’s primary objective for holding derivative instruments is to reduce its exposure to foreign currency rate changes. The Company reduces its exposure by entering into forward foreign exchange contracts with respect to operating expenses that are forecasted to be incurred in currencies other than the U.S. dollar. A majority of the Company’s revenues and operating expenditures are transacted in U.S. dollars. However, certain operating expenditures are incurred in or exposed to other currencies, primarily the New Israeli Shekel (“NIS”). The Company has established forecasted transaction currency risk management programs to protect against fluctuations in fair value and the volatility of future cash flows caused by changes in exchange rates. The Company’s currency risk management program includes forward foreign exchange contracts designated as cash flow hedges. These forward foreign exchange contracts generally mature within 12 months. Over the last several quarters, the Company has closed forward foreign exchange contracts beyond 12 months to capitalize on more favorable rates. In addition, the Company enters into forward contracts to hedge a portion of its monetary items in the balance sheet, such as trade receivables and payables, denominated in Euro and Pound Sterling for short-term periods (the “Fair Value Hedging Program”). The purpose of the Fair Value Hedging Program is to protect the fair value of the monetary assets from foreign exchange rate fluctuations. Gains and losses from derivatives related to the Fair Value Hedging Program are not designated as hedging instruments. The Company does not enter into derivative financial instruments for trading or speculative purposes. Derivative instruments measured at fair value and their classification on the condensed consolidated balance sheets are presented in the following table (in thousands): Assets (liabilities) as of June 30, 2023 (unaudited) Liabilities as of December 31, 2022 Notional Fair Notional Fair Foreign exchange forward contract derivatives in cash flow hedging relationships included in accrued expenses and other short-term liabilities $ 142,327 $ (12,884) $ 136,426 $ (7,221) Foreign exchange forward contract derivatives in cash flow hedging relationships included in long-term other liabilities $ 137,699 $ (4,368) $ 107,210 $ (2,060) Foreign exchange forward contract derivatives for monetary items included in prepaid expenses and other current assets and accrued expenses and other short-term liabilities $ 24,265 $ 67 $ 32,066 $ (226) The unaudited condensed consolidated statements of operations reflect a loss of $3,302 and $5,950 for the three and six months ended June 30, 2023, respectively, related to the effective portion of the cash flow hedges and a loss of $293 and a gain of $127 for the three and six months ended June 30, 2022, respectively. No material ineffective hedges were recognized for the three and six months ended June 30, 2023 and 2022 in operating expenses in the unaudited condensed consolidated statement of operations. For the three and six months ended June 30, 2023, the unaudited condensed consolidated statements of operations reflect a gain of $145 and a loss of $155, respectively, in financial income, net, related to the Fair Value Hedging Program. For the three and six months ended June 30, 2022, the unaudited condensed consolidated statements of operations reflect a gain of $1,819 and $2,560, respectively, in financial income, net, related to the Fair Value Hedging Program. f. Income Taxes: The Company operates in the U.S. and in foreign jurisdictions and is subject to taxes in each country or jurisdiction in which it conducts business. Earnings from its non-U.S. activities are subject to local country income tax and may be subject to U.S. income tax. Because of its history of operating losses, the Company has established a full valuation allowance against potential future benefits for deferred tax assets, including loss carryforwards. Accounting for income taxes for interim periods generally requires the provision for income taxes to be determined by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. For the three and six months ended June 30, 2023 a discrete effective tax rate method was used in jurisdictions where a small change in estimated ordinary income has a significant impact on the annual effective tax rate. In some foreign tax jurisdictions, the Company bases its interim tax accruals on the annual estimated effective tax rate applicable to the Company and its subsidiaries, adjusted for items which are considered discrete to the period. In each quarter, the Company updates its calculation and makes a year-to-date adjustment to its tax provision as necessary. The Company's fiscal 2023 annual effective rate differs from the U.S. statutory rate primarily due to R&D capitalization under the terms of Section 174 and utilization of carry forward net operating loss (“NOL”) resulting in an increase to current provision expense without an offset to deferred expense as the Company remains in a valuation allowance on its U.S. deferred tax assets. For the three months ended June 30, 2023 and 2022, the Company recorded income tax expense of $7,446 and $1,698, respectively, and $10,407 and $3,112 for the six months ended June 30, 2023 and 2022, respectively. The Company's income tax provision could be significantly impacted by estimates surrounding its uncertain tax positions and changes to its valuation allowance. The Company reevaluates the judgments surrounding its estimates and make adjustments as appropriate each reporting period. The Company remains open to federal and state examination to the extent net carry-over unused operating losses and tax credit attributable to those years remain unutilized. As of June 30, 2023, the Company's federal tax returns for the years 2010 through the current period, excluding the 2016 tax year which was audited by the Internal Revenue Service, and most state tax returns for the years 2009 through the current period, are still open to examination. In addition, the Company is subject to the regular examinations of its income tax returns by different tax authorities. The Company regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of its provision for income taxes. g. Cash, Cash Equivalents, Marketable Securities and Short-Term Investments: The Company accounts for investments in marketable securities in accordance with ASC No. 320, “Investments—Debt and Equity Securities” and ASC No. 326, “Financial Instruments—Credit Losses.” The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash on hand, highly liquid investments in money market funds and other securities. The Company considers all investments purchased with original maturities at the date of purchase greater than three months but less than one year to be short-term. Marketable securities are classified as available for sale and are, therefore, recorded at fair value on the condensed consolidated balance sheet, with any unrealized gains and losses reported in accumulated other comprehensive income, which is reflected as a separate component of stockholders’ equity in the Company’s condensed consolidated balance sheets, until realized. The Company uses the specific identification method to compute gains and losses on the investments. The amortized cost of securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion is included as a component of financial income, net in the condensed consolidated statement of operations. Cash, cash equivalents, marketable securities and deposits consist of the following (in thousands): As of June 30, 2023 (unaudited) Amortized Gross Gross Fair Cash equivalents Money market funds $ 349,381 $ — $ — $ 349,381 Total $ 349,381 $ — $ — $ 349,381 Marketable securities US Treasury securities $ 203,940 $ — $ (567) $ 203,373 US Government Agencies securities 55,986 — (172) 55,814 Commercial paper 13,799 — (20) 13,779 Corporate bonds 4,462 — (9) 4,453 Total $ 278,187 $ — $ (768) $ 277,419 Short-term deposits Term bank deposits $ 77,139 $ — $ — $ 77,139 Total $ 77,139 $ — $ — $ 77,139 As of December 31, 2022 Amortized Gross Gross Fair Cash equivalents Money market funds $ 278,022 $ — $ — $ 278,022 Total $ 278,022 $ — $ — $ 278,022 Marketable securities US Treasury securities $ 159,165 $ 2 $ (211) $ 158,956 US Government Agencies securities 55,967 5 (72) 55,900 Commercial paper 13,679 — — 13,679 Corporate bonds 7,804 4 (5) 7,803 Total $ 236,615 $ 11 $ (288) $ 236,338 Short-term deposits Term bank deposits $ 128,350 $ — $ — $ 128,350 Total $ 128,350 $ — $ — $ 128,350 All the marketable securities have a stated effective maturity of less than 12 months as of June 30, 2023 and 2022. The gross unrealized gains and losses related to these short-term investments was due primarily to changes in interest rates. Available for sale debt securities with an amortized cost basis in excess of estimated fair value are assessed using the credit losses model for marketable securities to determine what portion of that difference, if any, is caused by expected credit losses. Expected credit losses on available for sale debt securities are recognized in financial income, net on the condensed consolidated statements of operations. As of June 30, 2023 and December 31, 2022, the Company did not recognize an allowance for credit losses on available for sale marketable securities. h. Revolving Credit Facility: On August 21, 2020, the Company entered into a credit and security agreement with KeyBank National Association (the “Credit and Security Agreement”), for a three-year secured revolving credit facility of $70,000 (the “Credit Facility”). The Credit Facility maturity date is the earlier of August 21, 2023 or 90 days prior to the scheduled maturity of any convertible debt securities. The fees incurred in connection with entering into the Credit and Security Agreement are amortized on a straight-line basis over the contractual term of the arrangement. Ongoing fees and interest paid on the used and unused portions of the Credit Facility are expensed as incurred and included within financial income, net on the condensed consolidated statement of operations. The Credit Facility is secured and the Credit and Security Agreement contains customary covenants and customary events of default provisions. As of June 30, 2023, the Company had no balance outstanding on the Credit Facility and was in compliance with all financial covenants and non-financial covenants. i. Basic and Diluted Net Loss Per Share: Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive securities, including stock options, restricted stock units, performance stock units and the shares related to the conversion of the 1.25% Convertible Senior Notes issued by the Company on May 11, 2020 and due August 2025 in an aggregate principal amount of $253,000 (the "2025 Notes"), to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive. There were 9,268,751 and 8,963,854 potentially dilutive shares from the conversion of outstanding stock options, restricted stock units and performance stock units that were not included in the calculation of diluted net loss per share for the period ending June 30, 2023 and 2022, respectively. Additionally, 8,239,254 shares underlying the conversion option of the 2025 Notes are not considered in the calculation of diluted net loss per share as the effect would be anti-dilutive for the period ending June 30, 2023 and 2022, respectively. j. Recently Issued Accounting Pronouncements Not Yet Adopted: The Company has reviewed recent accounting pronouncements and concluded that they are either not applicable to its business or that no material effect is expected on the condensed consolidated financial statements as a result of their future adoption. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level to classify them for each reporting period. There have been no transfers between fair value measurements levels during the three months ended June 30, 2023. The carrying amounts of cash and cash equivalents, marketable securities, trade receivables, short-term deposits and trade payables approximate their fair value due to the short-term maturity of such instruments. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: • Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3: Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The following table sets forth the Company’s assets and liabilities that were measured at fair value as of June 30, 2023 and December 31, 2022 by level within the fair value hierarchy (in thousands): As of June 30, 2023 (unaudited) As of December 31, 2022 Level I Level Level III Total Level I Level Level III Total Financial assets: Cash equivalents: Money market funds $ 349,381 $ — $ — $ 349,381 $ 278,022 $ — $ — $ 278,022 Marketable securities: US Treasury securities 203,373 — — 203,373 158,956 — — 158,956 US Government Agencies securities 55,814 — — 55,814 55,900 — — 55,900 Commercial paper — 13,779 — 13,779 — 13,679 — 13,679 Corporate bonds — 4,453 — 4,453 — 7,803 — 7,803 Prepaid expenses and other current assets: Forward foreign exchange contracts — 67 — 67 — — — — Financial liabilities: Accrued expenses and other short-term liabilities: Forward foreign exchange contracts — (12,884) — (12,884) — (7,447) — (7,447) Long-term other liabilities: Forward foreign exchange contracts — (4,368) — (4,368) — (2,060) — (2,060) Total financial assets (liabilities), net $ 608,568 $ 1,047 $ — $ 609,615 $ 492,878 $ 11,975 $ — $ 504,853 See Note 5 “Convertible Senior Notes and Capped Call Transactions” for the carrying amount and estimated fair value of the Company's 2025 Notes as of June 30, 2023. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | LEASES The Company has various operating leases for office space, vehicles and office equipment that expire through 2032. The lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. Below is a summary of the Company's operating right-of-use assets and operating lease liabilities (in thousands): June 30, 2023 (unaudited) Operating right-of-use assets $ 53,919 Operating lease liabilities, current $ (9,691) Operating lease liabilities, long-term (53,565) Total operating lease liabilities $ (63,256) Operating lease liabilities, current are included within accrued expenses and other short-term liabilities Some leases include one or more options to renew. The exercise of lease renewal options is typically at the Company's sole discretion; therefore, the majority of renewals to extend the lease terms are not included in our right-of-use assets and lease liabilities as they are not reasonably certain of exercise. The Company regularly evaluates the renewal options, and, when it is reasonably certain of exercise, it will include the renewal period in its lease term. Lease modifications result in remeasurement of the right-of-use asset and lease liability. Some of the real estate leases contain variable lease payments, including payments based on a Consumer Price Index ("CPI"). Variable lease payments based on a CPI are initially measured using the index in effect at lease adoption. Additional payments based on the change in a CPI are recorded as a period expense when incurred. The Company has deposit guarantees issued by a financial institution to secure various operating lease agreements in connection with its office space. Minimum lease payments for the Company's right-of-use assets over the remaining lease periods as of June 30, 2023, are as follows (in thousands): June 30, 2023 (unaudited) 2023 $ 5,878 2024 10,962 2025 9,627 2026 9,398 2027 9,603 Thereafter 23,670 Total undiscounted lease payments $ 69,138 Less: Imputed interest (5,882) Present value of lease liabilities $ 63,256 The weighted average remaining lease terms and discount rates for all operating leases were as follows as of June 30, 2023: Remaining lease term and discount rate: Weighted average remaining lease term (years) 6.89 Weighted average discount rate 2.80 % |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill represents the excess of the purchase price over the identifiable tangible and intangible assets acquired less liabilities assumed arising from business combinations. The Company believes the goodwill represents the synergies expected from expanded market opportunities when integrating with its offerings. There were no additions, impairments or any other changes to the carrying amount of goodwill during the three and six months ended June 30, 2023 or during prior periods. Intangible Assets Total cost and amortization of intangible assets is comprised of the following (in thousands, except useful life): Estimated Useful Life June 30, 2023 Intangible assets, net (in years) (unaudited) Developed technology & trademarks 4 $ 6,110 Total intangible assets 6,110 Less: Accumulated amortization 4,085 Total intangible assets, net $ 2,025 Intangible assets are expensed on a straight-line basis over the useful life of the asset. The Company recorded amortization expense of $381 and $762 for the three and six months ended June 30, 2023 and 2022, respectively. The following table summarizes estimated future amortization expense of our intangible assets as of June 30, 2023 (in thousands): Years ending December 31, Amount 2023 $ 762 2024 1,263 Total future amortization expense $ 2,025 |
Convertible Senior Notes and Ca
Convertible Senior Notes and Capped Call Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes and Capped Call Transactions | CONVERTIBLE SENIOR NOTES AND CAPPED CALL TRANSACTIONS On May 11, 2020, the Company issued the 2025 Notes pursuant to an Indenture dated May 11, 2020 (the “Indenture”). The offering totaled $253,000 aggregate principal amount. The net proceeds to the Company after the initial purchaser discount and issuance costs were approximately $245,158. The Company used $29,348 of the net proceeds from the offering to pay the cost of the capped call transactions described below. The 2025 Notes will mature on August 15, 2025, unless earlier converted, redeemed or repurchased. Interest will be payable semi-annually in arrears on February 15 and August 15 of each year, at a rate of 1.25% per year. The initial conversion rate for the 2025 Notes is 32.5668 shares of the Company’s common stock for each $1,000 principal amount of the 2025 Notes, which is equivalent to an initial conversion price of approximately $30.71 per share. The conversion rate is subject to adjustment in specified events. The 2025 Notes are convertible into shares of the Company’s common stock, at the option of a holder, prior to the close of business on the business day immediately preceding February 15, 2025, under certain conditions. In addition, on or after February 15, 2025, a holder may convert all or any portion of its 2025 Notes at any time. The 2025 Notes are not redeemable at the Company’s option prior to August 20, 2023. On or after August 20, 2023, the Company may redeem the 2025 Notes for cash, at its option, subject to the terms and conditions provided in the Indenture. Prior to the adoption of ASU 2020-06 on January 1, 2022, the Company separated the 2025 Notes into liability and equity components. Following the adoption of ASU 2020-06 on January 1, 2022, which the Company elected to adopt using a modified retrospective approach, the Company no longer separates the 2025 Notes into liability and equity components. The cumulative effect of the accounting change as of January 1, 2022 was a decrease to accumulated deficit of $8,647, a decrease in additional paid-in capital of $30,794 and an increase in liabilities of $22,147 on its condensed consolidated balance sheets. Comparative prior year periods were not adjusted. In connection with the adoption, the Company calculated an effective interest rate of 1.87%. The net carrying amount of the 2025 Notes was as follows (in thousands): June 30, 2023 December 31, 2022 (unaudited) Principal $ 253,000 $ 253,000 Unamortized issuance costs (3,284) (4,037) Net carrying amount $ 249,716 $ 248,963 The interest expense recognized related to the 2025 Notes for the three and six months ended June 30, 2023 and 2022 was as follows (in thousands) : Three Months Ended Six Months Ended 2023 2022 2023 2022 (unaudited) (unaudited) Contractual interest expense $ 790 $ 790 $ 1,581 $ 1,581 Amortization of debt issuance costs 378 371 754 740 Total $ 1,168 $ 1,161 $ 2,335 $ 2,321 As of June 30, 2023 and December 31, 2022 , the total estimated fair value of the 2025 Notes was approximately $273,871 and $260,749, respectively. The fair value was determined based on the closing trading price per $100 of the 2025 Notes as of the last day of trading for the period. The fair value of the 2025 Notes is primarily affected by the trading price of our common stock and market interest rates. The fair value of the 2025 Notes is considered a Level 2 within the fair value hierarchy and was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the 2025 Notes in an over-the-counter market. Capped Call Transactions In May 2020, in connection with the pricing of the 2025 Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”). The Capped Call Transactions are generally expected to reduce the potential dilution to the Company’s common stock upon any conversion of the 2025 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2025 Notes, as the case may be, with such reduction and/or offset subject to a cap initially equal to $47.24 (the "Cap Price"). The Capped Call Transactions are separate transactions and are not part of the terms of the 2025 Notes and will not change the holders’ rights under the 2025 Notes. As the Capped Call Transactions are considered indexed to the Company's stock and are considered equity classified, they are recorded in stockholders’ equity on the condensed consolidated balance sheet and are not accounted for as derivatives. The cost of the Capped Call Transactions was approximately $29,348 and was recorded as a reduction to additional paid-in capital in 2020. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY a. Stock plans: On December 30, 2005, the Company’s board of directors adopted the Varonis Systems, Inc. 2005 Stock Plan (the “2005 Plan”). As of December 31, 2013, the Company had reserved 14,139,957 shares of common stock available for issuance to employees, directors, officers and consultants of the Company and its subsidiaries. The awards generally vest over four years. No awards were granted under the 2005 Plan subsequent to December 31, 2013, and no further awards will be granted under the 2005 Plan. On November 14, 2013, the Company’s board of directors adopted the Varonis Systems, Inc. 2013 Omnibus Equity Incentive Plan (the “2013 Plan”) which was subsequently approved by the Company’s stockholders. The Company initially reserved 5,713,899 shares of common stock for issuance under the 2013 Plan to employees, directors, officers and consultants of the Company and its subsidiaries. The number of shares of common stock available for issuance under the 2013 Plan was increased on January 1, 2016 and has been, and will be, increased on each January 1 thereafter by four percent (4%) of the number of shares of common stock issued and outstanding on each December 31 immediately prior to the date of increase (rounded down to the nearest whole share), but the amount of each increase will be limited to the number of shares of common stock necessary to bring the total number of shares of Common Stock available for grant and issuance under the 2013 Plan to five percent (5%) of the number of shares of common stock issued and outstanding on each December 31. Since January 1, 2016, the share reserve under the 2013 Plan has been automatically increased by an aggregate of 27,579,672 shares. Awards granted under the 2013 Plan generally vest over four years. No awards were granted under the 2013 Plan subsequent to June 5, 2023, and no further awards will be granted under the 2013 Plan. On October 22, 2020, and as part of the Polyrize Security Ltd. ("Polyrize") acquisition, the Company’s board of directors approved the assumption of a certain portion of Polyrize Options pursuant to the terms and conditions of the Polyrize 2019 Share Incentive (“Polyrize Plan”). No further awards will be granted under the Polyrize Plan. On April 20, 2023, the Company’s board of directors adopted the Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan (the “2023 Plan”), subject to approval by our stockholders. On June 5, 2023, the Company’s stockholders approved the 2023 Plan which became effective and replaced the 2013 Plan. The Company initially reserved 5,500,000 shares of common stock for issuance under the 2023 Plan to employees, directors, officers and consultants of the Company and its subsidiaries. A summary of employees’ stock options activities during the six months ended June 30, 2023 is as follows: Six Months Ended Number Weighted Aggregate Weighted average Options outstanding as of January 1, 2023 691,573 $ 7.533 $ 11,347 1.901 Granted — $ — Exercised (42,971) $ 6.561 Forfeited and expired (11,235) $ 5.560 Options outstanding as of June 30, 2023 637,367 $ 7.633 $ 12,121 1.481 Options exercisable as of June 30, 2023 633,920 $ 7.644 $ 12,048 1.458 The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the option holders had all option holders exercised their options on the last date of the period. Total intrinsic value of options exercised for the six months ended June 30, 2023 was $836. As of June 30, 2023, there was $91 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the 2005 Plan, 2013 Plan and Polyrize Plan. This cost is expected to be recognized over a weighted-average period of approximately 0.708 years. b. The options outstanding as of June 30, 2023 (unaudited) have been separated into ranges of exercise price as follows: Range of exercise price Options outstanding as of June 30, 2023 Weighted average remaining contractual life (years) Weighted average exercise price of options outstanding Options exercisable as of June 30, 2023 Weighted average remaining contractual life (years) Weighted average exercise price of options exercisable $ 5.623 — 6.503 82,342 3.504 $ 5.640 78,895 3.401 $ 5.639 $ 7.000 — 8.077 416,323 1.067 $ 7.111 416,323 1.067 $ 7.111 $9.960 120,180 1.647 $ 9.960 120,180 1.647 $ 9.960 $13.287 18,522 0.726 $ 13.287 18,522 0.726 $ 13.287 637,367 1.481 $ 7.633 633,920 1.458 $ 7.644 c. Options issued to consultants: The Company’s outstanding options granted to consultants for services as of June 30, 2023 (unaudited) were as follows: Number of options outstanding and exercisable as of June 30, 2023 Range of exercise price Exercisable through August 2013 - February 2016 21,150 $ 5.623 — $ 13.287 August 2023 - February 2026 d. Restricted stock units ("RSUs") and performance stock units ("PSUs"): A summary of RSUs and PSUs for employees, consultants and non-employee directors of the Company for the six months ended June 30, 2023 (unaudited) is as follows: Number of Weighted- Unvested balance - January 1, 2023 8,340,732 $ 41.82 Granted 3,630,416 $ 28.25 Vested (2,869,874) $ 40.12 Forfeited (491,040) $ 40.76 Unvested balance – June 30, 2023 8,610,234 $ 36.73 As of June 30, 2023, there was $279,725 of total unrecognized compensation cost related to employees and non-employees unvested restricted stock units and performance stock units which is expected to be recognized over a weighted-average period of 2.764 years. e. 2015 Employee Stock Purchase Plan: On May 5, 2015, the Company’s stockholders approved the Varonis Systems, Inc. 2015 Employee Stock Purchase Plan (the “ESPP”), which the Company’s board of directors had adopted on March 19, 2015. The ESPP became effective as of June 30, 2015. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, at not less than 85% of the fair market value of the Company’s common stock on the first day or last trading day in the offering period, subject to any plan limitations. The Company initially reserved 1,500,000 shares of common stock for issuance under the ESPP. The number of shares available for issuance under the ESPP was increased on January 1, 2016 and has been, and will be, increased each January 1 thereafter, by an amount equal to the lesser of (i) one percent (1%) of the number of shares of common stock issued and outstanding on each December 31 immediately prior to the date of increase, except that the amount of each such increase will be limited to the number of shares of common stock necessary to bring the total number of shares of common stock available for issuance under the ESPP to two percent (2%) of the number of shares of common stock issued and outstanding on each such December 31, or (ii) 1,200,000 shares of common stock. Since January 1, 2016, the share reserve under the ESPP has been automatically increased by an aggregate of 3,402,705 shares. The ESPP will continue in effect until the earlier of (i) the date when no shares of common stock are available for issuance thereunder or (ii) June 30, 2025; unless terminated prior thereto by the Company’s board of directors or compensation committee, each of which has the right to terminate the ESPP at any time. f. Stock-based compensation expense for employees and consultants: The Company recognized stock-based compensation expense in the condensed consolidated statements of operations as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 (unaudited) (unaudited) Cost of revenues $ 2,030 $ 3,015 $ 4,530 $ 6,102 Research and development 13,634 13,638 26,157 26,238 Sales and marketing 13,898 13,568 26,660 26,664 General and administrative 9,822 7,537 17,848 14,752 Total $ 39,384 $ 37,758 $ 75,195 $ 73,756 g. Share Repurchase Program: In October 2022, the Company's board of directors authorized a share repurchase program of up to $100,000 of the Company’s common stock (the “Share Repurchase Program”). Under the Share Repurchase Program, the Company is authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The Share Repurchase Program will expire on October 31, 2023. The number of shares to be purchased and the timing of purchases will be based on the Company's trading windows, available liquidity, and general business and market conditions. The Company has repurchased and subsequently retired 3,221,724 shares under its Share Repurchase Program, for a total of $64,044. As of June 30, 2023, the Company had $35,956 of capacity remaining under its Share Repurchase Program. |
Geographic Information and Majo
Geographic Information and Major Customer Data | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Geographic Information and Major Customer Data | GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA Summary information about geographic areas: ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company manages its business on the basis of one reportable segment and unit and derives revenues mainly from subscription licensing, SaaS revenues and maintenance and services fees (see Note 1 above for a brief description of the Company’s business). The following is a summary of revenues within geographic areas (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 (unaudited) (unaudited) Revenues based on customer’s location: North America $ 84,514 $ 80,835 $ 165,763 $ 149,976 EMEA (*) 27,227 27,151 50,145 51,360 Rest of World 3,677 3,462 6,845 6,373 Total revenues $ 115,418 $ 111,448 $ 222,753 $ 207,709 (*) Sales to customers in France accounted for 11.3% and 10.7% of total revenues for the three months ended June 30, 2023 and 2022, respectively. Sales to customers in France did not exceed 10% of total revenues for the six months ended June 30, 2023 and accounted for 10.3% of total revenues for the six months ended June 30, 2022. For the three and six months ended June 30, 2023 and 2022, respectively, there were no sales to a single customer exceeding 10% of total revenues. The following is a summary of long-lived assets, including property and equipment, net and operating lease right-of-use assets, within geographic areas (in thousands): As of As of June 30, 2023 December 31, 2022 (unaudited) Long-lived assets by geographic region: United States $ 37,404 $ 40,304 Israel 37,316 38,385 Ireland 14,162 15,019 Other 1,639 2,107 $ 90,521 $ 95,815 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||||
Net loss | $ (38,697) | $ (38,304) | $ (36,290) | $ (48,763) | $ (77,001) | $ (85,053) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
General (Policies)
General (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | b. Basis of Presentation: The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with Article 10 of Regulation S-X, “Interim Financial Statements” and the rules and regulations for Form 10-Q of the Securities and Exchange Commission (the “SEC”). Pursuant to those rules and regulations, the Company has condensed or omitted certain information and footnote disclosure it normally includes in its annual consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). In management’s opinion, the Company has made all adjustments (consisting only of normal, recurring adjustments, except as otherwise indicated) necessary to fairly present its condensed consolidated financial position, results of operations and cash flows. The Company’s interim period operating results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. These condensed financial statements and accompanying notes should be read in conjunction with the 2022 consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2022 filed with the SEC on February 7, 2023 (the “2022 Form 10-K”). There have been no changes in the significant accounting policies from those that were disclosed in the audited consolidated financial statements for the fiscal year ended December 31, 2022 included in the 2022 Form 10-K, unless otherwise stated. |
Revenue Recognition and Contract Costs | c. Revenue Recognition: The Company generates revenues primarily in the form of subscription licenses, SaaS revenues and maintenance and services fees. Subscription license revenues are sold on-premises and are comprised of time-based licenses whereby customers use the Company's software (including support and unspecified upgrades and enhancements when and if they are available) for a specified period. In the second half of 2021, the Company launched its first SaaS offering, introducing new products and support for cloud applications and infrastructure. On October 31, 2022, the Company announced the availability of the Varonis Data Security Platform as a SaaS, which was previously only sold as a self-hosted solution. Maintenance and services primarily consist of fees for maintenance of past perpetual license sales (including support and unspecified upgrades and enhancements when and if they are available) and to a lesser extent professional services, which focus on both operationalizing the software and training its customers to fully leverage the use of the Company's products, although the user can benefit from the software without our assistance. The Company sells its products worldwide to a network of distributors and value-added resellers, and payment is typically due within 30 to 60 calendar days of the invoice date. The Company recognizes revenues in accordance with ASC No. 606, “Revenue from Contracts with Customers.” As such, the Company identifies a contract with a customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to each performance obligation in the contract and recognizes revenues when (or as) the Company satisfies a performance obligation. Subscription software that is sold on-premises is recognized at the point of time when the software license has been delivered and the benefit of the asset has transferred. Maintenance associated with subscription licenses is recognized ratably over the term of the agreement and is included within the subscriptions line of the condensed consolidated statements of operations. The Company's SaaS offerings allow customers to use hosted software, and its revenue is recognized ratably over the associated contract period. As these solutions were only recently offered to customers, and given that revenue is recognized ratably over the contract period, the total associated revenues are not yet material. Conversions from a license sold on-premises to the Company’s SaaS offering are accounted for on a pro-rata prospective basis. The Company recognizes revenues from maintenance agreements ratably over the term of the underlying maintenance contract. The term of the maintenance contract is usually one year. Renewals of maintenance contracts create new performance obligations that are satisfied over the new term with the revenues recognized ratably over the period. Revenues from professional services consist mostly of time and material services. The performance obligations are satisfied, and revenues are recognized, when the services are provided or once the service term has expired. The Company enters into contracts that can include combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. The license is distinct upon delivery as the customer can derive the economic benefit of the software without any professional services, updates or technical support. The Company allocates the transaction price to each performance obligation based on its relative standalone selling price out of the total consideration of the contract. For maintenance, the Company determines the standalone selling prices based on the price at which it separately sells a renewal contract. For professional services, the Company determines the standalone selling prices based on the price at which it separately sells those services. For software licenses, the Company uses the residual approach to determine the standalone selling prices due to the lack of history of selling software license on a standalone basis and the highly variable sales price. Trade receivables are generally recorded at the invoice amount mostly for a one-year period, net of an allowance for credit losses. d. Contract Costs: |
Derivative Instruments | e. Derivative Instruments: The Company’s primary objective for holding derivative instruments is to reduce its exposure to foreign currency rate changes. The Company reduces its exposure by entering into forward foreign exchange contracts with respect to operating expenses that are forecasted to be incurred in currencies other than the U.S. dollar. A majority of the Company’s revenues and operating expenditures are transacted in U.S. dollars. However, certain operating expenditures are incurred in or exposed to other currencies, primarily the New Israeli Shekel (“NIS”). The Company has established forecasted transaction currency risk management programs to protect against fluctuations in fair value and the volatility of future cash flows caused by changes in exchange rates. The Company’s currency risk management program includes forward foreign exchange contracts designated as cash flow hedges. These forward foreign exchange contracts generally mature within 12 months. Over the last several quarters, the Company has closed forward foreign exchange contracts beyond 12 months to capitalize on more favorable rates. In addition, the Company enters into forward contracts to hedge a portion of its monetary items in the balance sheet, such as trade receivables and payables, denominated in Euro and Pound Sterling for short-term periods (the “Fair Value Hedging Program”). The purpose of the Fair Value Hedging Program is to protect the fair value of the monetary assets from foreign exchange rate fluctuations. Gains and losses from derivatives related to the Fair Value Hedging Program are not designated as hedging instruments. The Company does not enter into derivative financial instruments for trading or speculative purposes. |
Income Taxes | f. Income Taxes: The Company operates in the U.S. and in foreign jurisdictions and is subject to taxes in each country or jurisdiction in which it conducts business. Earnings from its non-U.S. activities are subject to local country income tax and may be subject to U.S. income tax. Because of its history of operating losses, the Company has established a full valuation allowance against potential future benefits for deferred tax assets, including loss carryforwards. Accounting for income taxes for interim periods generally requires the provision for income taxes to be determined by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. For the three and six months ended June 30, 2023 a discrete effective tax rate method was used in jurisdictions where a small change in estimated ordinary income has a significant impact on the annual effective tax rate. In some foreign tax jurisdictions, the Company bases its interim tax accruals on the annual estimated effective tax rate applicable to the Company and its subsidiaries, adjusted for items which are considered discrete to the period. In each quarter, the Company updates its calculation and makes a year-to-date adjustment to its tax provision as necessary. The Company's fiscal 2023 annual effective rate differs from the U.S. statutory rate primarily due to R&D capitalization under the terms of Section 174 and utilization of carry forward net operating loss (“NOL”) resulting in an increase to current provision expense without an offset to deferred expense as the Company remains in a valuation allowance on its U.S. deferred tax assets. For the three months ended June 30, 2023 and 2022, the Company recorded income tax expense of $7,446 and $1,698, respectively, and $10,407 and $3,112 for the six months ended June 30, 2023 and 2022, respectively. The Company's income tax provision could be significantly impacted by estimates surrounding its uncertain tax positions and changes to its valuation allowance. The Company reevaluates the judgments surrounding its estimates and make adjustments as appropriate each reporting period. The Company remains open to federal and state examination to the extent net carry-over unused operating losses and tax credit attributable to those years remain unutilized. As of June 30, 2023, the Company's federal tax returns for the years 2010 through the current period, excluding the 2016 tax year which was audited by the Internal Revenue Service, and most state tax returns for the years 2009 through the current period, are still open to examination. In addition, the Company is subject to the regular examinations of its income tax returns by different tax authorities. The Company regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of its provision for income taxes. |
Cash, Cash Equivalents, Marketable Securities and Short-term Investments | g. Cash, Cash Equivalents, Marketable Securities and Short-Term Investments: The Company accounts for investments in marketable securities in accordance with ASC No. 320, “Investments—Debt and Equity Securities” and ASC No. 326, “Financial Instruments—Credit Losses.” The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash on hand, highly liquid investments in money market funds and other securities. |
Basic and Diluted Net Loss Per Share | i. Basic and Diluted Net Loss Per Share: Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive securities, including stock options, restricted stock units, performance stock units and the shares related to the conversion of the 1.25% Convertible Senior Notes issued by the Company on May 11, 2020 and due August 2025 in an aggregate principal amount of $253,000 (the "2025 Notes"), to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive. There were 9,268,751 and 8,963,854 potentially dilutive shares from the conversion of outstanding stock options, restricted stock units and performance stock units that were not included in the calculation of diluted net loss per share for the period ending June 30, 2023 and 2022, respectively. Additionally, 8,239,254 shares underlying the conversion option of the 2025 Notes are not considered in the calculation of diluted net loss per share as the effect would be anti-dilutive for the period ending June 30, 2023 and 2022, respectively. |
Recently Issued Accounting Pronouncements Not Yet Adopted | j. Recently Issued Accounting Pronouncements Not Yet Adopted: The Company has reviewed recent accounting pronouncements and concluded that they are either not applicable to its business or that no material effect is expected on the condensed consolidated financial statements as a result of their future adoption. |
General (Tables)
General (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | Derivative instruments measured at fair value and their classification on the condensed consolidated balance sheets are presented in the following table (in thousands): Assets (liabilities) as of June 30, 2023 (unaudited) Liabilities as of December 31, 2022 Notional Fair Notional Fair Foreign exchange forward contract derivatives in cash flow hedging relationships included in accrued expenses and other short-term liabilities $ 142,327 $ (12,884) $ 136,426 $ (7,221) Foreign exchange forward contract derivatives in cash flow hedging relationships included in long-term other liabilities $ 137,699 $ (4,368) $ 107,210 $ (2,060) Foreign exchange forward contract derivatives for monetary items included in prepaid expenses and other current assets and accrued expenses and other short-term liabilities $ 24,265 $ 67 $ 32,066 $ (226) |
Cash, Cash Equivalents and Investments | The Company considers all investments purchased with original maturities at the date of purchase greater than three months but less than one year to be short-term. Marketable securities are classified as available for sale and are, therefore, recorded at fair value on the condensed consolidated balance sheet, with any unrealized gains and losses reported in accumulated other comprehensive income, which is reflected as a separate component of stockholders’ equity in the Company’s condensed consolidated balance sheets, until realized. The Company uses the specific identification method to compute gains and losses on the investments. The amortized cost of securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion is included as a component of financial income, net in the condensed consolidated statement of operations. Cash, cash equivalents, marketable securities and deposits consist of the following (in thousands): As of June 30, 2023 (unaudited) Amortized Gross Gross Fair Cash equivalents Money market funds $ 349,381 $ — $ — $ 349,381 Total $ 349,381 $ — $ — $ 349,381 Marketable securities US Treasury securities $ 203,940 $ — $ (567) $ 203,373 US Government Agencies securities 55,986 — (172) 55,814 Commercial paper 13,799 — (20) 13,779 Corporate bonds 4,462 — (9) 4,453 Total $ 278,187 $ — $ (768) $ 277,419 Short-term deposits Term bank deposits $ 77,139 $ — $ — $ 77,139 Total $ 77,139 $ — $ — $ 77,139 As of December 31, 2022 Amortized Gross Gross Fair Cash equivalents Money market funds $ 278,022 $ — $ — $ 278,022 Total $ 278,022 $ — $ — $ 278,022 Marketable securities US Treasury securities $ 159,165 $ 2 $ (211) $ 158,956 US Government Agencies securities 55,967 5 (72) 55,900 Commercial paper 13,679 — — 13,679 Corporate bonds 7,804 4 (5) 7,803 Total $ 236,615 $ 11 $ (288) $ 236,338 Short-term deposits Term bank deposits $ 128,350 $ — $ — $ 128,350 Total $ 128,350 $ — $ — $ 128,350 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table sets forth the Company’s assets and liabilities that were measured at fair value as of June 30, 2023 and December 31, 2022 by level within the fair value hierarchy (in thousands): As of June 30, 2023 (unaudited) As of December 31, 2022 Level I Level Level III Total Level I Level Level III Total Financial assets: Cash equivalents: Money market funds $ 349,381 $ — $ — $ 349,381 $ 278,022 $ — $ — $ 278,022 Marketable securities: US Treasury securities 203,373 — — 203,373 158,956 — — 158,956 US Government Agencies securities 55,814 — — 55,814 55,900 — — 55,900 Commercial paper — 13,779 — 13,779 — 13,679 — 13,679 Corporate bonds — 4,453 — 4,453 — 7,803 — 7,803 Prepaid expenses and other current assets: Forward foreign exchange contracts — 67 — 67 — — — — Financial liabilities: Accrued expenses and other short-term liabilities: Forward foreign exchange contracts — (12,884) — (12,884) — (7,447) — (7,447) Long-term other liabilities: Forward foreign exchange contracts — (4,368) — (4,368) — (2,060) — (2,060) Total financial assets (liabilities), net $ 608,568 $ 1,047 $ — $ 609,615 $ 492,878 $ 11,975 $ — $ 504,853 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Summary of Right-of-Use Assets and Lease Liabilities | Below is a summary of the Company's operating right-of-use assets and operating lease liabilities (in thousands): June 30, 2023 (unaudited) Operating right-of-use assets $ 53,919 Operating lease liabilities, current $ (9,691) Operating lease liabilities, long-term (53,565) Total operating lease liabilities $ (63,256) |
Lessee, Operating Lease, Liability, Maturity | Minimum lease payments for the Company's right-of-use assets over the remaining lease periods as of June 30, 2023, are as follows (in thousands): June 30, 2023 (unaudited) 2023 $ 5,878 2024 10,962 2025 9,627 2026 9,398 2027 9,603 Thereafter 23,670 Total undiscounted lease payments $ 69,138 Less: Imputed interest (5,882) Present value of lease liabilities $ 63,256 |
Summary of Weighted Average Remaining Lease Terms and Discount Rates | The weighted average remaining lease terms and discount rates for all operating leases were as follows as of June 30, 2023: Remaining lease term and discount rate: Weighted average remaining lease term (years) 6.89 Weighted average discount rate 2.80 % |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Total cost and amortization of intangible assets is comprised of the following (in thousands, except useful life): Estimated Useful Life June 30, 2023 Intangible assets, net (in years) (unaudited) Developed technology & trademarks 4 $ 6,110 Total intangible assets 6,110 Less: Accumulated amortization 4,085 Total intangible assets, net $ 2,025 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table summarizes estimated future amortization expense of our intangible assets as of June 30, 2023 (in thousands): Years ending December 31, Amount 2023 $ 762 2024 1,263 Total future amortization expense $ 2,025 |
Convertible Senior Notes and _2
Convertible Senior Notes and Capped Call Transactions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Net Carrying Amount of Liability and Equity Components of Convertible Notes | The net carrying amount of the 2025 Notes was as follows (in thousands): June 30, 2023 December 31, 2022 (unaudited) Principal $ 253,000 $ 253,000 Unamortized issuance costs (3,284) (4,037) Net carrying amount $ 249,716 $ 248,963 |
Schedule of Interest Expense | The interest expense recognized related to the 2025 Notes for the three and six months ended June 30, 2023 and 2022 was as follows (in thousands) : Three Months Ended Six Months Ended 2023 2022 2023 2022 (unaudited) (unaudited) Contractual interest expense $ 790 $ 790 $ 1,581 $ 1,581 Amortization of debt issuance costs 378 371 754 740 Total $ 1,168 $ 1,161 $ 2,335 $ 2,321 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Share-based Compensation, Stock Options, Activity | A summary of employees’ stock options activities during the six months ended June 30, 2023 is as follows: Six Months Ended Number Weighted Aggregate Weighted average Options outstanding as of January 1, 2023 691,573 $ 7.533 $ 11,347 1.901 Granted — $ — Exercised (42,971) $ 6.561 Forfeited and expired (11,235) $ 5.560 Options outstanding as of June 30, 2023 637,367 $ 7.633 $ 12,121 1.481 Options exercisable as of June 30, 2023 633,920 $ 7.644 $ 12,048 1.458 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range | The options outstanding as of June 30, 2023 (unaudited) have been separated into ranges of exercise price as follows: Range of exercise price Options outstanding as of June 30, 2023 Weighted average remaining contractual life (years) Weighted average exercise price of options outstanding Options exercisable as of June 30, 2023 Weighted average remaining contractual life (years) Weighted average exercise price of options exercisable $ 5.623 — 6.503 82,342 3.504 $ 5.640 78,895 3.401 $ 5.639 $ 7.000 — 8.077 416,323 1.067 $ 7.111 416,323 1.067 $ 7.111 $9.960 120,180 1.647 $ 9.960 120,180 1.647 $ 9.960 $13.287 18,522 0.726 $ 13.287 18,522 0.726 $ 13.287 637,367 1.481 $ 7.633 633,920 1.458 $ 7.644 |
Schedule of Stockholders' Equity Note, Warrants or Rights | The Company’s outstanding options granted to consultants for services as of June 30, 2023 (unaudited) were as follows: Number of options outstanding and exercisable as of June 30, 2023 Range of exercise price Exercisable through August 2013 - February 2016 21,150 $ 5.623 — $ 13.287 August 2023 - February 2026 |
Schedule of Share-based Payment Arrangement, Restricted Stock Unit and Performance Stock Unit Activity | A summary of RSUs and PSUs for employees, consultants and non-employee directors of the Company for the six months ended June 30, 2023 (unaudited) is as follows: Number of Weighted- Unvested balance - January 1, 2023 8,340,732 $ 41.82 Granted 3,630,416 $ 28.25 Vested (2,869,874) $ 40.12 Forfeited (491,040) $ 40.76 Unvested balance – June 30, 2023 8,610,234 $ 36.73 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | The Company recognized stock-based compensation expense in the condensed consolidated statements of operations as follows (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 (unaudited) (unaudited) Cost of revenues $ 2,030 $ 3,015 $ 4,530 $ 6,102 Research and development 13,634 13,638 26,157 26,238 Sales and marketing 13,898 13,568 26,660 26,664 General and administrative 9,822 7,537 17,848 14,752 Total $ 39,384 $ 37,758 $ 75,195 $ 73,756 |
Geographic Information and Ma_2
Geographic Information and Major Customer Data (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Revenue from External Customers by Geographic Areas | The following is a summary of revenues within geographic areas (in thousands): Three Months Ended Six Months Ended 2023 2022 2023 2022 (unaudited) (unaudited) Revenues based on customer’s location: North America $ 84,514 $ 80,835 $ 165,763 $ 149,976 EMEA (*) 27,227 27,151 50,145 51,360 Rest of World 3,677 3,462 6,845 6,373 Total revenues $ 115,418 $ 111,448 $ 222,753 $ 207,709 |
Long-lived Assets by Geographic Areas | The following is a summary of long-lived assets, including property and equipment, net and operating lease right-of-use assets, within geographic areas (in thousands): As of As of June 30, 2023 December 31, 2022 (unaudited) Long-lived assets by geographic region: United States $ 37,404 $ 40,304 Israel 37,316 38,385 Ireland 14,162 15,019 Other 1,639 2,107 $ 90,521 $ 95,815 |
General - Narrative (Details)
General - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||||
Aug. 21, 2020 USD ($) | Jun. 30, 2023 USD ($) subsidiary | Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) subsidiary shares | Jun. 30, 2022 USD ($) shares | May 11, 2020 USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Subsidiary or equity method investee, number | subsidiary | 12 | 12 | |||||
Deferred revenue, revenue recognized | $ 74,899,000 | ||||||
Remaining performance obligation | $ 195,752,000 | 195,752,000 | |||||
Sales returns | $ 0 | $ 0 | |||||
Capitalized contract cost, amortization period (years) | 4 years | 4 years | |||||
Gain (loss) related to the effective portion of the cash flow hedges | $ 3,302,000 | $ (293,000) | $ 5,950,000 | $ 127,000 | |||
Derivative instruments not designated as hedging instruments, gain (loss), net | 145,000 | 1,819,000 | (155,000) | 2,560,000 | |||
Income tax expense | $ 7,446,000 | 1,698,000 | $ 10,407,000 | $ 3,112,000 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Revenue, remaining performance obligation, percentage | 70% | 70% | |||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months | 12 months | |||||
Restricted Stock Units and Stock Options | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | shares | 9,268,751 | 8,963,854 | |||||
2025 Senior Notes | Convertible Debt Securities | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | shares | 8,239,254 | 8,239,254 | |||||
Convertible Debt | 2025 Senior Notes | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Interest rate, stated percentage | 1.25% | ||||||
Principal amount | $ 253,000 | ||||||
Revolving Credit Facility | Line of Credit | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Debt instrument, term | 3 years | ||||||
Line of credit facility, maximum borrowing capacity | $ 70,000,000 | ||||||
Long-term debt, net | $ 0 | $ 0 | |||||
Foreign Exchange Contract | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Gain (loss) related to the effective portion of the cash flow hedges | $ (3,302,000) | $ (293,000) | $ (5,950,000) | $ 127,000 | |||
Maintenance | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Revenue, performance obligation, description of timing | one year |
General - Derivative Instrument
General - Derivative Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Cash Flow Hedging | Accrued expenses and other short-term liabilities: | ||
Derivative [Line Items] | ||
Notional Amount | $ 142,327 | $ 136,426 |
Derivative liability, fair value | (12,884) | (7,221) |
Cash Flow Hedging | Long-Term Other Liabilities | ||
Derivative [Line Items] | ||
Notional Amount | 137,699 | 107,210 |
Derivative liability, fair value | (4,368) | (2,060) |
Fair Value Hedging | Prepaid Expenses and Other Current Assets and Accrued Expenses and Other Short-Term Liabilities | ||
Derivative [Line Items] | ||
Notional Amount | 24,265 | 32,066 |
Derivative liability, fair value | $ (226) | |
Derivative assets, fair value | $ 67 |
General - Cash, Cash Equivalent
General - Cash, Cash Equivalents and Short-term Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents | $ 349,381 | $ 278,022 |
Marketable securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 278,187 | 236,615 |
Gross Unrealized Gains | 0 | 11 |
Gross Unrealized Losses | (768) | (288) |
Fair Value | 277,419 | 236,338 |
US Treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 203,940 | 159,165 |
Gross Unrealized Gains | 0 | 2 |
Gross Unrealized Losses | (567) | (211) |
Fair Value | 203,373 | 158,956 |
US Government Agencies securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 55,986 | 55,967 |
Gross Unrealized Gains | 0 | 5 |
Gross Unrealized Losses | (172) | (72) |
Fair Value | 55,814 | 55,900 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 13,799 | 13,679 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (20) | 0 |
Fair Value | 13,779 | 13,679 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 4,462 | 7,804 |
Gross Unrealized Gains | 0 | 4 |
Gross Unrealized Losses | (9) | (5) |
Fair Value | 4,453 | 7,803 |
Short-term deposits | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 77,139 | 128,350 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 77,139 | 128,350 |
Term bank deposits | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 77,139 | 128,350 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 77,139 | 128,350 |
Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents | $ 349,381 | $ 278,022 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 349,381 | $ 278,022 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 349,381 | 278,022 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets (liabilities), net | 609,615 | 504,853 |
Fair Value, Recurring | Forward foreign exchange contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset, current | 67 | 0 |
Accrued expenses and other short-term liabilities | (12,884) | (7,447) |
Long-term other liabilities | (4,368) | (2,060) |
Fair Value, Recurring | US Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 203,373 | 158,956 |
Fair Value, Recurring | US Government Agencies securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 55,814 | 55,900 |
Fair Value, Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 13,779 | 13,679 |
Fair Value, Recurring | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 4,453 | 7,803 |
Fair Value, Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 349,381 | 278,022 |
Fair Value, Recurring | Level I | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets (liabilities), net | 608,568 | 492,878 |
Fair Value, Recurring | Level I | Forward foreign exchange contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset, current | 0 | 0 |
Accrued expenses and other short-term liabilities | 0 | 0 |
Long-term other liabilities | 0 | 0 |
Fair Value, Recurring | Level I | US Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 203,373 | 158,956 |
Fair Value, Recurring | Level I | US Government Agencies securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 55,814 | 55,900 |
Fair Value, Recurring | Level I | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Fair Value, Recurring | Level I | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Fair Value, Recurring | Level I | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 349,381 | 278,022 |
Fair Value, Recurring | Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets (liabilities), net | 1,047 | 11,975 |
Fair Value, Recurring | Level II | Forward foreign exchange contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset, current | 67 | 0 |
Accrued expenses and other short-term liabilities | (12,884) | (7,447) |
Long-term other liabilities | (4,368) | (2,060) |
Fair Value, Recurring | Level II | US Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Fair Value, Recurring | Level II | US Government Agencies securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Fair Value, Recurring | Level II | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 13,779 | 13,679 |
Fair Value, Recurring | Level II | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 4,453 | 7,803 |
Fair Value, Recurring | Level II | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Fair Value, Recurring | Level III | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets (liabilities), net | 0 | 0 |
Fair Value, Recurring | Level III | Forward foreign exchange contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset, current | 0 | 0 |
Accrued expenses and other short-term liabilities | 0 | 0 |
Long-term other liabilities | 0 | 0 |
Fair Value, Recurring | Level III | US Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Fair Value, Recurring | Level III | US Government Agencies securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Fair Value, Recurring | Level III | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Fair Value, Recurring | Level III | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Fair Value, Recurring | Level III | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 0 | $ 0 |
Leases - Summary of Right-of-Us
Leases - Summary of Right-of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease right-of-use asset | $ 53,919 | $ 56,772 |
Operating lease liabilities, current | (9,691) | |
Operating lease liabilities, long-term | (53,565) | $ (57,627) |
Total operating lease liabilities | $ (63,256) |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | |||||
Lease expiration date | Dec. 31, 2032 | ||||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expenses and other short-term liabilities | Accrued expenses and other short-term liabilities | Accrued expenses and other short-term liabilities | ||
Operating lease cost | $ 2,410 | $ 2,291 | $ 4,702 | $ 4,600 | |
Sublease income | $ 438 | $ 198 | $ 901 | $ 298 |
Leases - Minimum Lease Payments
Leases - Minimum Lease Payments for Right-of-Use Assets (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Leases [Abstract] | |
2023 | $ 5,878 |
2024 | 10,962 |
2025 | 9,627 |
2026 | 9,398 |
2027 | 9,603 |
Thereafter | 23,670 |
Total undiscounted lease payments | 69,138 |
Less: Imputed interest | (5,882) |
Present value of lease liabilities | $ 63,256 |
Leases - Summary of Weighted Av
Leases - Summary of Weighted Average Remaining Lease Terms and Discount Rates (Details) | Jun. 30, 2023 |
Leases [Abstract] | |
Weighted average remaining lease term (years) | 6 years 10 months 20 days |
Weighted average discount rate | 2.80% |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Cost and Amortization of Intangible Assets (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets | $ 6,110 |
Less: Accumulated amortization | 4,085 |
Total intangible assets, net | $ 2,025 |
Developed technology & trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life (in years) | 4 years |
Total intangible assets | $ 6,110 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 381 | $ 762 | $ 381 | $ 762 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated Future Amortization Expense (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 762 |
2024 | 1,263 |
Total intangible assets, net | $ 2,025 |
Convertible Senior Notes and _3
Convertible Senior Notes and Capped Call Transactions - Narrative (Details) | 6 Months Ended | |||
May 11, 2020 USD ($) | Jun. 30, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) | Jan. 01, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||
Accumulated deficit | $ (620,475,000) | $ (543,474,000) | ||
Decrease in additional paid in capital | $ (1,109,093,000) | (1,055,048,000) | ||
Cap price (in dollars per share) | $ / shares | $ 47.24 | |||
Cumulative Effect, Period of Adoption, Adjustment | ||||
Debt Instrument [Line Items] | ||||
Accumulated deficit | $ 8,647,000 | |||
Decrease in additional paid in capital | 30,794,000 | |||
Liabilities | $ 22,147,000 | |||
2025 Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Fair value of the notes | $ 273,871,000 | $ 260,749,000 | ||
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Purchases of capped calls | $ 29,348,000 | |||
Convertible Debt | 2025 Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Principal | 253,000 | |||
Proceeds from issuance of convertible senior notes, net of issuance costs | $ 245,158,000 | |||
Interest rate, stated percentage | 1.25% | |||
Debt instrument, convertible, conversion ratio | 0.0325668 | |||
Initial conversion price (in dollars per share) | $ / shares | $ 30.71 | |||
Interest rate, effective percentage | 1.87% |
Convertible Senior Notes and _4
Convertible Senior Notes and Capped Call Transactions - Schedule of Convertible Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Net carrying amount | $ 249,716 | $ 248,963 |
2025 Senior Notes | ||
Debt Instrument [Line Items] | ||
Principal | 253,000 | 253,000 |
Unamortized issuance costs | (3,284) | (4,037) |
Net carrying amount | $ 249,716 | $ 248,963 |
Convertible Senior Notes and _5
Convertible Senior Notes and Capped Call Transactions - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Amortization of debt issuance costs | $ 754 | $ 740 | ||
2025 Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 790 | $ 790 | 1,581 | 1,581 |
Amortization of debt issuance costs | 378 | 371 | 754 | 740 |
Total | $ 1,168 | $ 1,161 | $ 2,335 | $ 2,321 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 90 Months Ended | 114 Months Ended | ||||||
Jun. 30, 2015 | Dec. 31, 2013 | Nov. 14, 2013 | Jun. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 05, 2023 | Oct. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Granted (in shares) | 0 | |||||||||||
Exercises in period, intrinsic value | $ 836,000 | |||||||||||
Compensation cost not yet recognized, options | $ 91,000 | $ 91,000 | 91,000 | $ 91,000 | $ 91,000 | $ 91,000 | ||||||
Stock repurchase program, authorized amount | $ 100,000 | |||||||||||
Repurchase of common stock (in shares) | 3,221,724 | |||||||||||
Repurchase of common stock | 5,080,000 | $ 2,519,000 | $ 64,044,000 | |||||||||
Remaining capacity under Share Repurchase Program | 35,956,000 | 35,956,000 | $ 35,956,000 | 35,956,000 | 35,956,000 | 35,956,000 | ||||||
Options | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Compensation cost not yet recognized, period for recognition | 8 months 15 days | |||||||||||
Restricted Stock Units and Performance Stock Units | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Compensation cost not yet recognized, period for recognition | 2 years 9 months 3 days | |||||||||||
Compensation cost not yet recognized, non-option | $ 279,725,000 | $ 279,725,000 | $ 279,725,000 | $ 279,725,000 | $ 279,725,000 | $ 279,725,000 | ||||||
The 2005 Stock Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common stock, capital shares reserved for future issuance (in shares) | 14,139,957 | |||||||||||
Granted (in shares) | 0 | |||||||||||
Shares available for grant (in shares) | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
The 2005 Stock Plan | Options | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Vesting period (in years) | 4 years | |||||||||||
The 2013 Omnibus Equity Award Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common stock, capital shares reserved for future issuance (in shares) | 5,713,899 | |||||||||||
Vesting period (in years) | 4 years | |||||||||||
Granted (in shares) | 0 | |||||||||||
Shares available for grant (in shares) | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Percentage of outstanding stock reserved for grant | 4% | |||||||||||
Percentage of outstanding stock maximum | 5% | |||||||||||
Capital shares reserved for future issuance, annual increase, maximum (in shares) | 27,579,672 | 27,579,672 | 27,579,672 | 27,579,672 | 27,579,672 | 27,579,672 | ||||||
Polyrize Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares available for grant (in shares) | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
2023 Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Common stock, capital shares reserved for future issuance (in shares) | 5,500,000 | |||||||||||
2015 ESPP | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Maximum employee subscription rate | 15% | |||||||||||
Purchase price of common stock, percent | 85% | |||||||||||
Number of shares authorized (in shares) | 1,500,000 | |||||||||||
Percent of shares increase, employee stock purchase plan | 1% | |||||||||||
Common stock availability threshold, Employee Stock Purchase Plan | 2% | |||||||||||
Shares increase threshold, employee stock purchase plan (in shares) | 1,200,000 | |||||||||||
Number of additional shares authorized (in shares) | 3,402,705 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Options Activities (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Number | ||
Options outstanding, Balance (in shares) | 691,573 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (42,971) | |
Forfeited and expired (in shares) | (11,235) | |
Options outstanding, Balance (in shares) | 637,367 | 691,573 |
Weighted average exercise price | ||
Options outstanding, weighted average exercise price (in dollars per share) | $ 7.533 | |
Granted, weighted average exercise price (in dollars per share) | 0 | |
Exercised, weighted average exercise price (in dollars per share) | 6.561 | |
Forfeited and expired, weighted average exercise price (in dollars per share) | 5.560 | |
Options outstanding, weighted average exercise price (in dollars per share) | $ 7.633 | $ 7.533 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Options exercisable at the end of the year (in shares) | 633,920 | |
Options exercisable at the end of the year, weighted average exercise price (in dollars per share) | $ 7.644 | |
Options outstanding, aggregate intrinsic value | $ 12,121 | $ 11,347 |
Options exercisable at the end of the year, aggregate intrinsic value | $ 12,048 | |
Options outstanding, weighted average remaining contractual life (Year) | 1 year 5 months 23 days | 1 year 10 months 24 days |
Options exercisable at the end of the year, weighted average remaining contractual life (Year) | 1 year 5 months 15 days |
Stockholders' Equity - Options
Stockholders' Equity - Options Outstanding Separated Into Range of Exercise Price (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average exercise price (in dollars per share) | $ 7.633 | |
Options outstanding, exercise price range (in shares) | 637,367 | |
Options outstanding, weighted average remaining contractual life (Year) | 1 year 5 months 23 days | 1 year 10 months 24 days |
Options exercisable, exercise price range (in shares) | 633,920 | |
Options exercisable, weighted average remaining contractual life (years) | 1 year 5 months 15 days | |
Weighted average exercise price of options exercisable, exercise price range (in dollars per share) | $ 7.644 | |
Range One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Lower range of exercise price (in dollars per share) | 5.623 | |
Upper range of exercise price (in dollars per share) | 6.503 | |
Weighted average exercise price (in dollars per share) | $ 5.640 | |
Options outstanding, exercise price range (in shares) | 82,342 | |
Options outstanding, weighted average remaining contractual life, exercise price range (Year) | 3 years 6 months | |
Options exercisable, exercise price range (in shares) | 78,895 | |
Options exercisable, weighted average remaining contractual life, exercise price range (years) | 3 years 4 months 24 days | |
Weighted average exercise price of options exercisable, exercise price range (in dollars per share) | $ 5.639 | |
Range Two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Lower range of exercise price (in dollars per share) | 7 | |
Upper range of exercise price (in dollars per share) | 8.077 | |
Weighted average exercise price (in dollars per share) | $ 7.111 | |
Options outstanding, exercise price range (in shares) | 416,323 | |
Options outstanding, weighted average remaining contractual life, exercise price range (Year) | 1 year 25 days | |
Options exercisable, exercise price range (in shares) | 416,323 | |
Options exercisable, weighted average remaining contractual life, exercise price range (years) | 1 year 25 days | |
Weighted average exercise price of options exercisable, exercise price range (in dollars per share) | $ 7.111 | |
Range Three | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average exercise price (in dollars per share) | $ 9.960 | |
Options outstanding, exercise price range (in shares) | 120,180 | |
Options outstanding, weighted average remaining contractual life, exercise price range (Year) | 1 year 7 months 24 days | |
Options exercisable, exercise price range (in shares) | 120,180 | |
Options exercisable, weighted average remaining contractual life, exercise price range (years) | 1 year 7 months 24 days | |
Weighted average exercise price of options exercisable, exercise price range (in dollars per share) | $ 9.960 | |
Range Four | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average exercise price (in dollars per share) | $ 13.287 | |
Options outstanding, exercise price range (in shares) | 18,522 | |
Options outstanding, weighted average remaining contractual life, exercise price range (Year) | 8 months 23 days | |
Options exercisable, exercise price range (in shares) | 18,522 | |
Options exercisable, weighted average remaining contractual life, exercise price range (years) | 8 months 23 days | |
Weighted average exercise price of options exercisable, exercise price range (in dollars per share) | $ 13.287 |
Stockholders' Equity - Outstand
Stockholders' Equity - Outstanding Options Granted to Consultants for Sales and Pre-marketing Services (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted, weighted average exercise price (in dollars per share) | $ 0 |
Consultants | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options for shares of common stock (in shares) | shares | 21,150 |
August 2013 - February 2016 | Consultants | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted, weighted average exercise price (in dollars per share) | $ 5.623 |
August 2013 - February 2016 | Consultants | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted, weighted average exercise price (in dollars per share) | $ 13.287 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock Unit and Performance Stock Unit Activity (Details) - Restricted Stock Units and Performance Stock Units | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Number of shares underlying outstanding RSUs and PSUs | |
Beginning Balance, restricted stock units and performance stock units (in shares) | shares | 8,340,732 |
Granted, restricted stock units and performance stock units (in shares) | shares | 3,630,416 |
Vested, restricted stock units and performance stock units (in shares) | shares | (2,869,874) |
Forfeited, restricted stock units and performance stock units (in shares) | shares | (491,040) |
Ending Balance, restricted stock units and performance stock units (in shares) | shares | 8,610,234 |
Weighted- average grant date fair value | |
Beginning Balance, weighted average grant date fair value on restricted stock units and performance stock units (in dollars per share) | $ / shares | $ 41.82 |
Granted, weighted average grant date fair value on restricted stock units and performance stock units (in dollars per share) | $ / shares | 28.25 |
Vested, weighted average grant date fair value on restricted stock units and performance stock units (in dollars per share) | $ / shares | 40.12 |
Forfeited, weighted average grant date fair value on restricted stock units and performance stock units (in dollars per share) | $ / shares | 40.76 |
Ending Balance, weighted average grant date fair value on restricted stock units and performance stock units (in dollars per share) | $ / shares | $ 36.73 |
Stockholders' Equity - Non-cash
Stockholders' Equity - Non-cash Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 39,384 | $ 37,758 | $ 75,195 | $ 73,756 |
Cost of revenues | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 2,030 | 3,015 | 4,530 | 6,102 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 13,634 | 13,638 | 26,157 | 26,238 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 13,898 | 13,568 | 26,660 | 26,664 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 9,822 | $ 7,537 | $ 17,848 | $ 14,752 |
Geographic Information and Ma_3
Geographic Information and Major Customer Data - Narrative (Details) - segment | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | 1 | |||
Geographic Concentration Risk | Revenue Benchmark | France | ||||
Segment Reporting Information [Line Items] | ||||
Concentration risk, percentage | 11.30% | 10.70% | 10.30% |
Geographic Information and Ma_4
Geographic Information and Major Customer Data - Revenues Within Geographical Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 115,418 | $ 111,448 | $ 222,753 | $ 207,709 |
North America | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 84,514 | 80,835 | 165,763 | 149,976 |
EMEA (*) | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 27,227 | 27,151 | 50,145 | 51,360 |
Rest of World | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 3,677 | $ 3,462 | $ 6,845 | $ 6,373 |
Geographic Information and Ma_5
Geographic Information and Major Customer Data - Long-lived Assets by Geographic Region (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 90,521 | $ 95,815 |
United States | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 37,404 | 40,304 |
Israel | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 37,316 | 38,385 |
Ireland | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 14,162 | 15,019 |
Other | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 1,639 | $ 2,107 |
Uncategorized Items - vrns-2023
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |