Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 26, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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 $0.001 per share | |
Trading Symbol | VRNS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 112,179,617 | |
Entity Central Index Key | 0001361113 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 155,403 | $ 230,740 |
Marketable securities | 427,065 | 253,175 |
Short-term deposits | 44,846 | 49,800 |
Trade receivables (net of allowances of $1,682 and $1,487 at June 30, 2024 and December 31, 2023, respectively) | 122,412 | 169,116 |
Prepaid expenses and other current assets | 66,418 | 64,326 |
Total current assets | 816,144 | 767,157 |
Long-term assets: | ||
Long-term marketable securities | 162,972 | 211,063 |
Operating lease right-of-use assets | 47,209 | 51,838 |
Property and equipment, net | 30,075 | 33,964 |
Intangible assets, net | 500 | 1,263 |
Goodwill | 23,135 | 23,135 |
Other assets | 14,780 | 15,490 |
Total long-term assets | 278,671 | 336,753 |
Total assets | 1,094,815 | 1,103,910 |
Current liabilities: | ||
Trade payables | 2,532 | 672 |
Accrued expenses and other short-term liabilities | 123,014 | 125,057 |
Deferred revenues | 208,907 | 181,049 |
Total current liabilities | 334,453 | 306,778 |
Long-term liabilities: | ||
Convertible senior notes, net | 251,239 | 250,477 |
Operating lease liabilities | 45,414 | 51,313 |
Deferred revenues | 22 | 886 |
Other liabilities | 5,081 | 4,808 |
Total long-term liabilities | 301,756 | 307,484 |
Stockholders’ equity: | ||
Common stock of $0.001 par value - Authorized: 200,000,000 shares at June 30, 2024 and December 31, 2023; Issued and outstanding: 112,179,617 shares at June 30, 2024 and 109,103,721 shares at December 31, 2023 | 112 | 109 |
Accumulated other comprehensive loss | (10,625) | (8,649) |
Additional paid-in capital | 1,177,947 | 1,142,578 |
Accumulated deficit | (708,828) | (644,390) |
Total stockholders’ equity | 458,606 | 489,648 |
Total liabilities and stockholders’ equity | $ 1,094,815 | $ 1,103,910 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 1,682 | $ 1,487 |
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) | 112,179,617 | 109,103,721 |
Common stock, outstanding (in shares) | 112,179,617 | 109,103,721 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues: | ||||
Revenue | $ 130,346 | $ 115,418 | $ 244,368 | $ 222,753 |
Cost of revenues | 22,436 | 17,386 | 43,785 | 35,023 |
Gross profit | 107,910 | 98,032 | 200,583 | 187,730 |
Operating expenses: | ||||
Research and development | 44,933 | 46,144 | 92,760 | 90,876 |
Sales and marketing | 70,041 | 70,321 | 141,268 | 138,714 |
General and administrative | 21,762 | 21,283 | 43,014 | 40,972 |
Total operating expenses | 136,736 | 137,748 | 277,042 | 270,562 |
Operating loss | (28,826) | (39,716) | (76,459) | (82,832) |
Financial income, net | 8,249 | 8,465 | 16,794 | 16,238 |
Loss before income taxes | (20,577) | (31,251) | (59,665) | (66,594) |
Income taxes | (3,371) | (7,446) | (4,773) | (10,407) |
Net loss | $ (23,948) | $ (38,697) | $ (64,438) | $ (77,001) |
Net loss per share of common stock, basic (in dollars per share) | $ (0.21) | $ (0.35) | $ (0.58) | $ (0.71) |
Net loss per share of common stock, diluted (in dollars per share) | $ (0.21) | $ (0.35) | $ (0.58) | $ (0.71) |
Weighted average number of shares used in computing net loss per share of common stock, basic (in shares) | 111,885,305 | 109,740,289 | 110,934,149 | 109,063,722 |
Weighted average number of shares used in computing net loss per share of common stock, diluted (in shares) | 111,885,305 | 109,740,289 | 110,934,149 | 109,063,722 |
Term license subscriptions | ||||
Revenues: | ||||
Revenue | $ 62,729 | $ 85,437 | $ 118,709 | $ 166,343 |
SaaS | ||||
Revenues: | ||||
Revenue | 44,785 | 5,653 | 78,770 | 7,721 |
Maintenance and services | ||||
Revenues: | ||||
Revenue | $ 22,832 | $ 24,328 | $ 46,889 | $ 48,689 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (23,948) | $ (38,697) | $ (64,438) | $ (77,001) |
Other comprehensive income (loss): | ||||
Unrealized loss on marketable securities, net of tax | (548) | (646) | (2,800) | (496) |
Income (loss) on marketable securities reclassified into earnings, net of tax | (11) | (1) | (12) | 5 |
Total | (559) | (647) | (2,812) | (491) |
Unrealized income (loss) on derivative instruments, net of tax | 2,184 | 311 | 7,224 | (2,021) |
Loss on derivative instruments reclassified into earnings, net of tax | (3,145) | (3,302) | (6,388) | (5,950) |
Total | (961) | (2,991) | 836 | (7,971) |
Total other comprehensive loss | (1,520) | (3,638) | (1,976) | (8,462) |
Comprehensive loss | $ (25,468) | $ (42,335) | $ (66,414) | $ (85,463) |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common stock | Additional paid-in capital | Accumulated other comprehensive income (loss) | Accumulated deficit |
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 (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) | (2,519) | |||
Unrealized income (loss) on derivative instruments, net of tax | (4,980) | (4,980) | |||
Unrealized income 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 income (loss) on derivative instruments, net of tax | (7,971) | ||||
Unrealized income 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 (in shares) | 233,974 | ||||
Common stock issued under employee stock plans | 36 | 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) | (5,080) | |||
Unrealized income (loss) on derivative instruments, net of tax | (2,991) | (2,991) | |||
Unrealized income 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) |
Beginning balance (in shares) at Dec. 31, 2023 | 109,103,721 | ||||
Beginning balance at Dec. 31, 2023 | 489,648 | $ 109 | 1,142,578 | (8,649) | (644,390) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation expense | 32,093 | 32,093 | |||
Common stock issued under employee stock plans (in shares) | 2,485,389 | ||||
Common stock issued under employee stock plans | 6,414 | $ 3 | 6,411 | ||
Taxes paid related to net share settlement of equity awards | (34,860) | (34,860) | |||
Unrealized income (loss) on derivative instruments, net of tax | 1,797 | 1,797 | |||
Unrealized income on available for sale securities, net of tax | (2,253) | (2,253) | |||
Net loss | (40,490) | (40,490) | |||
Ending balance (in shares) at Mar. 31, 2024 | 111,589,110 | ||||
Ending balance at Mar. 31, 2024 | 452,349 | $ 112 | 1,146,222 | (9,105) | (684,880) |
Beginning balance (in shares) at Dec. 31, 2023 | 109,103,721 | ||||
Beginning balance at Dec. 31, 2023 | 489,648 | $ 109 | 1,142,578 | (8,649) | (644,390) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Unrealized income (loss) on derivative instruments, net of tax | 836 | ||||
Unrealized income on available for sale securities, net of tax | (2,812) | ||||
Net loss | (64,438) | ||||
Ending balance (in shares) at Jun. 30, 2024 | 112,179,617 | ||||
Ending balance at Jun. 30, 2024 | 458,606 | $ 112 | 1,177,947 | (10,625) | (708,828) |
Beginning balance (in shares) at Mar. 31, 2024 | 111,589,110 | ||||
Beginning balance at Mar. 31, 2024 | 452,349 | $ 112 | 1,146,222 | (9,105) | (684,880) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation expense | 30,089 | 30,089 | |||
Common stock issued under employee stock plans (in shares) | 590,312 | ||||
Common stock issued under employee stock plans | 3,378 | 3,378 | |||
Taxes paid related to net share settlement of equity awards | (1,748) | (1,748) | |||
Unrealized income (loss) on derivative instruments, net of tax | (961) | (961) | |||
Unrealized income on available for sale securities, net of tax | (559) | (559) | |||
Common stock issued for debt conversion (in shares) | 195 | ||||
Common stock issued for debt conversion | 6 | 6 | |||
Net loss | (23,948) | (23,948) | |||
Ending balance (in shares) at Jun. 30, 2024 | 112,179,617 | ||||
Ending balance at Jun. 30, 2024 | $ 458,606 | $ 112 | $ 1,177,947 | $ (10,625) | $ (708,828) |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (64,438) | $ (77,001) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 5,767 | 5,807 |
Stock-based compensation | 62,182 | 75,196 |
Amortization of deferred commissions | 14,498 | 12,524 |
Non-cash operating lease costs | 4,722 | 4,731 |
Amortization of debt issuance costs | 768 | 754 |
Amortization of premium and accretion of discount on marketable securities | (7,611) | (2,724) |
Changes in assets and liabilities: | ||
Trade receivables | 46,704 | 32,311 |
Prepaid expenses and other current assets | (3,399) | (10,065) |
Deferred commissions | (15,297) | (12,423) |
Other long-term assets | (58) | (447) |
Trade payables | 1,860 | (2,282) |
Accrued expenses and other short-term liabilities | (4,374) | (5,799) |
Deferred revenues | 26,995 | 19,322 |
Other long-term liabilities | 128 | 2,732 |
Net cash provided by operating activities | 68,447 | 42,636 |
Cash flows from investing activities: | ||
Proceeds from sales and maturities of marketable securities | 45,101 | 20,850 |
Investment in marketable securities | (166,099) | (59,698) |
Proceeds from short-term and long-term deposits | 14,338 | 162,012 |
Investment in short-term and long-term deposits | (9,192) | (110,652) |
Purchases of property and equipment | (1,116) | (2,603) |
Net cash provided by (used in) investing activities | (116,968) | 9,909 |
Cash flows from financing activities: | ||
Proceeds from employee stock plans | 9,792 | 5,889 |
Taxes paid related to net share settlement of equity awards | (36,608) | (19,439) |
Repurchase of common stock | 0 | (7,599) |
Net cash used in financing activities | (26,816) | (21,149) |
Increase (decrease) in cash and cash equivalents | (75,337) | 31,396 |
Cash and cash equivalents at beginning of period | 230,740 | 367,800 |
Cash and cash equivalents at end of period | 155,403 | 399,196 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 5,739 | 2,400 |
Cash paid for interest | 1,602 | 1,611 |
Lease liabilities arising from obtaining right-of-use assets | 285 | 1,159 |
Common stock issued for debt conversion | $ 6 | $ 0 |
General
General | 6 Months Ended |
Jun. 30, 2024 | |
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 security, threat detection and response and data privacy and compliance. Varonis software enables enterprises of all sizes and industries to protect data stored in the cloud and on-premises 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 challenge of protecting data with growing volume, velocity, and variety, the Company has built an integrated platform to simplify and streamline data security, threat detection and response, and data privacy and compliance. The Company offers coverage for more than 40 of the most mission-critical cloud and on-premises data stores, SaaS applications and cloud infrastructure environments. In 2022, Varonis announced the availability of its flagship Varonis Data Security Platform as a SaaS, which offers simpler deployment, faster time-to-value, and groundbreaking new automation capabilities that help customers prevent data breaches. 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 broad applicability of the Company's technology has resulted in its customers deploying its software for numerous use cases. These use cases include: automatic discovery and classification of high-risk, sensitive data; data security posture management; SaaS security posture management; automated remediation of over-exposed data; centralized visibility and risk analysis of enterprise data and monitoring of user behavior and file activity; security monitoring and risk reduction; data breach, insider threat, malware and ransomware detection with Managed Data Detection and Response (MDDR); automatic response to ransomware and other severe incidents to limit exposure and reduce recovery times; data ownership identification, assignment, and automatic involvement; forensics, reporting and auditing with searchable logs; meeting security policy and compliance regulation; automatic data migration; cloud migration; automation of retention and disposition policies; automatic data quarantine; intelligent archiving; and automated indexing for data subject requests related to privacy and compliance requirements. 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”). Certain amounts in prior periods' financial statements have been reclassified to conform to the current year's presentation. 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 2023 consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2023 filed with the SEC on February 6, 2024 (the “2023 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, 2023 included in the 2023 Form 10-K, unless otherwise stated. c. Revenue Recognition: The Company generates revenues primarily in the form of term license subscriptions, SaaS revenues and maintenance and services fees. Term license subscription 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. SaaS revenues, including SaaS with Managed Data Detection and Response, are provided on a subscription basis and allow customers to use hosted software. Over the last few years, the Company has introduced new products and support for cloud applications and infrastructure, including the Varonis Data Security Platform delivered 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 its 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. Term license subscription software sold on-premises is recognized at the point in time when the software license has been delivered and the benefit of the asset has transferred. Maintenance associated with term license subscription software is recognized ratably over the term of the agreement. SaaS revenue is recognized ratably over the associated contract period, beginning when access is provided and the benefit of the service is available. Conversions from a license sold on-premises to the Company’s SaaS offering during the original subscription period 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 contract 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 included in term license subscriptions, 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 included in term license subscriptions, 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 SaaS and maintenance contracts. Deferred revenues are recognized as (or when) the Company performs under the contract. Pursuant to these contracts, customers are generally 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 $121,691 for the six months ended June 30, 2024. 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 in the future. The Company's remaining performance obligations were $514,669 as of June 30, 2024, of which it expects to recognize approximately 53% as revenue over the next 12 months and the remainder thereafter. 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 revenues and 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 revenues and operating expenditures are incurred in or exposed to other currencies, specifically, Euro and Pound Sterling for revenues and the New Israeli Shekel, Euro and Pound Sterling for operating expenses. 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. In addition, the Company has entered 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, 2024 (unaudited) Assets (liabilities) as of December 31, 2023 Notional Fair Notional Fair Foreign exchange forward contract derivatives in cash flow hedging relationships for operating expenses included in prepaid expenses and other current assets $ 3,078 $ 1 $ 128,411 $ 3,372 Foreign exchange forward contract derivatives in cash flow hedging relationships for operating expenses included in accrued expenses and other short-term liabilities $ 161,280 $ (4,235) $ — $ — Foreign exchange forward contract derivatives in cash flow hedging relationships for operating expenses included in long-term other assets $ 32,442 $ 198 $ 33,233 $ 519 Foreign exchange forward contract derivatives in cash flow hedging relationships for operating expenses included in long-term other liabilities $ 66,969 $ (1,768) $ 102,216 $ (1,624) Foreign exchange forward contract derivatives in cash flow hedging relationships for revenues included in prepaid expenses and other current assets $ 70,748 $ 1,011 $ — $ — Foreign exchange forward contract derivatives in cash flow hedging relationships for revenues included in accrued expenses and other short-term liabilities $ 4,407 $ (1) $ — $ — Foreign exchange forward contract derivatives for monetary items included in prepaid expenses and other current assets $ — $ — $ 39,155 $ 36 Foreign exchange forward contract derivatives for monetary items included in accrued expenses and other short-term liabilities $ — $ — $ 5,213 $ (7) The unaudited condensed consolidated statements of operations reflect a loss of $3,145 and $6,388 for the three and six months ended June 30, 2024, respectively, and a loss of $3,302 and $5,950 for the three and six months ended June 30, 2023, respectively, related to the cash flow hedges. For the three and six months ended June 30, 2024, the unaudited condensed consolidated statements of operations reflect a loss of $66 and a gain of $728, respectively, in financial income, net, related to the Fair Value Hedging Program. 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. 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, 2024, 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 2024 annual effective rate differs from the U.S. statutory rate primarily due to R&D capitalization under the terms of Section 174, tax deduction for stock based compensation, and generation or utilization of carry forward net operating loss (“NOL”) and research and development tax credits resulting in a 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, 2024 and 2023, the Company recorded income tax expense of $3,371 and $7,446, respectively, and $4,773 and $10,407 for the six months ended June 30, 2024 and 2023, 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, 2024, 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 maturities at the date of purchase greater than three months but less than one year to be short-term. Investments purchased with maturities at the date of purchase greater than one year are classified as long-term assets. 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 loss, which is reflected as a separate component of stockholders’ equity in the Company’s condensed consolidated balance sheets, until realized. 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, 2024 (unaudited) Amortized Gross Gross Fair Cash equivalents Money market funds $ 56,222 $ — $ — $ 56,222 Total $ 56,222 $ — $ — $ 56,222 Marketable securities US Treasury securities $ 417,625 $ — $ (544) $ 417,081 US Government Agency securities 9,987 — (3) 9,984 Total $ 427,612 $ — $ (547) $ 427,065 Short-term deposits Term bank deposits $ 44,846 $ — $ — $ 44,846 Total $ 44,846 $ — $ — $ 44,846 Long-term marketable securities US Treasury securities $ 163,566 $ — $ (594) $ 162,972 Total $ 163,566 $ — $ (594) $ 162,972 As of December 31, 2023 Amortized Gross Gross Fair Cash equivalents Money market funds $ 164,848 $ — $ — $ 164,848 Total $ 164,848 $ — $ — $ 164,848 Marketable securities US Treasury securities $ 242,633 $ 530 $ (1) $ 243,162 US Government Agency securities 9,972 41 — 10,013 Total $ 252,605 $ 571 $ (1) $ 253,175 Short-term deposits Term bank deposits $ 49,800 $ — $ — $ 49,800 Total $ 49,800 $ — $ — $ 49,800 Long-term marketable securities US Treasury securities $ 209,961 $ 1,102 $ — $ 211,063 Total $ 209,961 $ 1,102 $ — $ 211,063 Unrealized losses associated with investments in available for sale securities have all been in a continuous unrealized loss position of less than one year as of June 30, 2024 and December 31, 2023. The gross unrealized gains and losses related to these investments were 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, 2024 and December 31, 2023, the Company did not recognize an allowance for credit losses on available for sale marketable securities. h. Concentration of Credit Risks: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, marketable securities, short-term deposits and trade receivables. The Company’s cash, cash equivalents, marketable securities and short-term deposits are invested in major banks mainly in the United States but also in Israel, France, Canada, the United Kingdom, Germany, the Netherlands, Ireland, Luxembourg, Australia and Singapore. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. The Company maintains cash and cash equivalents with reputable financial institutions and monitors the amount of credit exposure to each financial institution. The Company’s trade receivables are geographically diversified and derived primarily from sales to a network of distributors and value-added resellers (VARs) mainly in the United States and Europe. Concentration of credit risk with respect to trade receivables is limited by credit limits, ongoing credit evaluation and account monitoring procedures. The Company performs ongoing credit evaluations of its channel partners and establishes an allowance for credit losses based upon a specific review of all significant outstanding invoices, historical collection experience, customer creditworthiness, current, and future economic and market conditions. The Company writes off receivables when they are deemed uncollectible and having exhausted all collection efforts. 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 (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 7,807,411 and 9,268,751 potentially dilutive shares from 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, 2024 and 2023, respectively. Additionally, 8,239,049 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, 2024 and 2023, respectively. j. Recently Issued Accounting Pronouncements Not Yet Adopted: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses on an interim and annual basis. All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods for the fiscal years beginning after December 15, 2024, and should be applied on a retrospective basis to all periods presented. Early adoption is permitted. The Company is currently evaluating the effect of adopting the ASU on its disclosures. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures . The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, the ASU requires certain disclosures of state versus federal income tax expense and taxes paid. The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2024. Early adoption is permitted and the amendments should be applied on a prospective basis. The Company is currently evaluating the effect of adopting the ASU on its disclosures. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
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 periods presented. 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, 2024 and December 31, 2023 by level within the fair value hierarchy (in thousands): As of June 30, 2024 (unaudited) As of December 31, 2023 Level I Level Level III Total Level I Level Level III Total Financial assets: Cash equivalents: Money market funds $ 56,222 $ — $ — $ 56,222 $ 164,848 $ — $ — $ 164,848 Marketable securities: US Treasury securities — 417,081 — 417,081 — 243,162 — 243,162 US Government Agency securities — 9,984 — 9,984 — 10,013 — 10,013 Prepaid expenses and other current assets: Forward foreign exchange contracts — 1,012 — 1,012 — 3,408 — 3,408 Long-term marketable securities: US Treasury securities — 162,972 — 162,972 — 211,063 — 211,063 Long-term other assets: Forward foreign exchange contracts — 198 — 198 — 519 — 519 Financial liabilities: Accrued expenses and other short-term liabilities: Forward foreign exchange contracts — (4,236) — (4,236) — (7) — (7) Long-term other liabilities: Forward foreign exchange contracts — (1,768) — (1,768) — (1,624) — (1,624) Total financial assets (liabilities), net $ 56,222 $ 585,243 $ — $ 641,465 $ 164,848 $ 466,534 $ — $ 631,382 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, 2024. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 (unaudited) Operating lease right-of-use assets $ 47,209 Operating lease liabilities, current $ 10,092 Operating lease liabilities, long-term 45,414 Total operating lease liabilities $ 55,506 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 assets and lease liabilities. 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, 2024, are as follows (in thousands): June 30, 2024 (unaudited) 2024 $ 5,783 2025 11,564 2026 9,607 2027 9,495 2028 9,443 Thereafter 13,983 Total undiscounted lease payments $ 59,875 Less: Imputed interest (4,369) Present value of lease liabilities $ 55,506 As of June 30, 2024, the Company had an additional operating lease that had not yet commenced of $2,454. This operating lease will commence in the fourth quarter of 2024 with a lease term through 2028. The weighted average remaining lease terms and discount rates for all operating leases were as follows as of June 30, 2024: Remaining lease term and discount rate: Weighted average remaining lease term (years) 5.92 Weighted average discount rate 2.86 % |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 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, 2024 Intangible assets, net (in years) (unaudited) Developed technology & trademarks 4 $ 6,110 Total intangible assets 6,110 Less: Accumulated amortization 5,610 Total intangible assets, net $ 500 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, 2024 and 2023, respectively. The following table summarizes estimated future amortization expense of our intangible assets as of June 30, 2024 (in thousands): Years ending December 31, Amount 2024 500 Total future amortization expense $ 500 |
Convertible Senior Notes and Ca
Convertible Senior Notes and Capped Call Transactions | 6 Months Ended |
Jun. 30, 2024 | |
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. During the three months ended June 30, 2024, the conversion feature of the 2025 Notes was triggered and therefore the 2025 Notes are currently convertible, in whole or in part, at the option of the holders from July 1, 2024 through September 30, 2024. Whether the 2025 Notes will be convertible following such period will depend on the continued satisfaction of this condition or another conversion condition. Since the issuance of the 2025 Notes, the Company has received and settled an immaterial amount of conversion notices from the holders. The Company may elect to repay the 2025 Notes in cash, shares of common stock, or a combination of both. The Company has continued to classify the 2025 Notes as long-term debt on its condensed consolidated balance sheet as of June 30, 2024. Effective 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. The net carrying amount of the 2025 Notes was as follows (in thousands): June 30, 2024 December 31, 2023 (unaudited) Principal $ 252,994 $ 253,000 Unamortized issuance costs (1,755) (2,523) Net carrying amount $ 251,239 $ 250,477 The effective interest rate for the three and six months ended June 30, 2024 was 1.87%. The interest expense recognized related to the 2025 Notes for the three and six months ended June 30, 2024 and 2023 was as follows (in thousands) : Three Months Ended Six Months Ended 2024 2023 2024 2023 (unaudited) (unaudited) Contractual interest expense $ 790 $ 790 $ 1,581 $ 1,581 Amortization of debt issuance costs 385 378 768 754 Total $ 1,175 $ 1,168 $ 2,349 $ 2,335 As of June 30, 2024 and December 31, 2023 , the total estimated fair value of the 2025 Notes was approximately $373,515 and $386,201, 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, 2024 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY a. Stock plans: 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. 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 were or 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. On June 3, 2024, the Company’s stockholders approved an additional 4,400,000 shares under the 2023 Plan. A summary of employees’ stock options activities during the six months ended June 30, 2024 is as follows: Six Months Ended Number Weighted Aggregate Weighted average Options outstanding as of January 1, 2024 573,430 $ 7.564 $ 21,627 0.962 Granted — $ — Exercised (535,668) $ 7.555 Forfeited and expired — $ — Options outstanding and exercisable as of June 30, 2024 37,762 $ 7.690 $ 1,521 1.061 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, 2024 was $20,580. As of June 30, 2024, there was no unrecognized compensation cost related to employees and non-employees unvested stock options as all options have vested. b. The options outstanding as of June 30, 2024 (unaudited) separated into exercise prices as follows: Exercise price Options outstanding and exercisable as of June 30, 2024 Weighted average remaining contractual life (years) of options outstanding and exercisable Weighted average exercise price of options outstanding and exercisable $5.682 4,483 5.658 $ 5.682 $7.220 24,279 0.367 $ 7.220 $9.960 9,000 0.644 $ 9.960 37,762 1.061 $ 7.690 c. Options issued to consultants: The Company’s outstanding options granted to consultants for services as of June 30, 2024 (unaudited) were as follows: Grant date Number of options outstanding and exercisable as of June 30, 2024 Range of exercise price Exercisable through November 2014 - February 2016 10,500 $ 5.623 — $ 7.220 November 2024 - 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, 2024 (unaudited) is as follows: Number of Weighted- Unvested balance - January 1, 2024 8,234,171 $ 36.83 Granted 3,557,660 $ 42.66 Vested (3,052,421) $ 40.20 Forfeited (980,261) $ 38.87 Unvested balance – June 30, 2024 7,759,149 $ 37.92 As of June 30, 2024, there was $233,568 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 2.493 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 3,908,910 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 2024 2023 2024 2023 (unaudited) (unaudited) Cost of revenues $ 1,298 $ 2,030 $ 2,660 $ 4,530 Research and development 8,856 13,634 20,615 26,157 Sales and marketing 10,655 13,898 21,125 26,660 General and administrative 9,280 9,822 17,782 17,848 Total $ 30,089 $ 39,384 $ 62,182 $ 75,195 |
Geographic Information and Majo
Geographic Information and Major Customer Data | 6 Months Ended |
Jun. 30, 2024 | |
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 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 2024 2023 2024 2023 (unaudited) (unaudited) Revenues based on customer’s location: North America $ 95,566 $ 84,514 $ 181,722 $ 165,763 EMEA (*) 29,070 27,227 53,223 50,145 Rest of World 5,710 3,677 9,423 6,845 Total revenues $ 130,346 $ 115,418 $ 244,368 $ 222,753 (*) Revenues to customers in France accounted for 10.1% and 11.3% of total revenues for the three months ended June 30, 2024 and 2023, respectively. For the three and six months ended June 30, 2024 and 2023, respectively, there were no revenues 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, 2024 December 31, 2023 (unaudited) Long-lived assets by geographic region: United States $ 33,338 $ 35,791 Israel 30,152 34,755 Ireland 12,228 13,240 Other 1,566 2,016 $ 77,284 $ 85,802 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net loss | $ (23,948) | $ (40,490) | $ (38,697) | $ (38,304) | $ (64,438) | $ (77,001) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
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, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | b. Basis of Presentation: 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 2023 consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2023 filed with the SEC on February 6, 2024 (the “2023 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, 2023 included in the 2023 Form 10-K, unless otherwise stated. |
Reclassifications | Certain amounts in prior periods' financial statements have been reclassified to conform to the current year's presentation. |
Revenue Recognition and Contract Costs | c. Revenue Recognition: The Company generates revenues primarily in the form of term license subscriptions, SaaS revenues and maintenance and services fees. Term license subscription 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. SaaS revenues, including SaaS with Managed Data Detection and Response, are provided on a subscription basis and allow customers to use hosted software. Over the last few years, the Company has introduced new products and support for cloud applications and infrastructure, including the Varonis Data Security Platform delivered 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 its 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. Term license subscription software sold on-premises is recognized at the point in time when the software license has been delivered and the benefit of the asset has transferred. Maintenance associated with term license subscription software is recognized ratably over the term of the agreement. SaaS revenue is recognized ratably over the associated contract period, beginning when access is provided and the benefit of the service is available. Conversions from a license sold on-premises to the Company’s SaaS offering during the original subscription period 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 contract 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 included in term license subscriptions, 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 included in term license subscriptions, 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: 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. |
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 revenues and 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 revenues and operating expenditures are incurred in or exposed to other currencies, specifically, Euro and Pound Sterling for revenues and the New Israeli Shekel, Euro and Pound Sterling for operating expenses. 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. In addition, the Company has entered 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, 2024, 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 2024 annual effective rate differs from the U.S. statutory rate primarily due to R&D capitalization under the terms of Section 174, tax deduction for stock based compensation, and generation or utilization of carry forward net operating loss (“NOL”) and research and development tax credits resulting in a 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, 2024 and 2023, the Company recorded income tax expense of $3,371 and $7,446, respectively, and $4,773 and $10,407 for the six months ended June 30, 2024 and 2023, 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, 2024, 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. |
Concentration of Credit Risks | h. Concentration of Credit Risks: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, marketable securities, short-term deposits and trade receivables. The Company’s cash, cash equivalents, marketable securities and short-term deposits are invested in major banks mainly in the United States but also in Israel, France, Canada, the United Kingdom, Germany, the Netherlands, Ireland, Luxembourg, Australia and Singapore. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. The Company maintains cash and cash equivalents with reputable financial institutions and monitors the amount of credit exposure to each financial institution. The Company’s trade receivables are geographically diversified and derived primarily from sales to a network of distributors and value-added resellers (VARs) mainly in the United States and Europe. Concentration of credit risk with respect to trade receivables is limited by credit limits, ongoing credit evaluation and account monitoring procedures. The Company performs ongoing credit evaluations of its channel partners and establishes an allowance for credit losses based upon a specific review of all significant outstanding invoices, historical collection experience, customer creditworthiness, current, and future economic and market conditions. The Company writes off receivables when they are deemed uncollectible and having exhausted all collection efforts. |
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 (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 7,807,411 and 9,268,751 potentially dilutive shares from 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, 2024 and 2023, respectively. Additionally, 8,239,049 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, 2024 and 2023, respectively. |
Recently Issued Accounting Pronouncements Not Yet Adopted | j. Recently Issued Accounting Pronouncements Not Yet Adopted: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses on an interim and annual basis. All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods for the fiscal years beginning after December 15, 2024, and should be applied on a retrospective basis to all periods presented. Early adoption is permitted. The Company is currently evaluating the effect of adopting the ASU on its disclosures. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures . The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, the ASU requires certain disclosures of state versus federal income tax expense and taxes paid. The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2024. Early adoption is permitted and the amendments should be applied on a prospective basis. The Company is currently evaluating the effect of adopting the ASU on its disclosures. |
General (Tables)
General (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 (unaudited) Assets (liabilities) as of December 31, 2023 Notional Fair Notional Fair Foreign exchange forward contract derivatives in cash flow hedging relationships for operating expenses included in prepaid expenses and other current assets $ 3,078 $ 1 $ 128,411 $ 3,372 Foreign exchange forward contract derivatives in cash flow hedging relationships for operating expenses included in accrued expenses and other short-term liabilities $ 161,280 $ (4,235) $ — $ — Foreign exchange forward contract derivatives in cash flow hedging relationships for operating expenses included in long-term other assets $ 32,442 $ 198 $ 33,233 $ 519 Foreign exchange forward contract derivatives in cash flow hedging relationships for operating expenses included in long-term other liabilities $ 66,969 $ (1,768) $ 102,216 $ (1,624) Foreign exchange forward contract derivatives in cash flow hedging relationships for revenues included in prepaid expenses and other current assets $ 70,748 $ 1,011 $ — $ — Foreign exchange forward contract derivatives in cash flow hedging relationships for revenues included in accrued expenses and other short-term liabilities $ 4,407 $ (1) $ — $ — Foreign exchange forward contract derivatives for monetary items included in prepaid expenses and other current assets $ — $ — $ 39,155 $ 36 Foreign exchange forward contract derivatives for monetary items included in accrued expenses and other short-term liabilities $ — $ — $ 5,213 $ (7) |
Schedule of Cash, Cash Equivalents and Investments | Cash, cash equivalents, marketable securities and deposits consist of the following (in thousands): As of June 30, 2024 (unaudited) Amortized Gross Gross Fair Cash equivalents Money market funds $ 56,222 $ — $ — $ 56,222 Total $ 56,222 $ — $ — $ 56,222 Marketable securities US Treasury securities $ 417,625 $ — $ (544) $ 417,081 US Government Agency securities 9,987 — (3) 9,984 Total $ 427,612 $ — $ (547) $ 427,065 Short-term deposits Term bank deposits $ 44,846 $ — $ — $ 44,846 Total $ 44,846 $ — $ — $ 44,846 Long-term marketable securities US Treasury securities $ 163,566 $ — $ (594) $ 162,972 Total $ 163,566 $ — $ (594) $ 162,972 As of December 31, 2023 Amortized Gross Gross Fair Cash equivalents Money market funds $ 164,848 $ — $ — $ 164,848 Total $ 164,848 $ — $ — $ 164,848 Marketable securities US Treasury securities $ 242,633 $ 530 $ (1) $ 243,162 US Government Agency securities 9,972 41 — 10,013 Total $ 252,605 $ 571 $ (1) $ 253,175 Short-term deposits Term bank deposits $ 49,800 $ — $ — $ 49,800 Total $ 49,800 $ — $ — $ 49,800 Long-term marketable securities US Treasury securities $ 209,961 $ 1,102 $ — $ 211,063 Total $ 209,961 $ 1,102 $ — $ 211,063 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 and December 31, 2023 by level within the fair value hierarchy (in thousands): As of June 30, 2024 (unaudited) As of December 31, 2023 Level I Level Level III Total Level I Level Level III Total Financial assets: Cash equivalents: Money market funds $ 56,222 $ — $ — $ 56,222 $ 164,848 $ — $ — $ 164,848 Marketable securities: US Treasury securities — 417,081 — 417,081 — 243,162 — 243,162 US Government Agency securities — 9,984 — 9,984 — 10,013 — 10,013 Prepaid expenses and other current assets: Forward foreign exchange contracts — 1,012 — 1,012 — 3,408 — 3,408 Long-term marketable securities: US Treasury securities — 162,972 — 162,972 — 211,063 — 211,063 Long-term other assets: Forward foreign exchange contracts — 198 — 198 — 519 — 519 Financial liabilities: Accrued expenses and other short-term liabilities: Forward foreign exchange contracts — (4,236) — (4,236) — (7) — (7) Long-term other liabilities: Forward foreign exchange contracts — (1,768) — (1,768) — (1,624) — (1,624) Total financial assets (liabilities), net $ 56,222 $ 585,243 $ — $ 641,465 $ 164,848 $ 466,534 $ — $ 631,382 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule 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, 2024 (unaudited) Operating lease right-of-use assets $ 47,209 Operating lease liabilities, current $ 10,092 Operating lease liabilities, long-term 45,414 Total operating lease liabilities $ 55,506 |
Schedule of Minimum Lease Payments | Minimum lease payments for the Company's right-of-use assets over the remaining lease periods as of June 30, 2024, are as follows (in thousands): June 30, 2024 (unaudited) 2024 $ 5,783 2025 11,564 2026 9,607 2027 9,495 2028 9,443 Thereafter 13,983 Total undiscounted lease payments $ 59,875 Less: Imputed interest (4,369) Present value of lease liabilities $ 55,506 |
Schedule 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, 2024: Remaining lease term and discount rate: Weighted average remaining lease term (years) 5.92 Weighted average discount rate 2.86 % |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 Intangible assets, net (in years) (unaudited) Developed technology & trademarks 4 $ 6,110 Total intangible assets 6,110 Less: Accumulated amortization 5,610 Total intangible assets, net $ 500 |
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, 2024 (in thousands): Years ending December 31, Amount 2024 500 Total future amortization expense $ 500 |
Convertible Senior Notes and _2
Convertible Senior Notes and Capped Call Transactions (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 December 31, 2023 (unaudited) Principal $ 252,994 $ 253,000 Unamortized issuance costs (1,755) (2,523) Net carrying amount $ 251,239 $ 250,477 |
Schedule of Interest Expense | The interest expense recognized related to the 2025 Notes for the three and six months ended June 30, 2024 and 2023 was as follows (in thousands) : Three Months Ended Six Months Ended 2024 2023 2024 2023 (unaudited) (unaudited) Contractual interest expense $ 790 $ 790 $ 1,581 $ 1,581 Amortization of debt issuance costs 385 378 768 754 Total $ 1,175 $ 1,168 $ 2,349 $ 2,335 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stock Option Activity | A summary of employees’ stock options activities during the six months ended June 30, 2024 is as follows: Six Months Ended Number Weighted Aggregate Weighted average Options outstanding as of January 1, 2024 573,430 $ 7.564 $ 21,627 0.962 Granted — $ — Exercised (535,668) $ 7.555 Forfeited and expired — $ — Options outstanding and exercisable as of June 30, 2024 37,762 $ 7.690 $ 1,521 1.061 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range | The options outstanding as of June 30, 2024 (unaudited) separated into exercise prices as follows: Exercise price Options outstanding and exercisable as of June 30, 2024 Weighted average remaining contractual life (years) of options outstanding and exercisable Weighted average exercise price of options outstanding and exercisable $5.682 4,483 5.658 $ 5.682 $7.220 24,279 0.367 $ 7.220 $9.960 9,000 0.644 $ 9.960 37,762 1.061 $ 7.690 |
Schedule of Outstanding Options | The Company’s outstanding options granted to consultants for services as of June 30, 2024 (unaudited) were as follows: Grant date Number of options outstanding and exercisable as of June 30, 2024 Range of exercise price Exercisable through November 2014 - February 2016 10,500 $ 5.623 — $ 7.220 November 2024 - 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, 2024 (unaudited) is as follows: Number of Weighted- Unvested balance - January 1, 2024 8,234,171 $ 36.83 Granted 3,557,660 $ 42.66 Vested (3,052,421) $ 40.20 Forfeited (980,261) $ 38.87 Unvested balance – June 30, 2024 7,759,149 $ 37.92 |
Schedule of Stock-Based Compensation Expense | The Company recognized stock-based compensation expense in the condensed consolidated statements of operations as follows (in thousands): Three Months Ended Six Months Ended 2024 2023 2024 2023 (unaudited) (unaudited) Cost of revenues $ 1,298 $ 2,030 $ 2,660 $ 4,530 Research and development 8,856 13,634 20,615 26,157 Sales and marketing 10,655 13,898 21,125 26,660 General and administrative 9,280 9,822 17,782 17,848 Total $ 30,089 $ 39,384 $ 62,182 $ 75,195 |
Geographic Information and Ma_2
Geographic Information and Major Customer Data (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of 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 2024 2023 2024 2023 (unaudited) (unaudited) Revenues based on customer’s location: North America $ 95,566 $ 84,514 $ 181,722 $ 165,763 EMEA (*) 29,070 27,227 53,223 50,145 Rest of World 5,710 3,677 9,423 6,845 Total revenues $ 130,346 $ 115,418 $ 244,368 $ 222,753 |
Schedule of 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, 2024 December 31, 2023 (unaudited) Long-lived assets by geographic region: United States $ 33,338 $ 35,791 Israel 30,152 34,755 Ireland 12,228 13,240 Other 1,566 2,016 $ 77,284 $ 85,802 |
General - Narrative (Details)
General - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 USD ($) subsidiary | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) subsidiary shares | Jun. 30, 2023 USD ($) shares | May 11, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Subsidiary or equity method investee, number | subsidiary | 12 | 12 | |||
Deferred revenue, revenue recognized | $ 121,691 | ||||
Remaining performance obligation | $ 514,669 | $ 514,669 | |||
Capitalized contract cost, amortization period (years) | 4 years | 4 years | |||
Loss related to the effective portion of the cash flow hedges | $ (3,145) | $ (3,302) | $ (6,388) | $ (5,950) | |
Derivative instruments not designated as hedging instruments, gain (loss), net | (66) | 145 | 728 | (155) | |
Income tax expense | $ 3,371 | 7,446 | $ 4,773 | $ 10,407 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Revenue, remaining performance obligation, percentage | 53% | 53% | |||
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 | 7,807,411 | 9,268,751 | |||
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 | 8,239,049 | 8,239,049 | |||
Convertible Debt | 2025 Senior Notes | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Interest rate, stated percentage | 1.25% | ||||
Foreign Exchange Contract | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Loss related to the effective portion of the cash flow hedges | $ 3,145 | $ 3,302 | $ 6,388 | $ 5,950 | |
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, 2024 | Dec. 31, 2023 |
Cash Flow Hedging | Operating Expenses Included in Prepaid Expenses And Other Current Assets | ||
Derivative [Line Items] | ||
Notional Amount | $ 3,078 | $ 128,411 |
Derivative assets, fair value | 1 | 3,372 |
Cash Flow Hedging | Revenues Included in Prepaid Expenses And Other Current Assets | ||
Derivative [Line Items] | ||
Notional Amount | 70,748 | 0 |
Derivative assets, fair value | 1,011 | 0 |
Cash Flow Hedging | Operating Expenses Included In Accrued Expenses And Other Short-Term Liabilities | ||
Derivative [Line Items] | ||
Notional Amount | 161,280 | 0 |
Derivative liability, fair value | (4,235) | 0 |
Cash Flow Hedging | Long-term other assets | ||
Derivative [Line Items] | ||
Notional Amount | 32,442 | 33,233 |
Derivative assets, fair value | 198 | 519 |
Cash Flow Hedging | Long-Term Other Liabilities | ||
Derivative [Line Items] | ||
Notional Amount | 66,969 | 102,216 |
Derivative liability, fair value | (1,768) | (1,624) |
Cash Flow Hedging | Revenues Included In Accrued Expenses And Other Short-Term Liabilities | ||
Derivative [Line Items] | ||
Notional Amount | 4,407 | 0 |
Derivative liability, fair value | (1) | 0 |
Fair Value Hedging | Prepaid Expenses and Other Current Assets | ||
Derivative [Line Items] | ||
Notional Amount | 0 | 39,155 |
Derivative assets, fair value | 0 | 36 |
Fair Value Hedging | Accrued Expenses and Other Short-Term Liabilities | ||
Derivative [Line Items] | ||
Notional Amount | 0 | 5,213 |
Derivative liability, fair value | $ 0 | $ (7) |
General - Cash, Cash Equivalent
General - Cash, Cash Equivalents and Short-term Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents | $ 56,222 | $ 164,848 |
Marketable securities | Marketable Securities, Current | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 427,612 | 252,605 |
Gross Unrealized Gains | 0 | 571 |
Gross Unrealized Losses | (547) | (1) |
Fair Value | 427,065 | 253,175 |
Marketable securities | Marketable Securities, Noncurrent | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 163,566 | 209,961 |
Gross Unrealized Gains | 0 | 1,102 |
Gross Unrealized Losses | (594) | 0 |
Fair Value | 162,972 | 211,063 |
US Treasury securities | Marketable Securities, Current | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 417,625 | 242,633 |
Gross Unrealized Gains | 0 | 530 |
Gross Unrealized Losses | (544) | (1) |
Fair Value | 417,081 | 243,162 |
US Treasury securities | Marketable Securities, Noncurrent | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 163,566 | 209,961 |
Gross Unrealized Gains | 0 | 1,102 |
Gross Unrealized Losses | (594) | 0 |
Fair Value | 162,972 | 211,063 |
US Government Agency securities | Marketable Securities, Current | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 9,987 | 9,972 |
Gross Unrealized Gains | 0 | 41 |
Gross Unrealized Losses | (3) | 0 |
Fair Value | 9,984 | 10,013 |
Short-term deposits | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 44,846 | 49,800 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 44,846 | 49,800 |
Term bank deposits | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 44,846 | 49,800 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 44,846 | 49,800 |
Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents | $ 56,222 | $ 164,848 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 56,222 | $ 164,848 |
Marketable securities | 427,065 | 253,175 |
Long-term marketable securities | 162,972 | 211,063 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 56,222 | 164,848 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets (liabilities), net | 641,465 | 631,382 |
Fair Value, Recurring | Forward foreign exchange contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets: | 1,012 | 3,408 |
Long-term other assets: | 198 | 519 |
Accrued expenses and other short-term liabilities: | (4,236) | (7) |
Long-term other liabilities: | (1,768) | (1,624) |
Fair Value, Recurring | US Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 417,081 | 243,162 |
Long-term marketable securities | 162,972 | 211,063 |
Fair Value, Recurring | US Government Agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 9,984 | 10,013 |
Fair Value, Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 56,222 | 164,848 |
Fair Value, Recurring | Level I | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets (liabilities), net | 56,222 | 164,848 |
Fair Value, Recurring | Level I | Forward foreign exchange contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets: | 0 | 0 |
Long-term other assets: | 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 | 0 | 0 |
Long-term marketable securities | 0 | 0 |
Fair Value, Recurring | Level I | US Government Agency securities | ||
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 equivalents | 56,222 | 164,848 |
Fair Value, Recurring | Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets (liabilities), net | 585,243 | 466,534 |
Fair Value, Recurring | Level II | Forward foreign exchange contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Prepaid expenses and other current assets: | 1,012 | 3,408 |
Long-term other assets: | 198 | 519 |
Accrued expenses and other short-term liabilities: | (4,236) | (7) |
Long-term other liabilities: | (1,768) | (1,624) |
Fair Value, Recurring | Level II | US Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 417,081 | 243,162 |
Long-term marketable securities | 162,972 | 211,063 |
Fair Value, Recurring | Level II | US Government Agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 9,984 | 10,013 |
Fair Value, Recurring | Level II | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
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] | ||
Prepaid expenses and other current assets: | 0 | 0 |
Long-term other assets: | 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 |
Long-term marketable securities | 0 | 0 |
Fair Value, Recurring | Level III | US Government Agency securities | ||
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 equivalents | $ 0 | $ 0 |
Leases - Right-of-Use Assets an
Leases - Right-of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 47,209 | $ 51,838 |
Operating lease liabilities, current | 10,092 | |
Operating lease liabilities, long-term | 45,414 | $ 51,313 |
Total operating lease liabilities | $ 55,506 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
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 | ||
Operating lease, not yet commenced | $ 2,454 | $ 2,454 | ||
Operating lease cost | 2,315 | $ 2,410 | 4,901 | $ 4,702 |
Sublease income | $ 381 | $ 438 | $ 811 | $ 901 |
Leases - Minimum Lease Payments
Leases - Minimum Lease Payments for Right-of-Use Assets (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Leases [Abstract] | |
2024 | $ 5,783 |
2025 | 11,564 |
2026 | 9,607 |
2027 | 9,495 |
2028 | 9,443 |
Thereafter | 13,983 |
Total undiscounted lease payments | 59,875 |
Less: Imputed interest | (4,369) |
Present value of lease liabilities | $ 55,506 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Terms and Discount Rates (Details) | Jun. 30, 2024 |
Leases [Abstract] | |
Weighted average remaining lease term (years) | 5 years 11 months 1 day |
Weighted average discount rate | 2.86% |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Cost and Amortization of Intangible Assets (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Total intangible assets | $ 6,110 |
Less: Accumulated amortization | 5,610 |
Total intangible assets, net | $ 500 |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 381 | $ 381 | $ 762 | $ 762 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated Future Amortization Expense (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 500 |
Total intangible assets, net | $ 500 |
Convertible Senior Notes and _3
Convertible Senior Notes and Capped Call Transactions - Narrative (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | ||
May 11, 2020 USD ($) | Jun. 30, 2024 USD ($) $ / shares | Dec. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | |||
Cap price (in dollars per share) | $ / shares | $ 47.24 | ||
2025 Senior Notes | |||
Debt Instrument [Line Items] | |||
Fair value of the notes | $ 373,515 | $ 386,201 | |
Convertible Debt | |||
Debt Instrument [Line Items] | |||
Purchases of capped calls | $ 29,348 | ||
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 | ||
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 - Convertible Notes (Details) - 2025 Senior Notes - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Principal | $ 252,994 | $ 253,000 |
Unamortized issuance costs | (1,755) | (2,523) |
Net carrying amount | $ 251,239 | $ 250,477 |
Convertible Senior Notes and _5
Convertible Senior Notes and Capped Call Transactions - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Debt Instrument [Line Items] | ||||
Amortization of debt issuance costs | $ 768 | $ 754 | ||
2025 Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 790 | $ 790 | 1,581 | 1,581 |
Amortization of debt issuance costs | 385 | 378 | 768 | 754 |
Total | $ 1,175 | $ 1,168 | $ 2,349 | $ 2,335 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | 6 Months Ended | 13 Months Ended | 102 Months Ended | ||||
Jun. 03, 2024 | Jun. 30, 2015 | Nov. 14, 2013 | Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2024 | Jun. 05, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted (in shares) | 0 | ||||||
Exercises in period, intrinsic value | $ 20,580,000 | ||||||
Compensation cost not yet recognized, non-option | 0 | $ 0 | $ 0 | ||||
Restricted Stock Units and Performance Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation cost not yet recognized, non-option | $ 233,568,000 | $ 233,568,000 | $ 233,568,000 | ||||
Compensation cost not yet recognized, period for recognition | 2 years 5 months 26 days | ||||||
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 | ||||||
Capital shares reserved for future issuance, annual increase, maximum (in shares) | 27,579,672 | 27,579,672 | 27,579,672 | ||||
Vesting period (in years) | 4 years | ||||||
Granted (in shares) | 0 | ||||||
Shares available for grant (in shares) | 0 | 0 | 0 | ||||
Polyrize Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares available for grant (in shares) | 0 | 0 | 0 | ||||
2023 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized (in shares) | 5,500,000 | ||||||
Number of additional shares authorized (in shares) | 4,400,000 | ||||||
2015 ESPP | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized (in shares) | 1,500,000 | ||||||
Number of additional shares authorized (in shares) | 3,908,910 | ||||||
Maximum employee subscription rate | 15% | ||||||
Purchase price of common stock, percent | 85% | ||||||
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 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Options Activity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | |
Number | ||
Options outstanding, Balance (in shares) | shares | 573,430 | |
Granted (in shares) | shares | 0 | |
Exercised (in shares) | shares | (535,668) | |
Forfeited and expired (in shares) | shares | 0 | |
Options outstanding, Balance (in shares) | shares | 37,762 | 573,430 |
Options exercisable at the end of the year (in shares) | shares | 37,762 | |
Weighted average exercise price | ||
Options outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 7.564 | |
Granted, weighted average exercise price (in dollars per share) | $ / shares | 0 | |
Exercised, weighted average exercise price (in dollars per share) | $ / shares | 7.555 | |
Forfeited and expired, weighted average exercise price (in dollars per share) | $ / shares | 0 | |
Options outstanding, weighted average exercise price (in dollars per share) | $ / shares | 7.690 | $ 7.564 |
Options exercisable at the end of the year, weighted average exercise price (in dollars per share) | $ / shares | $ 7.690 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Options outstanding, aggregate intrinsic value | $ | $ 1,521 | $ 21,627 |
Options exercisable at the end of the year, aggregate intrinsic value | $ | $ 1,521 | |
Options outstanding, weighted average remaining contractual life (Year) | 1 year 21 days | 11 months 15 days |
Options exercisable at the end of the year, weighted average remaining contractual life (Year) | 1 year 21 days |
Stockholders' Equity - Options
Stockholders' Equity - Options Outstanding Separated Into Range of Exercise Price (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average exercise price (in dollars per share) | $ 7.690 | |
Options outstanding, exercise price range (in shares) | 37,762 | |
Options exercisable, exercise price range (in shares) | 37,762 | |
Options outstanding, weighted average remaining contractual life (Year) | 1 year 21 days | 11 months 15 days |
Options exercisable, weighted average remaining contractual life (years) | 1 year 21 days | |
Weighted average exercise price of options exercisable, exercise price range (in dollars per share) | $ 7.690 | |
Range One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average exercise price (in dollars per share) | $ 5.682 | |
Options outstanding, exercise price range (in shares) | 4,483 | |
Options exercisable, exercise price range (in shares) | 4,483 | |
Options outstanding, weighted average remaining contractual life, exercise price range (Year) | 5 years 7 months 28 days | |
Options exercisable, weighted average remaining contractual life, exercise price range (years) | 5 years 7 months 28 days | |
Weighted average exercise price of options exercisable, exercise price range (in dollars per share) | $ 5.682 | |
Range Two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average exercise price (in dollars per share) | $ 7.220 | |
Options outstanding, exercise price range (in shares) | 24,279 | |
Options exercisable, exercise price range (in shares) | 24,279 | |
Options outstanding, weighted average remaining contractual life, exercise price range (Year) | 4 months 13 days | |
Options exercisable, weighted average remaining contractual life, exercise price range (years) | 4 months 13 days | |
Weighted average exercise price of options exercisable, exercise price range (in dollars per share) | $ 7.220 | |
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) | 9,000 | |
Options exercisable, exercise price range (in shares) | 9,000 | |
Options outstanding, weighted average remaining contractual life, exercise price range (Year) | 7 months 20 days | |
Options exercisable, weighted average remaining contractual life, exercise price range (years) | 7 months 20 days | |
Weighted average exercise price of options exercisable, exercise price range (in dollars per share) | $ 9.960 |
Stockholders' Equity - Outstand
Stockholders' Equity - Outstanding Options Granted to Consultants for Sales and Pre-marketing Services (Details) | 6 Months Ended |
Jun. 30, 2024 $ / 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 | 10,500 |
November 2014 - 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 |
November 2014 - February 2016 | Consultants | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Granted, weighted average exercise price (in dollars per share) | $ 7.220 |
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, 2024 $ / shares shares | |
Number of shares underlying outstanding RSUs and PSUs | |
Beginning Balance, restricted stock units and performance stock units (in shares) | shares | 8,234,171 |
Granted, restricted stock units and performance stock units (in shares) | shares | 3,557,660 |
Vested, restricted stock units and performance stock units (in shares) | shares | (3,052,421) |
Forfeited, restricted stock units and performance stock units (in shares) | shares | (980,261) |
Ending Balance, restricted stock units and performance stock units (in shares) | shares | 7,759,149 |
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 | $ 36.83 |
Granted, weighted average grant date fair value on restricted stock units and performance stock units (in dollars per share) | $ / shares | 42.66 |
Vested, weighted average grant date fair value on restricted stock units and performance stock units (in dollars per share) | $ / shares | 40.20 |
Forfeited, weighted average grant date fair value on restricted stock units and performance stock units (in dollars per share) | $ / shares | 38.87 |
Ending Balance, weighted average grant date fair value on restricted stock units and performance stock units (in dollars per share) | $ / shares | $ 37.92 |
Stockholders' Equity - Non-cash
Stockholders' Equity - Non-cash Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 30,089 | $ 39,384 | $ 62,182 | $ 75,195 |
Cost of revenues | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 1,298 | 2,030 | 2,660 | 4,530 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 8,856 | 13,634 | 20,615 | 26,157 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 10,655 | 13,898 | 21,125 | 26,660 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 9,280 | $ 9,822 | $ 17,782 | $ 17,848 |
Geographic Information and Ma_3
Geographic Information and Major Customer Data - Narrative (Details) - segment | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | 1 | ||
France | Revenue Benchmark | Geographic Concentration Risk | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 10.10% | 11.30% |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 130,346 | $ 115,418 | $ 244,368 | $ 222,753 |
North America | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 95,566 | 84,514 | 181,722 | 165,763 |
EMEA | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 29,070 | 27,227 | 53,223 | 50,145 |
Rest of World | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | $ 5,710 | $ 3,677 | $ 9,423 | $ 6,845 |
Geographic Information and Ma_5
Geographic Information and Major Customer Data - Long-lived Assets by Geographic Region (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 77,284 | $ 85,802 |
United States | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 33,338 | 35,791 |
Israel | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 30,152 | 34,755 |
Ireland | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 12,228 | 13,240 |
Other | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 1,566 | $ 2,016 |