Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 31, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-36350 | |
Entity Registrant Name | Q2 Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-2706637 | |
Entity Address, Address Line One | 10355 Pecan Park Boulevard | |
Entity Address, City or Town | Austin, | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78729 | |
City Area Code | 833 | |
Local Phone Number | 444-3469 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | QTWO | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Smaller Reporting Company | false | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock Shares Outstanding | 58,446,532 | |
Entity Central Index Key | 0001410384 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 118,229 | $ 199,600 |
Restricted cash | 2,298 | 2,302 |
Investments | 161,777 | 233,753 |
Accounts receivable, net | 38,671 | 46,735 |
Contract assets, current portion, net | 11,359 | 8,909 |
Prepaid expenses and other current assets | 11,949 | 10,832 |
Deferred solution and other costs, current portion | 26,783 | 21,117 |
Deferred implementation costs, current portion | 8,136 | 7,828 |
Total current assets | 379,202 | 531,076 |
Property and equipment, net | 48,460 | 56,695 |
Right of use assets | 35,579 | 39,837 |
Deferred solution and other costs, net of current portion | 27,303 | 26,410 |
Deferred implementation costs, net of current portion | 21,025 | 18,713 |
Intangible assets, net | 134,691 | 145,681 |
Goodwill | 512,869 | 512,869 |
Contract assets, net of current portion and allowance | 11,571 | 16,186 |
Other long-term assets | 1,987 | 2,259 |
Total assets | 1,172,687 | 1,349,726 |
Current liabilities: | ||
Accounts payable | 14,139 | 10,055 |
Accrued liabilities | 15,916 | 20,748 |
Accrued compensation | 18,168 | 23,460 |
Convertible notes, current portion | 0 | 10,903 |
Deferred revenues, current portion | 111,466 | 117,468 |
Lease liabilities, current portion | 9,210 | 9,408 |
Total current liabilities | 168,899 | 192,042 |
Convertible notes, net of current portion | 489,473 | 657,789 |
Deferred revenues, net of current portion | 19,682 | 21,691 |
Lease liabilities, net of current portion | 48,696 | 52,991 |
Other long-term liabilities | 4,530 | 6,189 |
Total liabilities | 731,280 | 930,702 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity: | ||
Preferred stock: $0.0001 par value; 5,000 shares authorized, no shares issued or outstanding as of June 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock: $0.0001 par value; 150,000 shares authorized, 58,447 issued and outstanding as of June 30, 2023 and 57,735 shares issued and outstanding as of December 31, 2022 | 6 | 6 |
Additional paid-in capital | 1,027,796 | 982,300 |
Accumulated other comprehensive loss | (1,947) | (2,972) |
Accumulated deficit | (584,448) | (560,310) |
Total stockholders' equity | 441,407 | 419,024 |
Total liabilities and stockholders' equity | $ 1,172,687 | $ 1,349,726 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 58,447,000 | 57,735,000 |
Common stock, shares outstanding (in shares) | 58,447,000 | 57,735,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 154,531 | $ 140,309 | $ 307,539 | $ 274,380 |
Cost of revenues | 80,703 | 77,421 | 160,414 | 151,093 |
Gross profit | 73,828 | 62,888 | 147,125 | 123,287 |
Operating expenses: | ||||
Sales and marketing | 28,701 | 26,477 | 56,845 | 51,743 |
Research and development | 34,096 | 31,832 | 68,521 | 62,963 |
General and administrative | 27,127 | 23,285 | 51,819 | 43,853 |
Transaction-related costs | 9 | 527 | 21 | 530 |
Amortization of acquired intangibles | 5,252 | 4,422 | 10,514 | 8,844 |
Lease and other restructuring charges | 2,312 | 129 | 4,273 | 537 |
Total operating expenses | 97,497 | 86,672 | 191,993 | 168,470 |
Loss from operations | (23,669) | (23,784) | (44,868) | (45,183) |
Other income (expense): | ||||
Interest and other income | 2,107 | 564 | 4,383 | 1,479 |
Interest and other expense | (1,581) | (1,662) | (3,025) | (3,373) |
Gain (loss) on extinguishment of debt | 0 | 0 | 19,869 | 0 |
Total other income (expense), net | 526 | (1,098) | 21,227 | (1,894) |
Loss before income taxes | (23,143) | (24,882) | (23,641) | (47,077) |
Provision for income taxes | (479) | (340) | (497) | (1,704) |
Net loss | (23,622) | (25,222) | (24,138) | (48,781) |
Other comprehensive income (loss): | ||||
Unrealized gain (loss) on available-for-sale investments | (174) | (544) | 862 | (1,617) |
Foreign currency translation adjustment | 180 | (724) | 163 | (814) |
Comprehensive loss | $ (23,616) | $ (26,490) | $ (23,113) | $ (51,212) |
Net loss per common share, basic (usd per share) | $ (0.41) | $ (0.44) | $ (0.42) | $ (0.85) |
Net loss per common share, diluted (usd per share) | $ (0.41) | $ (0.44) | $ (0.42) | $ (0.85) |
Weighted average common shares outstanding: | ||||
Weighted-average common shares outstanding, basic (in shares) | 58,286 | 57,234 | 58,087 | 57,125 |
Weighted-average common shares outstanding, diluted (in shares) | 58,286 | 57,234 | 58,087 | 57,125 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common stock and additional paid-in capital: | Common stock and additional paid-in capital: Cumulative Effect, Period of Adoption, Adjustment | Accumulated deficit: | Accumulated deficit: Cumulative Effect, Period of Adoption, Adjustment | Accumulated other comprehensive income (loss): | Common stock |
Beginning balances at Dec. 31, 2021 | $ 570,296 | $ 1,064,364 | $ (156,979) | $ (493,933) | $ 42,606 | $ (135) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation expense | 33,425 | ||||||
Exercise of stock options | 256 | ||||||
Net loss | (48,781) | (48,781) | |||||
Other comprehensive income (loss) | (2,431) | ||||||
Ending balances at Jun. 30, 2022 | 440,939 | 943,613 | (500,108) | (2,566) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock under ESPP | 2,547 | ||||||
Common stock, beginning balance (in shares) at Dec. 31, 2021 | 56,928 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options (in shares) | 12 | ||||||
Issuance of common stock under ESPP (in shares) | 57 | ||||||
Shares issued for the vesting of restricted stock awards (in shares) | 316 | ||||||
Common stock, ending balance (in shares) at Jun. 30, 2022 | 57,313 | ||||||
Beginning balances at Mar. 31, 2022 | 446,187 | 922,371 | (474,886) | (1,298) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation expense | 18,570 | ||||||
Exercise of stock options | 125 | ||||||
Net loss | (25,222) | (25,222) | |||||
Other comprehensive income (loss) | (1,268) | ||||||
Ending balances at Jun. 30, 2022 | 440,939 | 943,613 | (500,108) | (2,566) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock under ESPP | 2,547 | ||||||
Common stock, beginning balance (in shares) at Mar. 31, 2022 | 57,200 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options (in shares) | 5 | ||||||
Issuance of common stock under ESPP (in shares) | 57 | ||||||
Shares issued for the vesting of restricted stock awards (in shares) | 51 | ||||||
Common stock, ending balance (in shares) at Jun. 30, 2022 | 57,313 | ||||||
Beginning balances at Dec. 31, 2022 | 419,024 | 982,306 | (560,310) | (2,972) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation expense | 41,424 | ||||||
Exercise of stock options | 474 | ||||||
Settlement of capped calls | 139 | ||||||
Net loss | (24,138) | (24,138) | |||||
Other comprehensive income (loss) | 1,025 | ||||||
Ending balances at Jun. 30, 2023 | $ 441,407 | 1,027,802 | (584,448) | (1,947) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock under ESPP | 3,459 | ||||||
Common stock, beginning balance (in shares) at Dec. 31, 2022 | 57,735 | 57,735 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options (in shares) | 19 | ||||||
Issuance of common stock under ESPP (in shares) | 146 | ||||||
Shares issued for the vesting of restricted stock awards (in shares) | 547 | ||||||
Common stock, ending balance (in shares) at Jun. 30, 2023 | 58,447 | 58,447 | |||||
Beginning balances at Mar. 31, 2023 | $ 439,101 | 1,001,880 | (560,826) | (1,953) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation expense | 22,079 | ||||||
Exercise of stock options | 384 | ||||||
Net loss | (23,622) | (23,622) | |||||
Other comprehensive income (loss) | 6 | ||||||
Ending balances at Jun. 30, 2023 | $ 441,407 | 1,027,802 | $ (584,448) | $ (1,947) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock under ESPP | $ 3,459 | ||||||
Common stock, beginning balance (in shares) at Mar. 31, 2023 | 58,198 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options (in shares) | 15 | ||||||
Issuance of common stock under ESPP (in shares) | 146 | ||||||
Shares issued for the vesting of restricted stock awards (in shares) | 88 | ||||||
Common stock, ending balance (in shares) at Jun. 30, 2023 | 58,447 | 58,447 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (24,138) | $ (48,781) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Amortization of deferred implementation, solution and other costs | 12,447 | 11,091 |
Depreciation and amortization | 35,478 | 29,946 |
Amortization of debt issuance costs | 1,113 | 1,367 |
Amortization of premiums on investments | (1,781) | 577 |
Stock-based compensation expense | 38,710 | 33,425 |
Realized (gain) loss on sale of marketable securities | 336 | 17 |
Deferred income taxes | (556) | 857 |
Allowance for credit losses | (76) | 144 |
Allowance for sales credits | (31) | 51 |
Loss on disposal of long-lived assets | 83 | 134 |
(Gain) loss on extinguishment of debt | (19,312) | 0 |
Lease impairments | 1,731 | 537 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 8,185 | 721 |
Prepaid expenses and other current assets | (1,095) | (3,352) |
Deferred solution and other costs | (11,678) | (4,877) |
Deferred implementation costs | (7,715) | (6,841) |
Contract assets, net | 2,167 | (3,930) |
Other long-term assets | 3,201 | 3,807 |
Accounts payable | 4,267 | 2,043 |
Accrued liabilities | (10,694) | (18,041) |
Deferred revenues | (8,017) | (7,718) |
Deferred rent and other long-term liabilities | (5,663) | (4,997) |
Net cash provided by (used in) operating activities | 16,962 | (13,820) |
Cash flows from investing activities: | ||
Purchases of investments | (69,385) | (141,679) |
Maturities of investments | 143,669 | 56,124 |
Purchases of property and equipment | (3,294) | (5,097) |
Capitalized software development costs | (13,127) | (9,485) |
Net cash provided by (used in) investing activities | 57,863 | (100,137) |
Cash flows from financing activities: | ||
Payment for maturity of 2023 convertible notes | (10,908) | 0 |
Payments for repurchases of convertible notes | (149,640) | 0 |
Proceeds from capped calls related to convertible notes | 139 | 0 |
Proceeds from exercise of stock options and ESPP | 3,933 | 2,803 |
Net cash provided by (used in) financing activities | (156,476) | 2,803 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 276 | (575) |
Net decrease in cash, cash equivalents, and restricted cash | (81,375) | (111,729) |
Cash, cash equivalents, and restricted cash, beginning of period | 201,902 | 325,821 |
Cash, cash equivalents, and restricted cash, end of period | 120,527 | 214,092 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Property and equipment acquired and included in accounts payable and accrued liabilities | 309 | 2,898 |
Stock-based compensation for capitalized software development | $ 1,625 | $ 0 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of BusinessQ2 Holdings, Inc. and its wholly-owned subsidiaries, collectively the Company, is a leading provider of digital banking and lending solutions to financial institutions, financial technology companies, or FinTechs, alternative finance companies, or Alt-FIs, and other innovative companies, or Brands, wishing to incorporate banking into their customer engagement and servicing strategies. The Company's solutions transform the ways in which its customers engage with account holders and end users, or End Users, enabling them to deliver robust suites of digital banking, lending, and banking-as-a-service, or BaaS, services that make it possible for account holders and End Users to transact and engage anytime, anywhere and on any device. The Company delivers its solutions to the substantial majority of its customers using a software-as-a-service, or SaaS, model under which its customers pay subscription fees for the use of the Company's solutions. The Company was incorporated in Delaware in March 2005 and is a holding company that owns 100% of the outstanding capital stock of Q2 Software, Inc. The Company's headquarters are located in Austin, Texas. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation These interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP, and Securities and Exchange Commission, or SEC, requirements for interim financial statements. The interim unaudited condensed consolidated financial statements include the accounts of Q2 Holdings, Inc. and its direct and indirect wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In the Company's opinion, the interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting of normal, recurring adjustments, necessary for a fair presentation. Certain information and disclosures normally included in the notes to the annual consolidated financial statements prepared in accordance with GAAP have been omitted from these interim unaudited condensed consolidated financial statements pursuant to the rules and regulations of the SEC. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the accompanying notes for the fiscal year ended December 31, 2022, which are included in the Company's Annual Report on Form 10-K, filed with the SEC on February 21, 2023. The results of operations for the for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other period. Reclassifications During the fourth quarter of 2022, the Company began separately presenting the effect of exchange rate changes on cash and cash equivalents in its consolidated statements of cash flows due to volatility in foreign currency exchange rates. Amounts in the comparable prior periods have been reclassified to conform to the current period presentation. The reclassifications resulted in the disaggregation of the amount attributable to the "Effect of exchange rate changes on cash" of $0.6 million with a corresponding increase to "Net cash provided by operating activities," for the six months ended June 30, 2022. The Company believes the reclassification is not material to the consolidated financial statements. Use of Estimates The preparation of the interim unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the interim unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses. Significant items subject to such estimates include: revenue recognition; estimate of credit losses; fair value of certain stock awards issued; the carrying value of goodwill; the fair value of acquired intangibles; the capitalization of software development costs; the useful lives of property and equipment and long-lived intangible assets; the impairment assessment of long-lived assets; and, income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, restricted cash, investments, accounts receivable and contract assets. The Company's cash and cash equivalents, restricted cash and investments are placed with high credit quality financial institutions and issuers, and at times may exceed federally-insured limits. The Company has not experienced any loss relating to cash and cash equivalents or restricted cash in these accounts. The Company provides credit, in the normal course of business, to a majority of its customers. The Company performs periodic credit evaluations of its customers' financial condition and generally does not require collateral. No individual customer accounted for 10% or more of revenues for each of the three and six months ended June 30, 2023 and 2022. No customer accounted for 10% or more of accounts receivable, net, as of June 30, 2023 and two customers accounted for 12% and 10% of accounts receivable, net, as of December 31, 2022. Summary of Significant Accounting Policies There were no material changes to our significant accounting policies during the six months ended June 30, 2023 compared to the significant accounting policies described in our Form 10-K. Basic and Diluted Net Loss per Common Share The following table sets forth the computations of net loss per share for the periods listed: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net loss $ (23,622) $ (25,222) $ (24,138) $ (48,781) Denominator: Weighted-average common shares outstanding, basic and diluted 58,286 57,234 58,087 57,125 Net loss per common share, basic and diluted $ (0.41) $ (0.44) $ (0.42) $ (0.85) Due to net losses for the three and six months ended June 30, 2023 and 2022, basic and diluted loss per share were the same, as the effect of all potentially dilutive securities would have been anti-dilutive. The dilutive impact of the convertible senior notes was calculated using the if-converted method. The following table sets forth the anti-dilutive common share equivalents for the periods listed: As of June 30, 2023 2022 Stock options, restricted stock units, market stock units and performance stock units 5,342 3,299 Shares issuable pursuant to the ESPP 124 73 Shares related to convertible notes 5,296 6,256 10,762 9,628 The exercise rights of the warrants issued in connection with the 2023 Notes will have a dilutive impact on net income per share of common stock under the treasury-stock method when the average market price per share of the Company's common stock for a given period exceeds the conversion price of $78.75 per share. However, since the Company is in a net loss position, there was no dilutive effect on net loss per share of the Company's common stock during any period presented. Recent Accounting Pronouncements There were no accounting pronouncements recently issued that had or are expected to have a material impact on our condensed consolidated financial statements. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to the Company's customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services over the term of the agreement, generally when the Company's solutions are implemented and made available to the customers. The promised consideration may include fixed amounts, variable amounts or both. Revenues are recognized net of sales credits and allowances. Disaggregation of Revenue Revenue-generating activities are directly related to the sale, implementation and support of the Company's solutions within a single operating segment. The Company derives the majority of its revenues from subscription fees for the use of its solutions hosted in either the Company's data centers or cloud-based hosting services, transactional revenue from bill-pay solutions and revenues for professional services and implementation services related to the Company's solutions. The following table disaggregates the Company's revenue by major source: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Subscription $ 116,001 $ 100,782 $ 231,190 $ 197,366 Transactional 17,035 17,735 33,296 34,784 Services and Other 21,495 21,792 43,053 42,230 Total Revenues $ 154,531 $ 140,309 $ 307,539 $ 274,380 Deferred Revenues Deferred revenues primarily consist of amounts that have been billed to or received from customers in advance of revenue recognition and prepayments received from customers in advance for implementation, maintenance and other services, as well as initial subscription fees. The Company recognizes deferred revenues as revenues when the services are performed and the corresponding revenue recognition criteria are met. Customer prepayments are generally applied against invoices issued to customers when services are performed and billed. The net decrease in the deferred revenue balance for the six months ended June 30, 2023 was primarily driven by the recognition of $221.0 million of revenue recognized from current year invoices, $86.8 million of revenue that was included in the deferred revenue balance as of December 31, 2022 and $0.8 million from the netting of contract assets and liabilities on a contract-by-contract basis, partially offset by the amounts due in advance of satisfying the Company's performance obligations of $300.6 million for current year invoices. Amounts recognized from deferred revenues represent primarily revenue from the sale of subscription and implementation services. The Company's payment terms vary by the type and location of its customer and the products or services offered. The period of time between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer. Remaining Performance Obligations On June 30, 2023, the Company had $1.53 billion of remaining performance obligations, which represents contracted revenue minimums that have not yet been recognized, including amounts that will be invoiced and recognized as revenue in future periods. The Company expects to recognize approximately 59% of its remaining performance obligations as revenue in the next 24 months, an additional 29% in the next 25 to 48 months, and the balance thereafter. Credit Losses Billings scheduled to occur after the performance obligation has been satisfied and revenue recognition has occurred result in contract assets. Contract assets that are expected to be billed during the succeeding twelve-month period are recorded in contract assets, current portion, and the remaining portion is recorded in contract assets, net of current portion on the condensed consolidated balance sheets at the end of each reporting period. The Company is exposed to credit losses primarily through sales of products and services. The Company assesses the collectability of outstanding contract assets on an ongoing basis and maintains a reserve which is included in the allowance for credit losses for contract assets deemed uncollectible. The Company analyzes the contract asset portfolio for significant risks by considering historical collection experience and forecasting future collectability to determine the amount of revenues that will ultimately be collected from its customers. Customer type (whether a customer is a financial institution or other digital solution provider) has been identified as the primary specific risk affecting the Company's contract assets, and the estimate for losses is analyzed quarterly and adjusted as necessary. Future collectability is contingent upon current and anticipated macroeconomic conditions that could impact the Company's customers such as unemployment, inflation and regulatory matters. Additionally, specific allowance amounts may be established to record the appropriate provision for customers that have a higher probability of default. The Company has provisioned zero and $0.2 million in expected losses for the six months ended June 30, 2023 and 2022, respectively, of which zero and $0.4 million has been written off and charged against the allowance at June 30, 2023 and 2022, respectively. The allowance for credit losses related to contract assets was $0.1 million at both June 30, 2023 and December 31, 2022, respectively. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The carrying values of the Company's financial assets not measured at fair value on a recurring basis, principally accounts receivable, restricted cash and accounts payable, approximated their fair values due to the short period of time to maturity or repayment. Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The current accounting guidance for fair value measurements defines a three-level valuation hierarchy for disclosures as follows: • Level I—Unadjusted quoted prices in active markets for identical assets or liabilities; • Level II—Inputs other than quoted prices included within Level I that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data; and • Level III—Unobservable inputs that are supported by little or no market activity, which requires the Company to develop its own assumptions. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following table details the fair value hierarchy of the Company's financial assets measured at fair value on a recurring basis as of June 30, 2023: Fair Value Measurements Using: Fair Value Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Assets Cash Equivalents: Money market funds $ 9,465 $ 9,465 $ — $ — Investments: Fair Value Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Corporate bonds and commercial paper $ 42,984 $ — $ 42,984 $ — Certificates of deposit 4,863 — 4,863 — U.S. government securities 113,705 — 113,705 — $ 161,552 $ — $ 161,552 $ — The following table details the fair value hierarchy of the Company's financial assets measured at fair value on a recurring basis as of December 31, 2022: Fair Value Measurements Using: Fair Value Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Assets Cash Equivalents: Money market funds $ 20,998 $ 20,998 $ — $ — Certificates of deposit 25,547 — 25,547 — U.S. government securities 2,498 2,498 — — $ 49,043 $ 23,496 $ 25,547 $ — Investments: Fair Value Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Corporate bonds and commercial paper $ 56,739 $ — $ 56,739 $ — Certificates of deposit 5,016 — 5,016 — U.S. government securities 171,772 — 171,772 — $ 233,527 $ — $ 233,527 $ — The Company determines the fair value of the vast majority of its debt investment holdings based on pricing from its pricing vendors. The valuation techniques used to measure the fair value of financial instruments having Level II inputs were derived from non-binding consensus prices that are corroborated by observable market data or quoted market prices for similar instruments. Such market prices may be quoted prices in active markets for identical assets (Level I inputs) or pricing determined using inputs other than quoted prices that are observable either directly or indirectly (Level II inputs). |
Cash, Cash Equivalents and Inve
Cash, Cash Equivalents and Investments | 6 Months Ended |
Jun. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Investments | Cash, Cash Equivalents and Investments The Company's cash, cash equivalents and investments as of June 30, 2023 and December 31, 2022 consisted primarily of cash, U.S. government securities, corporate bonds, commercial paper, certificates of deposit, money market funds and other equity investments. The Company considers all highly liquid investments acquired with an original maturity of ninety days or less at the date of purchase to be cash equivalents. Cash equivalents are stated at cost or fair value based on the underlying security. Restricted cash consists of deposits held as collateral for the Company's secured letters of credit or bank guarantees issued in place of security deposits for the Company's corporate headquarters and various other leases. The Company classifies its debt investments as available-for-sale at the time of purchase and reevaluates such classification as of each balance sheet date. All debt investments are recorded at estimated fair value. Unrealized gains and losses on available-for-sale investments are included in accumulated other comprehensive income (loss), a component of stockholders' equity. If the Company does not expect to recover the entire amortized cost basis of the available-for-sale debt security, it considers the available-for-sale debt security to be impaired. For individual debt securities classified as available-for-sale and deemed impaired, the Company assesses whether such decline has resulted from a credit loss or other factors. Impairment relating to credit losses is recorded through a reserve, limited to the amount that the fair value is less than the amortized cost basis. Impairment deemed to be non-credit related is reported in other income (expense), net on the condensed consolidated statements of comprehensive loss. Realized gains and losses are determined based on the specific identification method and are reported in other income (expense), net on the condensed consolidated statements of comprehensive loss. Interest, amortization of premiums and accretion of discount on all debt investments classified as available-for-sale are also included as a component of other income (expense), net on the condensed consolidated statements of comprehensive loss. Based on the Company's assessment, no impairments for credit losses were recognized during each of the three months ended June 30, 2023 or 2022. In 2022, the Company invested in a private financial technology investment fund, classified as an equity investment. Equity investments without a readily determinable fair value, where the Company has no influence over the operating and financial policies of the investee, are recorded at cost, less impairment and adjusted for subsequent observable price changes obtained from orderly transactions for identical or similar investments issued by the same investee. This equity investment had a carrying amount of $0.2 million as of June 30, 2023 and December 31, 2022. An impairment charge to current earnings is recorded when the cost of the investment exceeds its fair value and this condition is determined to be other-than-temporary. As of June 30, 2023, the Company determined there were no other-than-temporary impairments on its equity investment. As of June 30, 2023 and December 31, 2022, the Company's cash was $108.8 million and $150.6 million, respectively. A summary of the Company's cash equivalents and investments that are carried at fair value as of June 30, 2023 is as follows: Cash Equivalents: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Money market funds $ 9,465 $ — $ — $ 9,465 Investments: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Corporate bonds and commercial paper $ 43,379 $ — $ (395) $ 42,984 Certificates of deposit 4,906 — (43) 4,863 U.S. government securities 114,501 1 (797) 113,705 $ 162,786 $ 1 $ (1,235) $ 161,552 A summary of the Company's cash equivalents and investments that are carried at fair value as of December 31, 2022 is as follows: Cash Equivalents: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Money market funds $ 20,998 $ — $ — $ 20,998 Certificates of deposit 25,547 — — 25,547 U.S. government securities 2,497 1 — 2,498 $ 49,042 $ 1 $ — $ 49,043 Investments: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Corporate bonds and commercial paper $ 57,320 $ 1 $ (582) $ 56,739 Certificates of deposit 5,063 3 (50) 5,016 U.S. government securities 173,241 12 (1,481) 171,772 $ 235,624 $ 16 $ (2,113) $ 233,527 Investments may be sold or may settle at any time, without significant penalty, for use in current operations or for other purposes, even if they have not yet reached maturity. As a result, the Company classifies its investments, including investments with maturities beyond twelve months, as current assets on the condensed consolidated balance sheets. The following table summarizes the estimated fair value of the Company's debt investments, designated as available-for-sale and classified by the contractual maturity date of the investments as of the dates shown: June 30, 2023 December 31, 2022 Due within one year or less $ 133,090 $ 171,831 Due after one year through five years 28,462 61,696 $ 161,552 $ 233,527 The Company has certain available-for-sale debt investments in a gross unrealized loss position. The Company regularly reviews its debt investments for impairment resulting from credit loss using both qualitative and quantitative criteria, as necessary, based on the composition of the portfolio at period end. The Company considers factors such as the length of time and extent to which the market value has been less than the cost, the financial position and near-term prospects of the issuer or whether the Company has the intent to or it is more likely than not it will be required to sell the investment before recovery of the investment's amortized-cost basis. If the Company determines that impairment exists in one of these investments, the respective investment would be written down to fair value. For debt securities, the portion of the write-down related to credit loss would be recognized in other income, net on the condensed consolidated statements of comprehensive loss if the intent of the Company was to sell the investment before recovery. If the Company did not intend to sell, the portion of the write-down related to credit loss would be recorded to a reserve. Any portion not related to credit loss would be included in accumulated other comprehensive income (loss) in the condensed consolidated statements of comprehensive loss. Because the Company does not intend to sell any investments which have an unrealized loss position at this time, and it is not more likely than not that the Company will be required to sell the investment before recovery of its amortized cost basis, which may be maturity, the reserve for available-for-sale debt securities was zero as of June 30, 2023 and December 31, 2022. The following table presents the fair values and the gross unrealized losses of these available-for-sale debt investments as of June 30, 2023, aggregated by investment category and the length of time that individual securities have been in a continuous loss position: Less than 12 months 12 months or greater Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Corporate bonds and commercial paper $ 31,229 $ (214) $ 11,516 $ (181) Certificates of deposit 4,863 (43) — — U.S. government securities 84,019 (568) 24,748 (229) $ 120,111 $ (825) $ 36,264 $ (410) The following table presents the fair values and the gross unrealized losses of these available-for-sale debt investments as of December 31, 2022, aggregated by investment category and the length of time that individual securities have been in a continuous loss position: Less than 12 months 12 months or greater Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Corporate bonds and commercial paper $ 45,094 $ (449) $ 10,215 $ (133) Certificates of deposit 3,536 (50) — — U.S. government securities 118,021 (893) 26,911 (588) $ 166,651 $ (1,392) $ 37,126 $ (721) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The carrying amount of goodwill was $512.9 million at both June 30, 2023 and December 31, 2022. Goodwill represents the excess purchase price over the fair value of net assets acquired. The annual impairment test was performed as of October 31, 2022. No impairment of goodwill was identified during 2022, and no impairment of goodwill was identified during the six months ended June 30, 2023. Intangible assets at June 30, 2023 and December 31, 2022 were as follows: As of June 30, 2023 As of December 31, 2022 Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 62,785 $ (47,297) $ 15,488 $ 62,785 $ (40,981) $ 21,804 Non-compete agreements 13,200 (9,929) 3,271 13,275 (8,642) 4,633 Trademarks 19,870 (11,465) 8,405 19,870 (8,663) 11,207 Acquired technology 157,761 (86,691) 71,070 157,638 (74,910) 82,728 Capitalized software development costs 42,779 (6,322) 36,457 28,519 (3,210) 25,309 $ 296,395 $ (161,704) $ 134,691 $ 282,087 $ (136,406) $ 145,681 The Company recorded intangible assets from various prior business combinations as well as capitalized software development costs. Intangible assets are amortized on a straight-line basis over their estimated useful lives, which range from two The estimated future amortization expense related to intangible assets as of June 30, 2023 was as follows: Amortization Year Ended December 31, 2023 (July 1 to December 31) $ 26,070 2024 47,511 2025 29,668 2026 23,099 2027 7,157 Thereafter 1,186 Total amortization $ 134,691 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company leases office space under non-cancellable operating leases for its corporate headquarters in Austin, Texas in two adjacent buildings under separate lease agreements. Pursuant to the first of which the Company leases office space with an initial term that expires on April 30, 2028, with the option to extend the lease for an additional ten-year term. Pursuant to the second of which the Company leases office space with lease terms of approximately ten years, with options to extend the leases on the second building from five Maturities of the Company's operating lease liabilities for lease terms in excess of one year at June 30, 2023 were as follows: Operating Leases Year Ended December 31, 2023 (July 1 to December 31) $ 6,122 2024 11,505 2025 10,478 2026 9,456 2027 8,283 Thereafter 23,408 Total lease payments $ 69,252 Less: imputed interest (11,346) Total operating lease liabilities $ 57,906 The operating lease liabilities include $14.0 million in optional lease renewals where the Company is reasonably certain of exercising those options. During the six months ended June 30, 2023, the Company exited and made available for sublease certain leased office space in North Carolina and updated an assessment of previously exited leased office space in California. As a result, the Company evaluated the recoverability of its right of use and other lease related assets and determined that their carrying values were not fully recoverable. The Company calculated the impairment by comparing the carrying amount of the asset group to its estimated fair value using a discounted cash flow model. As such, an impairment of $1.4 million was recorded to right of use assets, $0.1 million was recorded to property and equipment and an additional $0.2 million was recorded to accrued liabilities and other long-term liabilities for expected expenses and fees associated with exiting the leased office space as of June 30, 2023. These charges were recorded within operating expenses on the condensed consolidated statements of comprehensive loss for the six months ended June 30, 2023. |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company has non-cancelable contractual commitments related to the 2026 Notes and the 2025 Notes (each as defined below) as well as the related interest. The interest on the 2026 Notes is payable semi-annually on June 1 and December 1 of each year. The interest on the 2025 Notes is payable semi-annually on May 15 and November 15 of each year. The Company also has non-cancelable contractual commitments for certain third-party products, stadium sponsorship costs, co-location fees and other product costs. Several of these purchase commitments for third-party products contain both a contractual minimum obligation and a variable obligation based upon usage or other factors which can change on a monthly basis. The estimated amounts for usage and other factors are not included within the table below. Future minimum contractual commitments that have initial or remaining non-cancelable terms in excess of one year at June 30, 2023 were as follows: Contractual Commitments Year Ended December 31, 2023 (July 1 to December 31) $ 21,613 2024 48,423 2025 234,026 2026 321,497 2027 4,819 Thereafter 3,500 Total commitments $ 633,878 Legal Proceedings From time to time, the Company may become involved in legal proceedings arising in the ordinary course of its business. The Company is not presently a party to any legal proceedings that, if determined adversely to the Company, would have a material adverse effect on the Company. Gain Contingencies From time to time the Company may realize a gain contingency, however, recognition will not occur until cash is received. Loss Contingencies In the ordinary course of business, the Company is subject to loss contingencies that cover a range of matters. An estimated loss from a loss contingency, such as a legal proceeding or claim, is accrued if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. |
Convertible Senior Notes
Convertible Senior Notes | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Convertible Senior Notes The following table presents details of the Company's convertible senior notes, which are further discussed below (original principal in thousands): Month Issued Maturity Date (1) Original Principal Interest Rate per Annum Conversion Rate for Each $1,000 Principal (2) Initial Conversion Price per Share 2023 Notes February 15, 2018 February 15, 2023 $ 230,000 0.75 % $ 17.4292 $ 57.38 2026 Notes June 1, 2019 June 1, 2026 $ 316,250 0.75 % $ 11.2851 $ 88.61 2025 Notes November 15, 2020 November 15, 2025 $ 350,000 0.125 % $ 7.1355 $ 140.14 ___________________________________________________________________________ (1) Unless earlier converted or repurchased in accordance with their terms prior to such date (2) Subject to adjustment upon the occurrence of certain specified events As further defined and described below, the 2023 Notes, 2026 Notes and the 2025 Notes are collectively referred to as the Notes. In February 2018, the Company issued $230.0 million principal amount of convertible senior notes due in February 2023, or the 2023 Notes. Interest was payable semi-annually on February 15 and August 15 of each year, commencing on August 15, 2018. In November 2020, the Company exchanged $181.9 million in aggregate principal amount of the 2023 Notes for $210.7 million in aggregate principal of 2025 Notes and 1.3 million shares of common stock. The Company did not receive any cash proceeds from the exchange. In exchange for issuing 2025 Notes pursuant to the exchange transaction, the Company received and cancelled the exchanged 2023 Notes. In May 2021, the Company repurchased $37.1 million in aggregate principal amount of the 2023 Notes for $63.7 million in cash. In February 2023, the Company repaid $10.9 million of principal and the remaining accrued interest in cash to the debt holders to fully settle the 2023 Notes on the maturity date. In June 2019, the Company issued $316.3 million principal amount of convertible senior notes due in June 2026, or the 2026 Notes. Interest is payable semi-annually on June 1 and December 1 of each year, commencing on December 1, 2019. In November 2020, the Company issued $350.0 million principal amount of convertible senior notes due in November 2025, or the 2025 Notes. This was achieved by exchanging $181.9 million principal amount of the 2023 Notes for $210.7 million principal amount of the 2025 Notes and issuing an additional $139.3 million of new notes. Interest is payable semi-annually on May 15 and November 15 of each year, commencing on May 15, 2021. In March 2023, the Company repurchased $12.3 million in aggregate principal amount of the 2026 Notes for $10.7 million in cash and repurchased $159.0 million in aggregate principal amount of the 2025 Notes for $138.4 million in cash. The partial repurchase of the 2026 Notes and 2025 Notes resulted in a $19.9 million gain on early debt extinguishment, of which $1.8 million consisted of unamortized debt issuance costs. This gain was recorded within other income (expense) on the condensed consolidated statements of comprehensive loss. The Company may repurchase additional 2025 Notes and/or 2026 Notes from time to time through open market purchases, block trades, and/or privately negotiated transactions, in compliance with applicable securities laws and other legal requirements. The timing, volume, and nature of the repurchases will be determined by the Company based on the capital needs of the business, market conditions, applicable legal requirements, and other factors. The Notes are the Company's senior unsecured obligations and rank senior in right of payment to any of the Company's indebtedness that is expressly subordinated in right of payment to the Notes, rank equally in right of payment with any of the Company's indebtedness that is not so subordinated, are effectively junior in right of payment to any of the Company's secured indebtedness to the extent of the value of the assets securing such indebtedness and are structurally junior to all indebtedness and other liabilities (including trade payables) of the Company's current and future subsidiaries. On or after June 5, 2023 or November 20, 2023 for the 2026 Notes and 2025 Notes, respectively, the Company may redeem for cash all or any portion of the 2026 or 2025 Notes, at the Company's option if the last reported sale price of the Company's common stock has been at least 130% of the conversion price in effect for at least 20 trading days (whether or not consecutive) during any 30-consecutive trading-day period. If the Company calls any or all of the 2026 or 2025 Notes for redemption, holders may convert all or any portion of their 2026 or 2025 Notes at any time prior to the close of business on the scheduled trading day prior to the redemption date, even if the 2026 or 2025 Notes are not otherwise convertible at such time. After that time, the right to convert such 2026 or 2025 Notes will expire, unless the Company defaults in the payment of the redemption price, in which case a holder of 2026 or 2025 Notes may convert all or any portion of its 2026 or 2025 Notes until the redemption price has been paid or duly provided for. On or after March 1, 2026 or August 15, 2025 for the 2026 Notes and 2025 Notes, respectively, holders may convert all or any portion of their Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the succeeding conditions described herein. Upon conversion, the Company will pay or deliver cash, shares of its common stock or a combination of cash and shares of its common stock, at its election, as described in the indenture governing the Notes. Holders may convert their Notes at their option at any time prior to the close of business on the business day immediately preceding March 1, 2026 or August 15, 2025 for the 2026 Notes and 2025 Notes, respectively, only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on September 30, 2019 or March 30, 2021 (and only during such calendar quarter), for the 2026 Notes and 2025 Notes, respectively, if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • during the five • upon the occurrence of specified corporate events. If a fundamental change (as defined in the relevant indenture governing each of the Notes) occurs prior to the maturity date, holders of each of the Notes may require the Company to repurchase all or a portion of their notes for cash at a repurchase price equal to 100% of the principal amount of the Notes, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. As of June 30, 2023, the 2026 Notes and 2025 Notes were not convertible. The 2023 Notes, 2026 Notes and 2025 Notes consist of the following: As of June 30, 2023 As of December 31, 2022 2023 Notes 2026 Notes 2025 Notes 2023 Notes 2026 Notes 2025 Notes Principal $ — $ 303,995 $ 191,000 $ 10,908 $ 316,250 $ 350,000 Unamortized debt issuance costs — (3,759) (1,763) (5) (4,563) (3,898) Net carrying amount $ — $ 300,236 $ 189,237 $ 10,903 $ 311,687 $ 346,102 The following table sets forth total interest expense recognized related to the 2023, 2026 and 2025 Notes: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Contractual interest expense $ 630 $ 722 $ 1,333 $ 1,446 Amortization of debt issuance costs 495 691 1,113 1,367 Total $ 1,125 $ 1,413 $ 2,446 $ 2,813 Debt issuance costs are amortized on a straight-line basis, which approximates the effective interest method, to interest expense over the expected life of the Notes. As of June 30, 2023, the remaining period over which the debt issuance costs will be amortized for the 2026 Notes and 2025 Notes was 2.9 years and 2.4 years, respectively. As of June 30, 2023, the if-converted value of the 2026 Notes and 2025 Notes did not exceed the principal amount. The if-converted values were determined based on the closing price of the Company's stock on June 30, 2023. Bond Hedges and Warrants Transactions Concurrent with the February 2018 convertible note offering, the Company entered into separate convertible notes bond hedges, or Bond Hedges, and Warrants transactions. The Bond Hedges are generally expected to reduce potential dilution to the Company's common stock upon conversion of the 2023 Notes. The Bond Hedges are call options that gave the Company the option to purchase, subject to anti-dilution adjustments substantially identical to those in the 2023 Notes, approximately 0.9 million shares of its common stock for $57.38 per share, exercisable upon conversion of the 2023 Notes and expired in February 2023. The total cost of the Bond Hedges transactions was $41.7 million. In November 2020, and in connection with the partial exchange of the 2023 Notes, the Company terminated Bond Hedges corresponding to approximately 0.7 million shares for cash proceeds of $171.7 million. In May 2021, and in connection with the partial repurchase of the 2023 Notes, the Company terminated Bond Hedges corresponding to approximately 0.1 million shares for cash proceeds of $26.3 million. The proceeds were recorded as an increase to additional paid-in capital on the condensed consolidated balance sheets. As of the maturity date of the 2023 Notes, February 15, 2023, the Company's average stock price did not exceed the initial conversion price of $57.38 for the 2023 Notes, therefore there was no further dilution and all remaining Bond Hedges have expired. Under the February 2018 Warrant transactions, the Company issued warrants to acquire, subject to anti-dilution adjustments, up to approximately 4.0 million shares over 80 scheduled trading days beginning on May 15, 2023 at an exercise price of $78.75 per share. If the Warrants are not exercised on their exercise dates, they will expire. Pursuant to the Warrants, if the average market value per share of the Company's common stock for the reporting period, as measured under the Warrants, exceeds the exercise price of the Warrants of $78.75, the Warrants will have a dilutive effect on the Company's earnings per share, assuming the Company is profitable. The Company received $22.4 million in cash proceeds from the sale of the Warrants. In November 2020, and in connection with the partial exchange of the 2023 Notes, the Company terminated Warrants corresponding to approximately 3.2 million shares for total cash payments of $137.5 million. In May 2021, and in connection with the partial repurchase of the 2023 Notes, the Company terminated Warrants corresponding to approximately 0.6 million shares for total cash payments of $19.7 million. The termination payment was recorded as a decrease to additional paid-in capital on the condensed consolidated balance sheets. As of June 30, 2023, there remained outstanding Warrants to acquire up to approximately 0.2 million shares. The Bond Hedge and the Warrant transactions are separate transactions, in each case, entered into by the Company with counterparties, and are not part of the terms of the 2023 Notes and did not affect any holders' rights under the 2023 Notes. The holders of the 2023 Notes did not have any rights with respect to the Bond Hedge or Warrant transactions. The Bond Hedges and Warrants do not meet the criteria for derivative accounting as they are indexed to the Company's stock. The amounts paid for the Bond Hedges and the proceeds received from the sale of the Warrants have been included as a net reduction to additional paid-in capital. Capped Call Transactions In connection with the issuance of the 2026 Notes and 2025 Notes, the Company entered into two separate capped call transactions with one or more counterparties, or the Capped Calls. The Capped Calls associated with the 2026 Notes have an initial strike price of $88.6124 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2026 Notes. The Capped Calls associated with the 2025 Notes have an initial strike price of $140.1443 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2025 Notes. The Capped Calls associated with the 2026 Notes have an initial cap price of $139.00 per share. The Capped Calls associated with the 2025 Notes have an initial cap price of $211.54 per share. The Capped Calls are expected to offset the potential dilution to the common stock upon any conversion of the 2026 Notes or 2025 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the 2026 Notes or 2025 Notes in the event the market price per share of common stock is greater than the strike price of the Capped Call, with such offset subject to a cap. If, however, the market price per share of the common stock exceeds the cap price of the Capped Calls, there would be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that the then-market price per share of the common stock exceeds the cap price. As the Capped Calls 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 $40.8 million incurred in connection with the Capped Calls associated with the 2026 Notes was recorded as a reduction to additional paid-in capital. The cost of $39.8 million incurred in connection with the Capped Calls associated with the 2025 Notes was recorded as a reduction to additional paid-in capital. In March 2023, in connection with the partial repurchase of the 2026 Notes and 2025 Notes, the Company terminated the Capped Calls in a notional amount corresponding to the aggregate principal amount of the 2026 Notes and 2025 Notes that were repurchased. As a result of the termination of the related Capped Calls, the Company received cash payments of $0.1 million. The proceeds were recorded as an increase to additional paid-in capital on the condensed consolidated balance sheets. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based CompensationIn March 2014, the Company's board of directors approved the 2014 Equity Incentive Plan, or 2014 Plan. The 2014 Plan contained a provision that automatically increased the shares available for issuance under the plan on January 1 of each year subsequent to the 2014 Plan's adoption through 2024, by an amount equal to the smaller of (a) 4.5% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by the Company's board of directors. The 2014 Plan terminated on June 1, 2023, except with respect to the outstanding awards previously granted thereunder. There were 7,606 shares of common stock that were reserved but not issued under the 2014 Plan, assuming maximum performance, as of June 1, 2023. In May 2023, the Company's stockholders approved the 2023 Equity Incentive Plan, or 2023 Plan, with an effective date of June 1, 2023. At time of approval, up to 14,045 shares of common stock were reserved for issuance under the 2023 Plan, all of which consisted of shares previously reserved for issuance under the 2014 Plan and any shares that would otherwise be returned to the 2014 Plan as a result of the forfeiture, repurchase or termination of unissued shares subject to options or restricted awards issued under that plan. The 2023 Plan is a successor to and continuation of the Company’s 2014 Plan. As of June 30, 2023, 7,644 shares remain authorized and available for future issuance under the 2023 Plan, assuming attainment of maximum performance for any market or performance stock units. In March 2014, the Company adopted its employee stock purchase plan, or ESPP. The plan was implemented starting January 3, 2022, pursuant to which certain participating domestic employees are able to purchase shares of the Company's common stock at a 15% discount of the lower of the market price at the beginning or end of the offering period. Offering periods commence on each June 1 and December 1. The Board provided for a share reserve with respect to the ESPP of 800 shares. The ESPP contains a provision that automatically increases the shares available for issuance under the plan on January 1 of each year through 2024, by an amount equal to the smaller of (a) 500 shares, (b) 1% of the number of shares issued and outstanding on the immediately preceding December 31, or (c) such other amount as may be determined by the Company's board of directors. During the three months ended June 30, 2023, the Company issued 146 shares under the ESPP and as of June 30, 2023, 983 shares remain authorized and available for future issuance under the ESPP. During the first quarter of 2023, a new form of performance stock units, or PSUs, were granted to the Company's executives under the 2014 Plan. The Company values PSUs at the closing market price on the date of grant. The minimum percentage of PSUs that can vest is 0%, with a maximum percentage of 200%. The vesting of PSUs is conditioned upon the achievement of certain internal targets and will vest over a two-year and three-year performance period. The Company recognizes compensation expense using the accelerated attribution method over the performance period, if it is probable that the performance condition will be achieved. Adjustments to compensation expense are made each reporting period based on changes in our estimate of the number of PSUs that are probable of vesting. Stock-based compensation expense was recorded in the following cost and expense categories on the Company's condensed consolidated statements of comprehensive loss: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of revenues $ 3,577 $ 3,335 $ 6,950 $ 6,074 Sales and marketing 4,823 4,012 9,083 7,338 Research and development 4,007 3,850 7,783 6,702 General and administrative 8,217 6,320 14,894 11,422 Total stock-based compensation expense $ 20,624 $ 17,517 $ 38,710 $ 31,536 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes In accordance with applicable accounting guidance, the income tax expense for the six months ended June 30, 2023 is based on the estimated annual effective tax rate for fiscal year 2023. The Company's provision for income taxes is based on estimated effective tax rates derived from an estimate of annual consolidated earnings before taxes, adjusted for nondeductible expenses, other permanent items, valuation allowances, and any applicable income tax credits. The Company's provision for income taxes reflected an effective tax rate of approximately (2.1)% and (1.4)% for the three months ended June 30, 2023 and 2022, respectively, and (2.1)% and (3.6)% for the six months ended June 30, 2023 and 2022, respectively. For the three and six months ended June 30, 2023 and 2022, the Company's effective tax rate was lower than the U.S. federal statutory rate primarily due to its valuation allowance offsetting the benefits of losses. The Company's income tax expenses and benefits consist primarily of state current income tax expense, deferred income tax expense relating to the tax amortization of recently acquired goodwill and current income tax expense from foreign operations. To date, the Company has provided a valuation allowance against most of its deferred tax assets as it believes the objective and verifiable evidence of its historical pretax net losses outweighs any positive evidence of its forecasted future results. The Company will continue to monitor the positive and negative evidence, and it will adjust the valuation allowance as sufficient objective positive evidence becomes available. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net loss | $ (23,622) | $ (25,222) | $ (24,138) | $ (48,781) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 shares | Jun. 30, 2023 shares | |
Trading Arrangements, by Individual | ||
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
John Breeden [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | John Breeden, Chief Operating Officer, entered into a Rule 10b5-1 Trading Plan on June 8, 2023. Mr. Breeden's plan provides for the potential sale of up to 91,664 shares of the Company's common stock between December 21, 2023 and March 22, 2024, including (i) the potential exercises of vested stock options and the associated sale of up to 25,397 shares of common stock and (ii) the potential sale of up to 66,267 shares of common stock to be issued upon vesting of restricted stock units, market stock units and performance stock units, less any shares sold pursuant to mandatory sell-to-cover transactions not covered by the plan related to withholding taxes due as a result of the vesting of any restricted stock units, market stock units or performance stock units covered by the plan. | |
Name | John Breeden | |
Title | Chief Operating Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | June 8, 2023 | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Arrangement Duration | 92 days | |
Aggregate Available | 91,664 | 91,664 |
Michael Volanoski [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | Michael Volanoski, Chief Revenue Officer, entered into a Rule 10b5-1 Trading Plan on June 14, 2023. Mr. Volanoski's plan provides for the potential sale of up to 57,679 shares of the Company's common stock between December 12, 2023 and June 14, 2024, less any shares sold pursuant to mandatory sell-to-cover transactions not covered by the plan related to withholding taxes due as a result of the vesting of any restricted stock units, market stock units or performance stock units covered by the plan. | |
Name | Michael Volanoski | |
Title | Chief Revenue Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | June 14, 2023 | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Arrangement Duration | 185 days | |
Aggregate Available | 57,679 | 57,679 |
James Offerdahl [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | James Offerdahl, Director, entered into a Rule 10b5-1 Trading Plan on June 14, 2023. Mr. Offerdahl's plan provides for the potential sale of up to 4,000 shares of the Company's common stock between September 13, 2023 and June 28, 2024. | |
Name | James Offerdahl | |
Title | Director | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | June 14, 2023 | |
Arrangement Duration | 289 days | |
Aggregate Available | 4,000 | 4,000 |
Kimberly Rutledge [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | Kimberly Rutledge , Chief People Officer, e ntered into a Rule 10b5-1 Trading Plan on June 15, 2023. Ms. Rutledge's plan provides for the potential sale of up to 17,968 shares of the Company's common stock between September, 14, 2023 and March 15, 2024, including (i) the potential exercises of vested stock options and the associated sale of up to 3,646 shares of common stock and (ii) the potential sale of up to 14,322 shares of common stock to be issued upon vesting of restricted stock units, market stock units and performance stock units, less any shares sold pursuant to mandatory sell-to-cover transactions not covered by the plan related to withholding taxes due as a result of the vesting of any restricted stock units, market stock units or performance stock units covered by the plan. | |
Name | Kimberly Rutledge | |
Title | Chief People Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | June 15, 2023 | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Arrangement Duration | 183 days | |
Aggregate Available | 17,968 | 17,968 |
Matthew Flake [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | Matthew Flake, Chief Executive Officer and Director, entered into a Rule 10b5-1 Trading Plan on June 16, 2023. Mr. Flake's plan provides for the potential sale of up to 315,189 shares of the Company's common stock between September 15, 2023 and March 22, 2024, including (i) the potential exercises of vested stock options and the associated sale of up to 184,730 shares of common stock and (ii) the potential sale of up to 130,459 shares of common stock to be issued upon vesting of restricted stock units, market stock units and performance stock units, less any shares sold pursuant to mandatory sell-to-cover transactions not covered by the plan related to withholding taxes due as a result of the vesting of any restricted stock units, market stock units or performance stock units covered by the plan. | |
Name | Matthew Flake | |
Title | Chief Executive Officer and Director | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | June 16, 2023 | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Arrangement Duration | 189 days | |
Aggregate Available | 315,189 | 315,189 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | These interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP, and Securities and Exchange Commission, or SEC, requirements for interim financial statements. The interim unaudited condensed consolidated financial statements include the accounts of Q2 Holdings, Inc. and its direct and indirect wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Reclassifications | During the fourth quarter of 2022, the Company began separately presenting the effect of exchange rate changes on cash and cash equivalents in its consolidated statements of cash flows due to volatility in foreign currency exchange rates. Amounts in the comparable prior periods have been reclassified to conform to the current period presentation. The reclassifications resulted in the disaggregation of the amount attributable to the "Effect of exchange rate changes on cash" of $0.6 million with a corresponding increase to "Net cash provided by operating activities," for the six months ended June 30, 2022. The Company believes the reclassification is not material to the consolidated financial statements. |
Use of Estimates | The preparation of the interim unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the interim unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses. Significant items subject to such estimates include: revenue recognition; estimate of credit losses; fair value of certain stock awards issued; the carrying value of goodwill; the fair value of acquired intangibles; the capitalization of software development costs; the useful lives of property and equipment and long-lived intangible assets; the impairment assessment of long-lived assets; and, income taxes. In accordance with GAAP, management bases its estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, restricted cash, investments, accounts receivable and contract assets. The Company's cash and cash equivalents, restricted cash and investments are placed with high credit quality financial institutions and issuers, and at times may exceed federally-insured limits. The Company has not experienced any loss relating to cash and cash equivalents or restricted cash in these accounts. The Company provides credit, in the normal course of business, to a majority of its customers. The Company performs periodic credit evaluations of its customers' financial condition and generally does not require collateral. |
Recent Accounting Pronouncements | There were no accounting pronouncements recently issued that had or are expected to have a material impact on our condensed consolidated financial statements. |
Fair Value Measurements | The carrying values of the Company's financial assets not measured at fair value on a recurring basis, principally accounts receivable, restricted cash and accounts payable, approximated their fair values due to the short period of time to maturity or repayment. Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The current accounting guidance for fair value measurements defines a three-level valuation hierarchy for disclosures as follows: • Level I—Unadjusted quoted prices in active markets for identical assets or liabilities; • Level II—Inputs other than quoted prices included within Level I that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data; and • Level III—Unobservable inputs that are supported by little or no market activity, which requires the Company to develop its own assumptions. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Net Loss Per Share, Basic and Diluted | The following table sets forth the computations of net loss per share for the periods listed: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net loss $ (23,622) $ (25,222) $ (24,138) $ (48,781) Denominator: Weighted-average common shares outstanding, basic and diluted 58,286 57,234 58,087 57,125 Net loss per common share, basic and diluted $ (0.41) $ (0.44) $ (0.42) $ (0.85) |
Schedule of Antidilutive Securities Excluded from Computation of Loss Per Share | The following table sets forth the anti-dilutive common share equivalents for the periods listed: As of June 30, 2023 2022 Stock options, restricted stock units, market stock units and performance stock units 5,342 3,299 Shares issuable pursuant to the ESPP 124 73 Shares related to convertible notes 5,296 6,256 10,762 9,628 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue by Major Source | The following table disaggregates the Company's revenue by major source: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Subscription $ 116,001 $ 100,782 $ 231,190 $ 197,366 Transactional 17,035 17,735 33,296 34,784 Services and Other 21,495 21,792 43,053 42,230 Total Revenues $ 154,531 $ 140,309 $ 307,539 $ 274,380 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets Measured on Recurring Basis | The following table details the fair value hierarchy of the Company's financial assets measured at fair value on a recurring basis as of June 30, 2023: Fair Value Measurements Using: Fair Value Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Assets Cash Equivalents: Money market funds $ 9,465 $ 9,465 $ — $ — Investments: Fair Value Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Corporate bonds and commercial paper $ 42,984 $ — $ 42,984 $ — Certificates of deposit 4,863 — 4,863 — U.S. government securities 113,705 — 113,705 — $ 161,552 $ — $ 161,552 $ — The following table details the fair value hierarchy of the Company's financial assets measured at fair value on a recurring basis as of December 31, 2022: Fair Value Measurements Using: Fair Value Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Assets Cash Equivalents: Money market funds $ 20,998 $ 20,998 $ — $ — Certificates of deposit 25,547 — 25,547 — U.S. government securities 2,498 2,498 — — $ 49,043 $ 23,496 $ 25,547 $ — Investments: Fair Value Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Corporate bonds and commercial paper $ 56,739 $ — $ 56,739 $ — Certificates of deposit 5,016 — 5,016 — U.S. government securities 171,772 — 171,772 — $ 233,527 $ — $ 233,527 $ — |
Cash, Cash Equivalents and In_2
Cash, Cash Equivalents and Investments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash, Cash Equivalents and Investments | A summary of the Company's cash equivalents and investments that are carried at fair value as of June 30, 2023 is as follows: Cash Equivalents: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Money market funds $ 9,465 $ — $ — $ 9,465 Investments: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Corporate bonds and commercial paper $ 43,379 $ — $ (395) $ 42,984 Certificates of deposit 4,906 — (43) 4,863 U.S. government securities 114,501 1 (797) 113,705 $ 162,786 $ 1 $ (1,235) $ 161,552 A summary of the Company's cash equivalents and investments that are carried at fair value as of December 31, 2022 is as follows: Cash Equivalents: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Money market funds $ 20,998 $ — $ — $ 20,998 Certificates of deposit 25,547 — — 25,547 U.S. government securities 2,497 1 — 2,498 $ 49,042 $ 1 $ — $ 49,043 Investments: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Corporate bonds and commercial paper $ 57,320 $ 1 $ (582) $ 56,739 Certificates of deposit 5,063 3 (50) 5,016 U.S. government securities 173,241 12 (1,481) 171,772 $ 235,624 $ 16 $ (2,113) $ 233,527 |
Schedule of Investments Classified by Contractual Maturity Date | The following table summarizes the estimated fair value of the Company's debt investments, designated as available-for-sale and classified by the contractual maturity date of the investments as of the dates shown: June 30, 2023 December 31, 2022 Due within one year or less $ 133,090 $ 171,831 Due after one year through five years 28,462 61,696 $ 161,552 $ 233,527 |
Schedule of Fair Values and Gross Unrealized Losses for Available-For-Sale Securities | The following table presents the fair values and the gross unrealized losses of these available-for-sale debt investments as of June 30, 2023, aggregated by investment category and the length of time that individual securities have been in a continuous loss position: Less than 12 months 12 months or greater Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Corporate bonds and commercial paper $ 31,229 $ (214) $ 11,516 $ (181) Certificates of deposit 4,863 (43) — — U.S. government securities 84,019 (568) 24,748 (229) $ 120,111 $ (825) $ 36,264 $ (410) The following table presents the fair values and the gross unrealized losses of these available-for-sale debt investments as of December 31, 2022, aggregated by investment category and the length of time that individual securities have been in a continuous loss position: Less than 12 months 12 months or greater Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Corporate bonds and commercial paper $ 45,094 $ (449) $ 10,215 $ (133) Certificates of deposit 3,536 (50) — — U.S. government securities 118,021 (893) 26,911 (588) $ 166,651 $ (1,392) $ 37,126 $ (721) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets at June 30, 2023 and December 31, 2022 were as follows: As of June 30, 2023 As of December 31, 2022 Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 62,785 $ (47,297) $ 15,488 $ 62,785 $ (40,981) $ 21,804 Non-compete agreements 13,200 (9,929) 3,271 13,275 (8,642) 4,633 Trademarks 19,870 (11,465) 8,405 19,870 (8,663) 11,207 Acquired technology 157,761 (86,691) 71,070 157,638 (74,910) 82,728 Capitalized software development costs 42,779 (6,322) 36,457 28,519 (3,210) 25,309 $ 296,395 $ (161,704) $ 134,691 $ 282,087 $ (136,406) $ 145,681 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated future amortization expense related to intangible assets as of June 30, 2023 was as follows: Amortization Year Ended December 31, 2023 (July 1 to December 31) $ 26,070 2024 47,511 2025 29,668 2026 23,099 2027 7,157 Thereafter 1,186 Total amortization $ 134,691 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of Operating Lease Maturities | Maturities of the Company's operating lease liabilities for lease terms in excess of one year at June 30, 2023 were as follows: Operating Leases Year Ended December 31, 2023 (July 1 to December 31) $ 6,122 2024 11,505 2025 10,478 2026 9,456 2027 8,283 Thereafter 23,408 Total lease payments $ 69,252 Less: imputed interest (11,346) Total operating lease liabilities $ 57,906 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Contractual Commitments | Future minimum contractual commitments that have initial or remaining non-cancelable terms in excess of one year at June 30, 2023 were as follows: Contractual Commitments Year Ended December 31, 2023 (July 1 to December 31) $ 21,613 2024 48,423 2025 234,026 2026 321,497 2027 4,819 Thereafter 3,500 Total commitments $ 633,878 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes | The following table presents details of the Company's convertible senior notes, which are further discussed below (original principal in thousands): Month Issued Maturity Date (1) Original Principal Interest Rate per Annum Conversion Rate for Each $1,000 Principal (2) Initial Conversion Price per Share 2023 Notes February 15, 2018 February 15, 2023 $ 230,000 0.75 % $ 17.4292 $ 57.38 2026 Notes June 1, 2019 June 1, 2026 $ 316,250 0.75 % $ 11.2851 $ 88.61 2025 Notes November 15, 2020 November 15, 2025 $ 350,000 0.125 % $ 7.1355 $ 140.14 ___________________________________________________________________________ (1) Unless earlier converted or repurchased in accordance with their terms prior to such date (2) Subject to adjustment upon the occurrence of certain specified events The 2023 Notes, 2026 Notes and 2025 Notes consist of the following: As of June 30, 2023 As of December 31, 2022 2023 Notes 2026 Notes 2025 Notes 2023 Notes 2026 Notes 2025 Notes Principal $ — $ 303,995 $ 191,000 $ 10,908 $ 316,250 $ 350,000 Unamortized debt issuance costs — (3,759) (1,763) (5) (4,563) (3,898) Net carrying amount $ — $ 300,236 $ 189,237 $ 10,903 $ 311,687 $ 346,102 |
Schedule of Interest Expense | The following table sets forth total interest expense recognized related to the 2023, 2026 and 2025 Notes: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Contractual interest expense $ 630 $ 722 $ 1,333 $ 1,446 Amortization of debt issuance costs 495 691 1,113 1,367 Total $ 1,125 $ 1,413 $ 2,446 $ 2,813 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation Expense Recorded in the Consolidated Statements of Comprehensive Loss | Stock-based compensation expense was recorded in the following cost and expense categories on the Company's condensed consolidated statements of comprehensive loss: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of revenues $ 3,577 $ 3,335 $ 6,950 $ 6,074 Sales and marketing 4,823 4,012 9,083 7,338 Research and development 4,007 3,850 7,783 6,702 General and administrative 8,217 6,320 14,894 11,422 Total stock-based compensation expense $ 20,624 $ 17,517 $ 38,710 $ 31,536 |
Organization and Description _2
Organization and Description of Business (Details) | Jun. 30, 2023 |
Q2 Software, Inc. | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Wholly owned subsidiary, ownership percentage (in percent) | 100% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Reclassification (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Accounting Policies [Abstract] | ||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | $ 276 | $ (575) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies -Concentration of Credit Risk (Details) - Accounts Receivable - Customer Concentration Risk | 12 Months Ended |
Dec. 31, 2022 | |
Customer One | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Concentration risk | 12% |
Customer Two | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Concentration risk | 10% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Loss per Common Share and Anti-Dilutive Common Share Equivalents (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||
Net loss | $ (23,622) | $ (25,222) | $ (24,138) | $ (48,781) |
Denominator: | ||||
Weighted-average common shares outstanding, basic (in shares) | 58,286 | 57,234 | 58,087 | 57,125 |
Weighted-average common shares outstanding, diluted (in shares) | 58,286 | 57,234 | 58,087 | 57,125 |
Net loss per common share, basic (usd per share) | $ (0.41) | $ (0.44) | $ (0.42) | $ (0.85) |
Net loss per common share, diluted (usd per share) | (0.41) | $ (0.44) | $ (0.42) | $ (0.85) |
Antidilutive securities excluded from computation of earnings per share (in shares) | 10,762 | 9,628 | ||
Warrant strike price (usd per share) | $ 78.75 | $ 78.75 | ||
Stock options, restricted stock units, market stock units and performance stock units | ||||
Denominator: | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,342 | 3,299 | ||
Shares issuable pursuant to the ESPP | ||||
Denominator: | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 124 | 73 | ||
Shares related to convertible notes | ||||
Denominator: | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,296 | 6,256 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue by Major Source (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 154,531 | $ 140,309 | $ 307,539 | $ 274,380 |
Subscription | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 116,001 | 100,782 | 231,190 | 197,366 |
Transactional | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 17,035 | 17,735 | 33,296 | 34,784 |
Services and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 21,495 | $ 21,792 | $ 43,053 | $ 42,230 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||
Decrease in revenue recognized from current year invoices | $ 221,000,000 | ||
Revenue recognized that was included in the deferred revenue balance in prior year | 86,800,000 | ||
Decrease from netting of contract assets and liabilities on contract by contract basis | 800,000 | ||
Increase in contract assets from current year invoices, advanced cash payments | 300,600,000 | ||
Revenue from remaining performance obligations | 1,530,000,000 | ||
Provision for expected credit losses, contract balances | 0 | $ 200,000 | |
Writeoffs, contract balances | 0 | 400,000 | |
Allowance for credit loss, contract balances | 100,000 | $ 100,000 | |
Provision for expected credit losses, accounts receivable | 0 | 500,000 | |
Writeoffs, accounts receivable | 0 | $ 400,000 | |
Allowance reserve | $ 700,000 | $ 700,000 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |||
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligation, percentage | 59% | ||
Performance obligations expected to be satisfied, expected timing | 24 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-07-01 | |||
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligation, percentage | 29% | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-07-01 | Minimum | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligations expected to be satisfied, expected timing | 25 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-07-01 | Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligations expected to be satisfied, expected timing | 48 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-04-01 | Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Performance obligations expected to be satisfied, expected timing |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 49,043 | |
Investments | $ 161,552 | 233,527 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level I) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 23,496 | |
Investments | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level II) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 25,547 | |
Investments | 161,552 | 233,527 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level III) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Investments | 0 | 0 |
Corporate bonds and commercial paper | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 42,984 | 56,739 |
Corporate bonds and commercial paper | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level I) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Corporate bonds and commercial paper | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level II) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 42,984 | 56,739 |
Corporate bonds and commercial paper | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level III) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Certificates of deposit | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 4,863 | 5,016 |
Certificates of deposit | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level I) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Certificates of deposit | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level II) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 4,863 | 5,016 |
Certificates of deposit | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level III) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
U.S. government securities | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 113,705 | 171,772 |
U.S. government securities | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level I) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
U.S. government securities | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level II) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 113,705 | 171,772 |
U.S. government securities | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level III) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 9,465 | 20,998 |
Money market funds | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 9,465 | 20,998 |
Money market funds | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level I) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 9,465 | 20,998 |
Money market funds | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level II) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Money market funds | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level III) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 0 | 0 |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 25,547 | |
Certificates of deposit | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 25,547 | |
Certificates of deposit | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level I) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Certificates of deposit | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level II) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 25,547 | |
Certificates of deposit | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level III) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
U.S. government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 2,498 | |
U.S. government securities | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 2,498 | |
U.S. government securities | Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level I) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 2,498 | |
U.S. government securities | Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level II) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
U.S. government securities | Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level III) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 0 |
Cash, Cash Equivalents and In_3
Cash, Cash Equivalents and Investments - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | ||||
Impairment for credit losses | $ 0 | $ 0 | ||
Equity method investments | 200,000 | $ 200,000 | $ 200,000 | |
Equity method investment other-than-temporary impairment | 0 | |||
Cash | 108,800,000 | 108,800,000 | 150,600,000 | |
Available for sale debt securities allowance for credit loss | $ 0 | $ 0 | $ 0 |
Cash, Cash Equivalents and In_4
Cash, Cash Equivalents and Investments - Schedule of Cash, Cash Equivalents and Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Gains | $ 1 | $ 16 |
Gross Unrealized Losses | (1,235) | (2,113) |
Investments, amortized cost | 162,786 | 235,624 |
Investments, fair value | 161,552 | 233,527 |
Corporate bonds and commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | (395) | (582) |
Investments, amortized cost | 43,379 | 57,320 |
Investments, fair value | 42,984 | 56,739 |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Gains | 0 | 3 |
Gross Unrealized Losses | (43) | (50) |
Investments, amortized cost | 4,906 | 5,063 |
Investments, fair value | 4,863 | 5,016 |
U.S. government securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Unrealized Gains | 1 | 12 |
Gross Unrealized Losses | (797) | (1,481) |
Investments, amortized cost | 114,501 | 173,241 |
Investments, fair value | 113,705 | 171,772 |
Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents, amortized cost | 9,465 | 20,998 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Cash equivalents, fair value | $ 9,465 | 20,998 |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents, amortized cost | 25,547 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Cash equivalents, fair value | 25,547 | |
U.S. government securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents, amortized cost | 2,497 | |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | 0 | |
Cash equivalents, fair value | 2,498 | |
Cash | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cash equivalents, amortized cost | 49,042 | |
Gross Unrealized Gains | 1 | |
Gross Unrealized Losses | 0 | |
Cash equivalents, fair value | $ 49,043 |
Cash, Cash Equivalents and In_5
Cash, Cash Equivalents and Investments - Schedule of Contractual Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Abstract] | ||
Due within one year or less | $ 133,090 | $ 171,831 |
Due after one year through five years | 28,462 | 61,696 |
Total | $ 161,552 | $ 233,527 |
Cash, Cash Equivalents and In_6
Cash, Cash Equivalents and Investments - Schedule of Fair Values and Gross Unrealized Losses for Available-For-Sale Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Debt securities, available-for-sale, less than 12 months, fair value | $ 120,111 | $ 166,651 |
Debt Securities, available-for-sale, less than 12 months, gross unrealized loss | (825) | (1,392) |
Debt securities, available-for-sale, 12 Months or greater, fair value | 36,264 | 37,126 |
Debt securities, available-for-sale, 12 months or greater, gross unrealized Loss | (410) | (721) |
Corporate bonds and commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt securities, available-for-sale, less than 12 months, fair value | 31,229 | 45,094 |
Debt Securities, available-for-sale, less than 12 months, gross unrealized loss | (214) | (449) |
Debt securities, available-for-sale, 12 Months or greater, fair value | 11,516 | 10,215 |
Debt securities, available-for-sale, 12 months or greater, gross unrealized Loss | (181) | (133) |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt securities, available-for-sale, less than 12 months, fair value | 4,863 | 3,536 |
Debt Securities, available-for-sale, less than 12 months, gross unrealized loss | (43) | (50) |
Debt securities, available-for-sale, 12 Months or greater, fair value | 0 | 0 |
Debt securities, available-for-sale, 12 months or greater, gross unrealized Loss | 0 | 0 |
U.S. government securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Debt securities, available-for-sale, less than 12 months, fair value | 84,019 | 118,021 |
Debt Securities, available-for-sale, less than 12 months, gross unrealized loss | (568) | (893) |
Debt securities, available-for-sale, 12 Months or greater, fair value | 24,748 | 26,911 |
Debt securities, available-for-sale, 12 months or greater, gross unrealized Loss | $ (229) | $ (588) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 512,869,000 | $ 512,869,000 | $ 512,869,000 | ||
Impairment of goodwill | 0 | $ 0 | |||
Amortization of acquired intangibles | 5,252,000 | $ 4,422,000 | 10,514,000 | $ 8,844,000 | |
Cost of revenues | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of acquired intangibles | 7,600,000 | 6,200,000 | 14,900,000 | 12,200,000 | |
Operating expenses | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of acquired intangibles | $ 5,300,000 | $ 4,400,000 | $ 10,500,000 | $ 8,800,000 | |
Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful life (in years) | 2 years | 2 years | |||
Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful life (in years) | 7 years | 7 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 296,395 | $ 282,087 |
Accumulated Amortization | (161,704) | (136,406) |
Net Carrying Amount | 134,691 | 145,681 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 62,785 | 62,785 |
Accumulated Amortization | (47,297) | (40,981) |
Net Carrying Amount | 15,488 | 21,804 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 13,200 | 13,275 |
Accumulated Amortization | (9,929) | (8,642) |
Net Carrying Amount | 3,271 | 4,633 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 19,870 | 19,870 |
Accumulated Amortization | (11,465) | (8,663) |
Net Carrying Amount | 8,405 | 11,207 |
Acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 157,761 | 157,638 |
Accumulated Amortization | (86,691) | (74,910) |
Net Carrying Amount | 71,070 | 82,728 |
Capitalized software development costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 42,779 | 28,519 |
Accumulated Amortization | (6,322) | (3,210) |
Net Carrying Amount | $ 36,457 | $ 25,309 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 (July 1 to December 31) | $ 26,070 | |
2024 | 47,511 | |
2025 | 29,668 | |
2026 | 23,099 | |
2027 | 7,157 | |
Thereafter | 1,186 | |
Net Carrying Amount | $ 134,691 | $ 145,681 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 USD ($) building | Jun. 30, 2022 USD ($) | |
Other Commitments [Line Items] | ||
Number of buildings occupied | building | 2 | |
Lease renewal reasonably certain, liability | $ 14,000 | |
Lease impairments | $ 1,731 | $ 537 |
Lease One | ||
Other Commitments [Line Items] | ||
Lease renewal term | 10 years | |
Lease Two | ||
Other Commitments [Line Items] | ||
Lease term | 10 years | |
Lease Two | Minimum | ||
Other Commitments [Line Items] | ||
Lease renewal term | 5 years | |
Lease Two | Maximum | ||
Other Commitments [Line Items] | ||
Lease renewal term | 10 years | |
Lease Exit and Sublease | Right Of Use Asset | ||
Other Commitments [Line Items] | ||
Lease impairments | $ 1,400 | |
Lease Exit and Sublease | Property, Plant and Equipment | ||
Other Commitments [Line Items] | ||
Lease impairments | 100 | |
Lease Exit and Sublease | Accrued liabilities and other long-term liabilities | ||
Other Commitments [Line Items] | ||
Lease impairments | $ 200 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Payments Required Under Operating Leases (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Leases [Abstract] | |
2023 (July 1 to December 31) | $ 6,122 |
2024 | 11,505 |
2025 | 10,478 |
2026 | 9,456 |
2027 | 8,283 |
Thereafter | 23,408 |
Total lease payments | 69,252 |
Less: imputed interest | (11,346) |
Total operating lease liabilities | $ 57,906 |
Commitment and Contingencies -
Commitment and Contingencies - Schedule of Future Minimum Contractual Commitments (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 (July 1 to December 31) | $ 21,613 |
2024 | 48,423 |
2025 | 234,026 |
2026 | 321,497 |
2027 | 4,819 |
Thereafter | 3,500 |
Total commitments | $ 633,878 |
Convertible Senior Notes - Sche
Convertible Senior Notes - Schedule of Convertible Senior Notes (Details) - Convertible Debt | 1 Months Ended | |||||
Nov. 15, 2020 USD ($) $ / shares | Jun. 01, 2019 USD ($) $ / shares | Feb. 15, 2018 USD ($) $ / shares | Nov. 30, 2020 USD ($) | Jun. 30, 2019 USD ($) | Feb. 28, 2018 USD ($) | |
Convertible Senior Notes Due February 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ | $ 230,000,000 | $ 230,000,000 | ||||
Interest rate | 0.75% | |||||
Conversion rate of common stock | 0.0174292 | |||||
Initial conversion price (usd per share) | $ / shares | $ 57.38 | |||||
Convertible Senior Notes Due June 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ | $ 316,250,000 | $ 316,300,000 | ||||
Interest rate | 0.75% | |||||
Conversion rate of common stock | 0.0112851 | |||||
Initial conversion price (usd per share) | $ / shares | $ 88.61 | |||||
Redemption price percentage | 100% | |||||
Convertible Notes Due 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ | $ 350,000,000 | $ 350,000,000 | ||||
Interest rate | 0.125% | |||||
Conversion rate of common stock | 0.0071355 | |||||
Initial conversion price (usd per share) | $ / shares | $ 140.14 | |||||
Redemption price percentage | 100% |
Convertible Senior Notes - Narr
Convertible Senior Notes - Narrative (Details) shares in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||
Mar. 31, 2023 USD ($) | Feb. 28, 2023 USD ($) | May 31, 2021 USD ($) | Nov. 30, 2020 USD ($) day shares | Jun. 30, 2019 USD ($) day | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2021 day | Sep. 30, 2019 day | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Nov. 15, 2020 USD ($) | Jun. 01, 2019 USD ($) | Feb. 28, 2018 USD ($) | Feb. 15, 2018 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||
Payments for repurchases of convertible notes | $ 149,640,000 | $ 0 | ||||||||||||||
Gain on extinguishment of debt | $ 0 | $ 0 | $ 19,869,000 | $ 0 | ||||||||||||
Convertible Notes Due 2025 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Remaining amortization period for debt issuance costs | 2 years 4 months 24 days | |||||||||||||||
Convertible Senior Notes Due June 2026 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Remaining amortization period for debt issuance costs | 2 years 10 months 24 days | |||||||||||||||
Convertible Debt | Convertible Senior Notes Due February 2023 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 230,000,000 | $ 230,000,000 | ||||||||||||||
Principal amount exchanged | $ 181,900,000 | |||||||||||||||
Repurchased principal amount | $ 37,100,000 | |||||||||||||||
Payments for repurchases of convertible notes | $ 10,900,000 | $ 63,700,000 | ||||||||||||||
Unamortized debt issuance costs | 0 | $ 0 | $ 5,000 | |||||||||||||
Convertible Debt | Convertible Notes Due 2025 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | 350,000,000 | $ 350,000,000 | ||||||||||||||
Principal amount received | $ 210,700,000 | |||||||||||||||
Shares issued from exchange on convertible senior notes (in shares) | shares | 1.3 | |||||||||||||||
Repurchased principal amount | $ 159,000,000 | |||||||||||||||
Payments for repurchases of convertible notes | 138,400,000 | |||||||||||||||
Principal amount, additional | $ 139,300,000 | |||||||||||||||
Unamortized debt issuance costs | 1,763,000 | 1,763,000 | 3,898,000 | |||||||||||||
Threshold percentage of stock price trigger | 130% | 130% | ||||||||||||||
Limitation on sale of common stock, sale price threshold, number of trading days | day | 20 | 20 | ||||||||||||||
Limitation on sale of common stock, sale price threshold, trading period | day | 30 | 30 | ||||||||||||||
Number of consecutive business days | 5 days | |||||||||||||||
Percentage of closing sale price in excess of convertible notes | 98% | |||||||||||||||
Redemption price percentage | 100% | |||||||||||||||
Convertible Debt | Convertible Senior Notes Due June 2026 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Principal amount | $ 316,300,000 | $ 316,250,000 | ||||||||||||||
Repurchased principal amount | 12,300,000 | |||||||||||||||
Payments for repurchases of convertible notes | 10,700,000 | |||||||||||||||
Unamortized debt issuance costs | $ 3,759,000 | $ 3,759,000 | $ 4,563,000 | |||||||||||||
Threshold percentage of stock price trigger | 130% | 130% | ||||||||||||||
Limitation on sale of common stock, sale price threshold, number of trading days | day | 20 | 20 | ||||||||||||||
Limitation on sale of common stock, sale price threshold, trading period | day | 30 | 30 | ||||||||||||||
Number of consecutive business days | 5 days | |||||||||||||||
Percentage of closing sale price in excess of convertible notes | 98% | |||||||||||||||
Redemption price percentage | 100% | |||||||||||||||
Convertible Debt | Convertible Senior Notes Due 2025 And 2026 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Gain on extinguishment of debt | 19,900,000 | |||||||||||||||
Unamortized debt issuance costs | $ 1,800,000 |
Convertible Senior Notes - Sc_2
Convertible Senior Notes - Schedule of Convertible 2023, 2026, 2025 Notes (Details) - Convertible Debt - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Convertible Senior Notes Due February 2023 | ||
Debt Instrument [Line Items] | ||
Principal | $ 0 | $ 10,908 |
Unamortized debt issuance costs | 0 | (5) |
Net carrying amount | 0 | 10,903 |
Convertible Senior Notes Due June 2026 | ||
Debt Instrument [Line Items] | ||
Principal | 303,995 | 316,250 |
Unamortized debt issuance costs | (3,759) | (4,563) |
Net carrying amount | 300,236 | 311,687 |
Convertible Notes Due 2025 | ||
Debt Instrument [Line Items] | ||
Principal | 191,000 | 350,000 |
Unamortized debt issuance costs | (1,763) | (3,898) |
Net carrying amount | $ 189,237 | $ 346,102 |
Convertible Senior Notes - Sc_3
Convertible Senior Notes - Schedule of Interest Expense Related to 2023, 2026, 2025 Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Amortization of debt issuance costs | $ 1,113 | $ 1,367 | ||
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 630 | $ 722 | 1,333 | 1,446 |
Amortization of debt issuance costs | 495 | 691 | 1,113 | 1,367 |
Total | $ 1,125 | $ 1,413 | $ 2,446 | $ 2,813 |
Convertible Senior Notes - Bond
Convertible Senior Notes - Bond Hedges and Warrant Transactions Narrative (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | ||||
May 31, 2021 | Nov. 30, 2020 | Feb. 28, 2018 | Jun. 30, 2023 | Feb. 15, 2018 | |
Debt Instrument [Line Items] | |||||
Warrant strike price (usd per share) | $ 78.75 | ||||
Convertible Senior Notes Due February 2023 | Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Initial conversion price (usd per share) | $ 57.38 | ||||
Bond Hedge | |||||
Debt Instrument [Line Items] | |||||
Total cost of bond hedge | $ 41.7 | ||||
Bond Hedge | Convertible Senior Notes Due February 2023 | Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Number of bond hedges and warrants issued, subject to anti-dilution adjustments (in shares) | 0.1 | 0.9 | |||
Initial conversion price (usd per share) | $ 57.38 | ||||
Number of securities called by warrants (in shares) | 0.7 | ||||
Proceeds from issuance of warrants | $ 26.3 | $ 171.7 | |||
Warrant Transaction | |||||
Debt Instrument [Line Items] | |||||
Number of bond hedges and warrants issued, subject to anti-dilution adjustments (in shares) | 4 | ||||
Proceeds from issuance of warrants | $ 22.4 | ||||
Number of scheduled trading days | 80 days | ||||
Warrant strike price (usd per share) | $ 78.75 | ||||
Warrant Transaction | Convertible Senior Notes Due February 2023 | Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Number of bond hedges and warrants issued, subject to anti-dilution adjustments (in shares) | 0.6 | 0.2 | |||
Number of securities called by warrants (in shares) | 3.2 | ||||
Proceeds from issuance of warrants | $ 19.7 | ||||
Payments for warrants related to convertible notes | $ 137.5 |
Convertible Senior Notes - Capp
Convertible Senior Notes - Capped Call Transactions (Details) $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) cappedCallTransaction $ / shares | |
Debt Instrument [Line Items] | |
Number of capped call transactions | cappedCallTransaction | 2 |
Convertible Senior Notes Due June 2026 | Convertible Debt | |
Debt Instrument [Line Items] | |
Initial strike price (in usd per share) | $ 88.6124 |
Initial cap price (in usd per share) | $ 139 |
Cost incurred in connection with capped calls | $ | $ 40.8 |
Convertible Notes Due 2025 | Convertible Debt | |
Debt Instrument [Line Items] | |
Initial strike price (in usd per share) | $ 140.1443 |
Initial cap price (in usd per share) | $ 211.54 |
Cost incurred in connection with capped calls | $ | $ 39.8 |
Convertible Senior Notes Due 2025 And 2026 | Convertible Debt | |
Debt Instrument [Line Items] | |
Proceeds received from capped call transaction settlement | $ | $ 0.1 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | |||
Jan. 03, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 01, 2023 | May 31, 2023 | |
Performance Stock Units | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights (percentage) | 0% | ||||
Award vesting period | 2 years | ||||
Performance Stock Units | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting rights (percentage) | 200% | ||||
Award vesting period | 3 years | ||||
2014 Stock Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Additional shares authorized under the plan, percentage increase (in percent) | 4.50% | ||||
Shares reserved for future issuance under the plan (in shares) | 7,606 | ||||
Shares issuable pursuant to the ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Additional shares authorized under the plan, percentage increase (in percent) | 1% | ||||
Purchase of common stock at discount from market price | 15% | ||||
Shares allocated for issuance (in shares) | 800 | ||||
Automatic annual increase (in shares) | 500 | ||||
Shares issued under the ESPP (in shares) | 146 | ||||
Shares reserved for future issuance under the plan (in shares) | 983 | 983 | |||
2023 Stock Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for future issuance under the plan (in shares) | 7,644 | 7,644 | |||
Shares reserved for future issuance under the plan (in shares) | 14,045 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share-based Compensation Expense Recorded in the Consolidated Statements of Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 20,624 | $ 17,517 | $ 38,710 | $ 31,536 |
Cost of revenues | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 3,577 | 3,335 | 6,950 | 6,074 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 4,823 | 4,012 | 9,083 | 7,338 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 4,007 | 3,850 | 7,783 | 6,702 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 8,217 | $ 6,320 | $ 14,894 | $ 11,422 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | (2.10%) | (1.40%) | (2.10%) | (3.60%) |
Unrecognized tax benefits | $ 500 | $ 500 | ||
Unrecognized tax benefits, decrease resulting from prior period tax positions | $ 500 | |||
Current state and local tax benefit | $ 500 |
Uncategorized Items - qtwo-2023
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |