Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 03, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Everbridge, Inc. | |
Entity Central Index Key | 0001437352 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 34,585,115 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-37874 | |
Entity Tax Identification Number | 26-2919312 | |
Entity Address, Address Line One | 25 Corporate Drive | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Burlington | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01803 | |
City Area Code | 818 | |
Local Phone Number | 230-9700 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | EVBG | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 483,152 | $ 531,575 |
Restricted cash | 4,792 | 4,737 |
Accounts receivable, net | 67,773 | 68,642 |
Prepaid expenses | 10,519 | 6,675 |
Deferred costs and other current assets | 18,381 | 13,501 |
Total current assets | 584,617 | 625,130 |
Property and equipment, net | 7,214 | 6,284 |
Capitalized software development costs, net | 15,230 | 14,287 |
Goodwill | 156,114 | 91,421 |
Intangible assets, net | 86,785 | 67,100 |
Restricted cash | 3,354 | 3,350 |
Prepaid expenses | 2,372 | 2,009 |
Deferred costs and other assets | 30,810 | 27,715 |
Total assets | 886,496 | 837,296 |
Current liabilities: | ||
Accounts payable | 10,279 | 7,808 |
Accrued payroll and employee related liabilities | 23,514 | 22,248 |
Accrued expenses | 5,649 | 4,496 |
Deferred revenue | 134,409 | 129,995 |
Contingent liabilities | 4,292 | |
Other current liabilities | 7,388 | 4,819 |
Total current liabilities | 185,531 | 169,366 |
Long-term liabilities: | ||
Deferred revenue, noncurrent | 4,346 | 3,471 |
Convertible senior notes | 441,231 | 430,282 |
Deferred tax liabilities | 4,720 | 2,002 |
Other long-term liabilities | 16,522 | 11,863 |
Total liabilities | 652,350 | 616,984 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, par value $0.001, 10,000,000 shares authorized, no shares issued or outstanding as of June 30, 2020 and December 31, 2019, respectively | ||
Common stock, $0.001 par value, 100,000,000 shares authorized, 34,463,801 and 33,848,627 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively | 34 | 34 |
Additional paid-in capital | 488,561 | 425,945 |
Accumulated deficit | (244,525) | (199,920) |
Accumulated other comprehensive loss | (9,924) | (5,747) |
Total stockholders’ equity | 234,146 | 220,312 |
Total liabilities and stockholders’ equity | $ 886,496 | $ 837,296 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 34,463,801 | 33,848,627 |
Common stock, shares outstanding | 34,463,801 | 33,848,627 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 65,377 | $ 48,405 | $ 124,277 | $ 91,224 |
Cost of revenue | 19,423 | 14,739 | 40,312 | 28,720 |
Gross profit | 45,954 | 33,666 | 83,965 | 62,504 |
Operating expenses: | ||||
Sales and marketing | 28,741 | 22,015 | 58,329 | 42,086 |
Research and development | 14,937 | 12,802 | 29,109 | 24,287 |
General and administrative | 16,799 | 10,464 | 32,710 | 21,022 |
Total operating expenses | 60,477 | 45,281 | 120,148 | 87,395 |
Operating loss | (14,523) | (11,615) | (36,183) | (24,891) |
Other expense, net: | ||||
Interest and investment income | 235 | 1,332 | 1,808 | 2,509 |
Interest expense | (5,998) | (1,654) | (11,920) | (3,289) |
Other income (expense), net | (438) | 12 | (515) | (94) |
Total other expense, net | (6,201) | (310) | (10,627) | (874) |
Loss before income taxes | (20,724) | (11,925) | (46,810) | (25,765) |
Benefit from (provision for) income taxes | 1,504 | (138) | 2,205 | (432) |
Net loss | $ (19,220) | $ (12,063) | $ (44,605) | $ (26,197) |
Net loss per share attributable to common stockholders: | ||||
Basic | $ (0.56) | $ (0.37) | $ (1.30) | $ (0.80) |
Diluted | $ (0.56) | $ (0.37) | $ (1.30) | $ (0.80) |
Weighted-average common shares outstanding: | ||||
Basic | 34,402,704 | 33,015,861 | 34,238,887 | 32,645,522 |
Diluted | 34,402,704 | 33,015,861 | 34,238,887 | 32,645,522 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (19,220) | $ (12,063) | $ (44,605) | $ (26,197) |
Other comprehensive loss: | ||||
Foreign currency translation adjustment, net of taxes | 2,343 | 271 | (4,177) | 293 |
Total comprehensive loss | $ (16,877) | $ (11,792) | $ (48,782) | $ (25,904) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Balance at Dec. 31, 2018 | $ 42,158 | $ 30 | $ 194,866 | $ (147,670) | $ (5,068) |
Balance, shares at Dec. 31, 2018 | 29,700,192 | ||||
Issuance of common stock, net of cost | 138,839 | $ 3 | 138,836 | ||
Issuance of common stock, net of cost, shares | 2,645,000 | ||||
Stock-based compensation | 7,849 | 7,849 | |||
Vesting of restricted stock units, shares | 16,849 | ||||
Restricted stock units withheld to settle employee tax withholding liability | (333) | (333) | |||
Restricted stock units withheld to settle employee tax withholding liability, shares | (5,301) | ||||
Exercise of stock options | 8,746 | 8,746 | |||
Exercise of stock options, shares | 501,083 | ||||
Issuance of shares under employee stock purchase plan | 1,283 | 1,283 | |||
Issuance of shares under employee stock purchase plan, shares | 24,266 | ||||
Other comprehensive income (loss) | 22 | 22 | |||
Net loss | (14,134) | (14,134) | |||
Balance at Mar. 31, 2019 | 184,430 | $ 33 | 351,247 | (161,804) | (5,046) |
Balance, shares at Mar. 31, 2019 | 32,882,089 | ||||
Balance at Dec. 31, 2018 | 42,158 | $ 30 | 194,866 | (147,670) | (5,068) |
Balance, shares at Dec. 31, 2018 | 29,700,192 | ||||
Net loss | (26,197) | ||||
Balance at Jun. 30, 2019 | 185,540 | $ 33 | 364,149 | (173,867) | (4,775) |
Balance, shares at Jun. 30, 2019 | 33,150,319 | ||||
Balance at Mar. 31, 2019 | 184,430 | $ 33 | 351,247 | (161,804) | (5,046) |
Balance, shares at Mar. 31, 2019 | 32,882,089 | ||||
Issuance of common stock, net of cost | (5) | (5) | |||
Stock-based compensation | 8,282 | 8,282 | |||
Vesting of restricted stock units, shares | 25,720 | ||||
Restricted stock units withheld to settle employee tax withholding liability | (116) | (116) | |||
Restricted stock units withheld to settle employee tax withholding liability, shares | (1,410) | ||||
Exercise of stock options | 4,741 | 4,741 | |||
Exercise of stock options, shares | 243,920 | ||||
Other comprehensive income (loss) | 271 | 271 | |||
Net loss | (12,063) | (12,063) | |||
Balance at Jun. 30, 2019 | 185,540 | $ 33 | 364,149 | (173,867) | (4,775) |
Balance, shares at Jun. 30, 2019 | 33,150,319 | ||||
Balance at Dec. 31, 2019 | 220,312 | $ 34 | 425,945 | (199,920) | (5,747) |
Balance, shares at Dec. 31, 2019 | 33,848,627 | ||||
Issuance of common stock in connection with acquisitions | 30,434 | 30,434 | |||
Issuance of common stock in connection with acquisition, shares | 301,941 | ||||
Stock-based compensation | 10,368 | 10,368 | |||
Vesting of restricted stock units, shares | 44,606 | ||||
Restricted stock units withheld to settle employee tax withholding liability | (400) | (400) | |||
Restricted stock units withheld to settle employee tax withholding liability, shares | (4,483) | ||||
Exercise of stock options | 2,989 | 2,989 | |||
Exercise of stock options, shares | 126,374 | ||||
Issuance of shares under employee stock purchase plan | 1,710 | 1,710 | |||
Issuance of shares under employee stock purchase plan, shares | 30,943 | ||||
Other comprehensive income (loss) | (6,520) | (6,520) | |||
Net loss | (25,385) | (25,385) | |||
Balance at Mar. 31, 2020 | 233,508 | $ 34 | 471,046 | (225,305) | (12,267) |
Balance, shares at Mar. 31, 2020 | 34,348,008 | ||||
Balance at Dec. 31, 2019 | $ 220,312 | $ 34 | 425,945 | (199,920) | (5,747) |
Balance, shares at Dec. 31, 2019 | 33,848,627 | ||||
Exercise of stock options, shares | 186,215 | ||||
Net loss | $ (44,605) | ||||
Balance at Jun. 30, 2020 | 234,146 | $ 34 | 488,561 | (244,525) | (9,924) |
Balance, shares at Jun. 30, 2020 | 34,463,801 | ||||
Balance at Mar. 31, 2020 | 233,508 | $ 34 | 471,046 | (225,305) | (12,267) |
Balance, shares at Mar. 31, 2020 | 34,348,008 | ||||
Issuance of common stock in connection with acquisitions | 5,074 | 5,074 | |||
Issuance of common stock in connection with acquisition, shares | 38,425 | ||||
Stock-based compensation | 11,372 | 11,372 | |||
Vesting of restricted stock units, shares | 21,507 | ||||
Restricted stock units withheld to settle employee tax withholding liability | (527) | (527) | |||
Restricted stock units withheld to settle employee tax withholding liability, shares | (3,980) | ||||
Exercise of stock options | 1,596 | 1,596 | |||
Exercise of stock options, shares | 59,841 | ||||
Other comprehensive income (loss) | 2,343 | 2,343 | |||
Net loss | (19,220) | (19,220) | |||
Balance at Jun. 30, 2020 | $ 234,146 | $ 34 | $ 488,561 | $ (244,525) | $ (9,924) |
Balance, shares at Jun. 30, 2020 | 34,463,801 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (44,605) | $ (26,197) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 13,976 | 7,700 | |
Amortization of deferred costs | 5,735 | 3,607 | |
Deferred income taxes | (3,014) | 83 | |
Accretion of interest on convertible senior notes | 10,949 | 2,424 | |
Provision for credit losses and sales reserve | 1,387 | 389 | |
Stock-based compensation | 21,588 | 15,793 | |
Other non-cash adjustments | (245) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | 3,341 | (1,387) | |
Prepaid expenses | (3,265) | (3,461) | |
Deferred costs | (6,943) | (4,398) | |
Other assets | (3,429) | 83 | |
Accounts payable | 2,164 | 3,669 | |
Accrued payroll and employee related liabilities | (334) | (2,864) | |
Accrued expenses | (593) | (719) | |
Deferred revenue | (2,722) | 1,523 | |
Other liabilities | 2,696 | 511 | |
Net cash used in operating activities | (3,069) | (3,489) | |
Cash flows from investing activities: | |||
Capital expenditures | (1,175) | (3,875) | |
Proceeds from landlord reimbursement | 1,143 | ||
Payments for acquisition of business, net of acquired cash | (44,265) | (6,764) | |
Additions to capitalized software development costs | (4,673) | (3,949) | |
Purchase of short-term investments | (1,975) | ||
Maturities of short-term investments | 44,265 | ||
Net cash provided by (used in) investing activities | (50,113) | 28,845 | |
Cash flows from financing activities: | |||
Proceeds from public offering, net of costs | 139,110 | ||
Restricted stock units withheld to settle employee tax withholding liability | (927) | (449) | |
Proceeds from employee stock purchase plan | 1,710 | 1,283 | |
Proceeds from stock option exercises | 4,585 | 13,487 | |
Other | (131) | (548) | |
Net cash provided by financing activities | 5,237 | 152,883 | |
Effect of exchange rates on cash, cash equivalents and restricted cash | (419) | (52) | |
Net increase (decrease) in cash, cash equivalents and restricted cash | (48,364) | 178,187 | |
Cash, cash equivalents and restricted cash—beginning of period | 539,662 | 60,068 | $ 60,068 |
Cash, cash equivalents and restricted cash—end of period | 491,298 | 238,255 | $ 539,662 |
Supplemental disclosures of cash flow information: | |||
Interest | 974 | 863 | |
Taxes, net of refunds received | 476 | ||
Supplemental disclosure of non-cash activities: | |||
Capitalized assets included in accounts payable and accrued expenses | 373 | 217 | |
Capitalized development costs included in accounts payable and accrued expenses | 3 | 14 | |
Common stock issued in connection with acquisitions | 35,508 | ||
Acquisition-related deferred common stock consideration | 895 | ||
Contingent consideration in connection with acquisitions | 4,220 | ||
Purchase accounting payable, net | 619 | ||
Stock-based compensation capitalized for software development | $ 152 | $ 338 |
Business and Nature of Operatio
Business and Nature of Operations | 6 Months Ended |
Jun. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Business and Nature of Operations | (1) Business and Nature of Operations Everbridge, Inc., a Delaware corporation (together with its wholly-owned subsidiaries, referred to as “Everbridge” or the “Company”), is a global software company that provides enterprise software applications that automate and accelerate organizations’ operational response to critical events in order to keep people safe and businesses running. The Company’s SaaS-based platform enables the Company’s customers to manage and mitigate any type of critical event. The Company’s enterprise applications, such as Mass Notification, Incident Management, Safety Connection, IT Alerting, Visual Command Center, Public Warning, Crisis Management, Community Engagement, Risk Intelligence and Secure Messaging, automate numerous critical event management processes. The Company generates revenue primarily from subscription fees to the Company’s enterprise applications. The Company has operations in the United States, United Kingdom, Norway, China, Netherlands, India and other countries. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The condensed consolidated balance sheet as of December 31, 2019, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by U.S. GAAP on an annual reporting basis. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, statements of stockholders’ equity and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year 2020 or any future period. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Assets and liabilities which are subject to judgment and use of estimates include the determination of the period of benefit for deferred commissions, relative stand-alone selling price for identified performance obligations in our revenue transactions, allowances for credit losses, the fair value of assets acquired and liabilities assumed in business combinations, the fair value of contingent consideration, the recoverability of goodwill and long-lived assets, valuation allowances with respect to deferred tax assets, useful lives associated with property and equipment and intangible assets, contingencies, and the valuation and assumptions underlying stock-based compensation. On an ongoing basis, the Company evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. In addition, the Company engages valuation specialists to assist with management’s determination of the valuation of its fair values of assets acquired and liabilities assumed in business combinations convertible senior notes, and certain market-based performance equity awards. There have been significant changes to the global economic situation as a consequence of the COVID-19 pandemic. The global outbreak continues to cause instability and volatility in multiple markets where the Company conducts business which could cause changes to estimates as a result of the financial circumstances. Such changes to estimates could potentially result in impacts that would be material to the consolidated financial statements, particularly with respect to the timing of revenue recognition resulting from potential implementation delays, evaluating the recoverability of long-lived assets with finite useful lives for impairment and estimates of credit losses for accounts receivables and contract assets. No impairments were recorded as of the balance sheet date; however, due to significant uncertainty surrounding the situation, management's judgment regarding this could change in the future. As of the date of issuance of these financial statements, the Company’s results of operations have not been significantly impacted by the COVID-19 pandemic; however, the Company continues to monitor the situation. Concentrations of Credit and Business Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents and accounts receivable. The Company maintains cash and cash equivalent balances at several banks. Accounts located in the United States are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. From time to time, balances may exceed amounts insured by the FDIC. The Company has not experienced any losses in such amounts. The Company’s accounts receivable are generally unsecured and are derived from revenue earned from customers primarily located in the United States, Norway, Netherlands, Sweden and the United Kingdom and are generally denominated in U.S. dollars, Norwegian Krone, Euro, Swedish Kronor or British Pounds. Each reporting period, the Company reevaluates each customer’s ability to satisfy credit obligations and maintains an allowance for credit risk based on the evaluations. No single customer comprised more than 10% of the Company’s total revenue for the three and six months ended June 30, 2020 and 2019. No single customer comprised more than 10% of the Company’s total accounts receivable as of June 30, 2020 and December 31, 2019. Cash and Cash Equivalents The Company considers all highly liquid instruments with original maturities of three months or less at the date of purchase to be cash equivalents. Restricted Cash The Company’s restricted cash balance primarily consists of cash held at a financial institution for collateral against performance on the Company’s customer contracts and certain other cash deposits for specific purposes. Short-Term Investments Short-term investments consist of highly liquid investments, primarily commercial paper, U.S. Treasury and U.S. agency securities, with maturities over three months from the date of purchase and less than 12 months from the date of the balance sheet. Debt securities, money market funds and U.S. agency bonds that the Company has the ability and positive intent to hold to maturity are carried at amortized cost, which approximates fair value. All held-to-maturity securities have maturity dates within one year. Significant Accounting Policies Except for the accounting policies for credit losses that were updated, as set forth below, as a result of adopting Accounting Standards Update (“ASU”) Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Revenue Recognition The Company derives its revenues primarily from subscription services and professional services. Revenues are recognized when control of services is transferred to the Company’s customers in an amount that reflects the consideration it expects to be entitled to in exchange for those services. The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation Subscription Services Revenues Subscription services revenues primarily consist of fees that provide customers access to one or more of the Company’s hosted applications for critical event management, with routine customer support. Revenue is generally recognized over time on a ratable basis over the contract term beginning on the date that the Company’s service is made available to the customer. All services are recognized using an output measure of progress looking at time elapsed as the contract generally provides the customer equal benefit throughout the contract period. The Company’s subscription contracts are generally two years or longer in length, billed annually in advance, and non-cancelable. Professional Services Revenues Professional services revenues primarily consist of fees for deployment and optimization services, as well as training. The majority of the Company’s consulting contracts revenue is recognized over time as the services are performed. For contracts billed on a fixed price basis, revenue is recognized over time based on the proportion performed. Software License Revenues On occasion the Company may sell software and related post contract support for on premise usage as well as professional services which is outside of the Company’s core business. The Company’s on premise license transactions are perpetual in nature and are recognized at a point in time when made available to the customer. Contracts with Multiple Performance Obligations Most of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis for those performance obligations with stable observable prices and then the residual method applied for any performance obligation that has pricing, which is highly variable. The Company determines the standalone selling prices based on the Company’s overall pricing objectives, taking into consideration market conditions and other factors, including the value of the Company’s contracts, pricing when certain services are sold on a standalone basis, the applications sold, customer demographics, geographic locations, and the volume of services and users. Returns The Company does not offer rights of return for its products and services in the normal course of business. Customer Acceptance The Company’s contracts with customers generally do not include customer acceptance clauses. Trade and Other Receivables Trade and other receivables are primarily comprised of trade receivables that are recorded at the invoice amount, net of an allowance for credit risk, which is not material. Other receivables represent unbilled receivables related to subscription and professional services contracts, net of an allowance for credit losses, which is not material. On January 1, 2020, the Company adopted ASU 2016-13 (as amended through March 2020), Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Deferred Costs Sales commissions earned by the Company’s sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Subscription-related commissions costs are deferred and then amortized on a straight-line basis over a period of benefit that the Company has determined to be four years. Sales commissions attributable to professional services are expensed within twelve months of selling the service to the customer. The Company has determined the period of benefit by taking into consideration its customer contracts, its technology and other factors. Sales commissions attributed to renewals are not material and are not commensurate with initial and growth sales. Amortization of deferred commissions is included in sales and marketing expenses in the accompanying condensed consolidated statements of operations. Deferred Revenue Deferred revenue consists of amounts that have been invoiced and for which the Company has the right to bill, but that have not been recognized as revenue because the related goods or services have not been transferred. Deferred revenue that will be realized during the succeeding 12-month period is recorded as current, and the remaining deferred revenue is recorded as non-current. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts generally do not include a significant financing component. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s products and services, not to receive financing from its customers or to provide customers with financing. Examples include invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period. Recently Adopted Accounting Pronouncements ASU 2016-13 In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13 (as amended through March 2020), Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments The Company adopted the standard on January 1, 2020 using the modified retrospective approach. Adoption of ASU 2016-13 resulted in changes to the Company’s accounting policies for trade and other receivables and contract assets. Upon adoption of ASU 2016-13 the Company evaluates trade receivables and contract assets on a collective (i.e., pool) basis if they share similar risk characteristics. Based on the results of the Company’s evaluation, the adoption of ASU 2016-13 did not have a material impact on the reserve for credit losses as of January 1, 2020. Adoption of the standard had no impact on total cash provided from or used in operating, financing, or investing activities in the Company’s condensed consolidated statements of cash flows. Accounts receivable includes trade accounts receivables from the Company’s customers, net of an allowance for credit risk. Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company’s contract assets relate to services performed which were not billed, net of an allowance for credit risk. Allowance for credit risk for accounts receivables and contract assets is established based on various factors including credit profiles of the Company’s customers, historical payments and current economic trends. The Company reviews its allowance for accounts receivables and contract assets by assessing individual accounts receivable or unbilled contract assets over a specific aging and amount. All other balances are pooled based on historical collection experience. The estimate of expected credit losses is based on information about past events, current economic conditions, and forecasts of future economic conditions that affect the collectability. Accounts receivable and contract assets are written-off on a case by case basis, net of any amounts that may be collected. See Note 3. ASU 2018-13 In August 2018, the FASB issued ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements ASU 2018-15 In August 2018, the FASB issued ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Recently Issued Accounting Guidance Not Yet Adopted ASU 2020-01 In January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions Between Topic 321, Topic 323, and Topic 815 Investments – Equity Securities Other accounting standard updates effective for interim and annual periods beginning after December 31, 2019 are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
Accounts Receivable and Contrac
Accounts Receivable and Contract Assets, Net | 6 Months Ended |
Jun. 30, 2020 | |
Accounts Receivable Net [Abstract] | |
Accounts Receivable and Contract Assets, Net | (3) Accounts Receivable On January 1, 2020, the Company adopted ASU 2016-13 using the modified retrospective approach. See Note 2. The cumulative effect of initially applying ASU 2016-13 had an immaterial impact on the Company’s opening balance of accumulated deficit. Accounts receivable, net is as follows (in thousands): As of As of June 30, 2020 December 31, 2019 Accounts receivable amortized cost $ 70,030 $ 69,767 Allowance for credit losses (2,257 ) (1,125 ) Net accounts receivable $ 67,773 $ 68,642 The following table summarizes the changes in the allowance for credit losses for accounts receivable (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Balance, beginning of period $ (1,753 ) $ (810 ) $ (1,125 ) $ (711 ) Provision for expected credit losses (585 ) (241 ) (1,328 ) (389 ) Write-offs 81 — 196 49 Balance, end of period $ (2,257 ) $ (1,051 ) $ (2,257 ) $ (1,051 ) Contract assets, net is as follows (in thousands): As of As of June 30, 2020 December 31, 2019 Contract asset amortized cost $ 3,361 $ 1,959 Allowance for credit losses (28 ) — Net contract asset $ 3,333 $ 1,959 The following table summarizes the changes in the allowance for credit losses for contract assets (in thousands): Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 Balance, beginning of period $ (25 ) $ — Provision for expected credit losses (3 ) (28 ) Write-offs — — Balance, end of period $ (28 ) $ (28 ) Credit loss expense was $0.4 million and $0.2 million for the three months ended June 30, 2020 and 2019, respectively. Credit loss expense was $1.1 million and $0.4 million for the six months ended June 30, 2020 and 2019, respectively. The following table summarizes the changes in the sales reserve (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Balance, beginning of period $ (375 ) $ (200 ) $ (175 ) $ (200 ) Additions — — (200 ) — Write-offs — 5 — 5 Balance, end of period $ (375 ) $ (195 ) $ (375 ) $ (195 ) |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | (4) Property and Equipment, Net Property and equipment consisted of the following (in thousands): Useful life As of As of in years June 30, 2020 December 31, 2019 Furniture and equipment 5 $ 2,157 $ 1,785 Leasehold improvements (1) 9 4,889 4,074 System hardware 5 1,616 1,596 Office computers 3 6,279 5,309 Computer and system software 3 1,469 1,451 16,410 14,215 Less accumulated depreciation and amortization (9,196 ) (7,931 ) Property and equipment, net $ 7,214 $ 6,284 ( 1 ) Lesser of the lease term or the estimated useful lives of the improvements, which may be up to 9 years Depreciation and amortization expense for property and equipment was $0.7 million and $0.6 million for the three months ended June 30, 2020 and 2019, respectively. Depreciation and amortization expense for property and equipment was $1.3 million and $1.1 million for the six months ended June 30, 2020 and 2019, respectively. |
Capitalized Software Developmen
Capitalized Software Development Costs, Net | 6 Months Ended |
Jun. 30, 2020 | |
Research And Development [Abstract] | |
Capitalized Software Development Costs, Net | (5) Capitalized Software Development Costs, Net Capitalized software development costs consisted of the following (in thousands): As of June 30, 2020 Gross carrying amount Amortization period Accumulated amortization Net carrying amount Capitalized software development costs $ 54,612 3 years $ (39,382 ) $ 15,230 Total capitalized software development costs $ 54,612 $ (39,382 ) $ 15,230 As of December 31, 2019 Gross carrying amount Amortization period Accumulated amortization Net carrying amount Capitalized software development costs $ 49,909 3 years $ (35,622 ) $ 14,287 Total capitalized software development costs $ 49,909 $ (35,622 ) $ 14,287 The Company capitalized software development costs of $4.7 million and $4.3 million for the six months ended June 30, 2020 and 2019, respectively. Amortization expense for capitalized software development costs was $1.9 million and $1.8 million for the three months ended June 30, 2020 and 2019, respectively. Amortization expense for capitalized software development costs was $3.8 million and $3.3 million for the six months ended June 30, 2020 and 2019, respectively. Amortization of capitalized software development costs is classified within cost of revenue in the consolidated statements of operations. The expected amortization of capitalized software development costs, as of June 30, 2020, for each of the following years is as follows (in thousands): 2020 (for the remaining six months) $ 4,281 2021 6,065 2022 4,137 2023 747 $ 15,230 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (6) Fair Value Measurements The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value because of the short maturity of these items. Certain assets, including long-lived assets, goodwill and intangible assets are also subject to measurement at fair value on a non-recurring basis if they are deemed to be impaired as a result of an impairment review. For the six months ended June 30, 2020 and year ended December 31, 2019, no impairments were identified. The following table summarizes the Company's financial assets and liabilities measured at fair value on a recurring basis at June 30, 2020 and December 31, 2019 by level within the fair value hierarchy. Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands): As of June 30, 2020 Quoted Significant Prices in Other Significant Active Observable Unobservable Markets Inputs Inputs Total Fair (Level 1) (Level 2) (Level 3) Value Assets: Cash equivalents: Money market funds $ 456,455 $ — $ — $ 456,455 Total financial assets $ 456,455 $ — $ — $ 456,455 Liabilities: Contingent consideration $ — $ — $ 4,292 $ 4,292 Derivative instruments - acquisition-related deferred common stock consideration — 938 — 938 Total financial liabilities $ — $ 938 $ 4,292 $ 5,230 As of December 31, 2019 Quoted Significant Prices in Other Significant Active Observable Unobservable Markets Inputs Inputs Total Fair (Level 1) (Level 2) (Level 3) Value Assets: Cash equivalents: Money market funds $ 511,436 $ — $ — $ 511,436 Total financial assets $ 511,436 $ — $ — $ 511,436 The Company classifies and discloses fair value measurements in one of the following three categories of fair value hierarchy: Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets and liabilities. Level 2 - Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly. Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s assets that are measured by management at fair value on a recurring basis are generally classified within Level 1 or Level 2 of the fair value hierarchy. The Company did not have any transfers into and out of Level 1 or Level 2 during the six months ended June 30, 2020. The Company considers all highly liquid investments purchased with a remaining maturity of three months or less to be cash equivalents. The fair value of the Company’s investments in certain money market funds is their face value and such instruments are classified as Level 1 and are included in cash and cash equivalents on the consolidated balance sheets. On May 27, 2020 . In accordance with the , 6,779 shares of the Company’s common stock were reserved and are expected to be issued to the sellers in November 2021 subject to the provisions in the . Management analyzed the liability for derivative accounting consideration under ASC 815, Derivatives and Hedging , and determined that the liability qualifies for derivative accounting. The derivative liability is not designated as a hedging instrument. In accordance with ASC 815, the Company recorded the acquisition-related deferred common stock consideration derivative liability, which is carried at fair value, in other long-term liabilities on the condensed consolidated balance sheet. The derivative liability will be marked-to-market each measurement period and changes in fair value recorded as a component of other income (expense), net on the condensed consolidated statement of operations. The fair value is derived from the Company’s stock price. The acquisition-related deferred common stock consideration derivative liability will remain in effect until such time as the associated shares are issued and the resulting derivative liability will be transitioned from a liability to equity as of such date. The following tables summarize the changes in Level 3 financial instruments (in thousands): Fair value at December 31, 2018 $ — Addition from MissionMode acquisition 550 Fair value at June 30, 2019 $ 550 Fair value at December 31, 2019 $ — Addition from Connexient acquisition 340 Addition from one2many acquisition 2,190 Fair value at March 31, 2020 2,530 Adjustment for Connexient acquisition (340 ) Addition from Techwan acquisition 2,030 Foreign currency translation 72 Fair value at June 30, 2020 $ 4,292 The valuation of the contingent consideration was derived using estimates of the probability of achievement within specified time periods based on projections of future revenue metrics per the terms of the applicable agreements. These include estimates of the Company’s assessment of the probability of meeting such results, with the probability-weighted earn-out using a Monte Carlo Simulation Model then discounted to estimate fair value. The various operating performance measures included in these contingent consideration agreements primarily relate to product revenue. As these are unobservable inputs, the contingent consideration liabilities are included in Level 3 inputs. The Company estimates the fair value of the convertible senior notes based on their last actively traded prices (Level 1) or market-observable inputs (Level 2). As of June 30, 2020 and December 31, 2019, the fair value of the 0.125% convertible senior notes due December 15, 2024 (the “2024 Notes”) was determined to be $615.2 million and $450.4 million, respectively, and the carrying value of the notes was $359.9 million and $351.1 million, respectively. As of June 30, 2020 and December 31, 2019, the fair value of the 1.50% convertible senior notes due November 1, 2022 (the “2022 Notes”) was determined to be $384.1 million and $215.8 million, respectively, and the carrying value of the notes was $81.3 million and $79.2 million, respectively. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | (7) Goodwill and Intangible Assets, Net The following table displays the changes in the gross carrying amount of goodwill (in thousands): Balance at December 31, 2019 $ 91,421 Foreign currency translation (2,558 ) Increase due to acquisitions 67,251 Balance at June 30, 2020 $ 156,114 There were no impairments recorded against goodwill during the six months ended June 30, 2020 and for the year ended December 31, 2019. Intangible assets consisted of the following (in thousands): As of June 30, 2020 Gross carrying amount Weighted average life (years) Accumulated amortization Net carrying amount Amortizable intangible assets: Developed technology $ 11,951 3.00 $ (2,966 ) $ 8,985 Tradenames 14,072 3.56 (4,414 ) 9,658 Customer relationships 82,728 7.15 (14,586 ) 68,142 Total intangible assets $ 108,751 $ (21,966 ) $ 86,785 As of December 31, 2019 Gross carrying amount Weighted average life (years) Accumulated amortization Net carrying amount Amortizable intangible assets: Developed technology $ 9,485 3.00 $ (4,232 ) $ 5,253 Tradenames 11,437 3.50 (2,724 ) 8,713 Customer relationships 63,667 6.84 (10,533 ) 53,134 Total intangible assets $ 84,589 $ (17,489 ) $ 67,100 Amortization expense for intangible assets was $4.8 million and $1.6 million for the three months ended June 30, 2020 and 2019, respectively. Amortization expense for intangible assets was $8.9 million and $3.3 million for the six months ended June 30, 2020 and 2019, respectively. The Company recorded amortization expense attributed to developed technology within cost of revenue of $1.0 million and $0.4 million for the three months ended June 30, 2020 and 2019, respectively. The Company recorded amortization expense attributed to developed technology within cost of revenue of $1.7 million and $0.7 million for the six months ended June 30, 2020 and 2019, respectively. During the six months ended June 30, 2020, the Company retired $4.0 million of fully amortized intangible assets. The expected amortization of the intangible assets, as of June 30, 2020, for each of the next five years and thereafter is as follows (in thousands): 2020 (for the remaining six months) $ 9,970 2021 19,699 2022 16,485 2023 11,991 2024 11,031 Thereafter 17,609 $ 86,785 |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Business Combinations | (8) Business Combinations The Company continually evaluates potential acquisitions that either strategically fit within the Company’s existing portfolio or expand the Company’s portfolio into new product lines or adjacent markets. The Company has completed a number of acquisitions that have been accounted for as business combinations under Business Combinations, of goodwill in the Company’s financial statements. This goodwill includes the know-how of the assembled workforce, the ability of the workforce to further improve technology and product offerings, customer relationships and the expected cash flows resulting from these efforts. Goodwill may also include expected synergies resulting from the complementary strategic fit these businesses bring to existing operations. Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives and the expected future cash flows and related discount rates, can materially impact the Company’s results of operations. Significant inputs used for the model included the amount of cash flows, the expected period of the cash flows and the discount rates. Significant estimation was required by management in determining the fair value of the customer relationship intangible assets and technology-related intangible assets. The significant estimation was primarily due to the judgmental nature of the inputs to the valuation models used to measure the fair value of these intangible assets, as well as the sensitivity of the respective fair values to the underlying significant assumptions. The Company used the income approach to measure the fair value of intangible assets. The significant assumptions used to estimate the fair the Company’s The business acquisitions discussed below are included in the Company’s results of operations from their respective dates of acquisition. 2020 Acquisitions During the six months ended Additionally, n Connexient, Inc. On February 7, 2020 The The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed, which were recorded as of the acquisition date, as well as the aggregate consideration for the acquisition of Connexient Connexient Assets acquired Accounts receivable $ 849 Prepaid expenses and other current assets 518 Property and equipment 9 Acquired technology 1,220 Trade names 630 Customer relationships 7,800 Goodwill 14,343 Other assets 238 Total assets acquired 25,607 Liabilities assumed Accounts payable 751 Accrued expenses 208 Deferred revenue 2,420 Deferred tax liabilities 2,011 Other liabilities 211 Net assets acquired $ 20,006 Consideration paid Cash consideration, net of cash acquired $ 10,991 Fair value of common stock issued 9,015 Total $ 20,006 The weighted average useful life of all identified acquired intangible assets is 7.92 years. The average useful lives for acquired technologies, customer relationships and trade names are 3.0 years, 9.0 years and 4.0 years, respectively. Identifiable intangible assets with definite lives are amortized over the period of estimated benefit using the straight-line method. The straight-line method of amortization represents the Company’s best estimate of the period of expected cash flows of the identifiable intangible assets. The goodwill balance is primarily attributed to the anticipated synergies from the acquisition and expanded market opportunities with respect to the integration of Connexient’s products with the Company's other solutions. The Company believes that the factors listed above in relation to the purchase of Connexient support the amount of goodwill recorded as a result of the purchase price paid for the acquisition, in relation to other acquired tangible and intangible assets. The resulting goodwill from the Connexient acquisition is not deductible for income tax purposes. For the six months ended June 30, 2020 CNL Software Limited On February 25, 2020 CNL Software Limited (“CNL Software”) for a base consideration of approximately $35.7 million. The Company approximately Software As the Company finalizes its estimation of the fair value of the assets acquired and liabilities assumed, additional adjustments may be recorded during the measurement period (a period not to exceed 12 months). The initial accounting is incomplete as of The following table summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed, which were recorded as of the acquisition date, as well as the aggregate consideration for the acquisition of CNL Software CNL Software Assets acquired Accounts receivable $ 1,979 Prepaid expenses and other current assets 640 Property and equipment 731 Acquired technology 2,150 Trade names 1,080 Customer relationships 5,500 Goodwill 28,824 Other assets 1,313 Total assets acquired 42,217 Liabilities assumed Accounts payable 423 Accrued expenses 1,653 Deferred revenue 3,110 Deferred tax liabilities 1,775 Other liabilities 1,276 Net assets acquired $ 33,980 Consideration paid Cash paid, net of cash acquired $ 18,030 Fair value of common stock issued 15,950 Total $ 33,980 The weighted average useful life of all identified acquired intangible assets is 5.01 years. The average useful lives for acquired technologies, customer relationships and trade names are 3.0 years, 6.0 years and 4.0 years, respectively. Identifiable intangible assets with definite lives are amortized over the period of estimated benefit using the straight-line method. The straight-line method of amortization represents the Company’s best estimate of the period of expected cash flows of the identifiable intangible assets. The goodwill balance is primarily attributed to the anticipated synergies from the acquisition and expanded market opportunities with respect to the integration of CNL For the six months ended June 30, 2020, the Company incurred transaction costs of $0.1 million in connection with the CNL Software acquisition, which were expensed as incurred and included in general and administrative expenses. One2Many Group B.V. On March 19, 2020 base consideration of $13.1 million. The Company paid $5.5 million in cash at closing, acquired purchase liabilities of $2.0 million and paid the remaining 52,113 approximately $15.0 million that can be 2021. The potential contingent payment includes an amount payable to the Company if a certain revenue threshold is not met during the period of March 1, 2020 through February 28, 2021. At the and recorded a $2.2 million . The Company The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed, which were recorded as of the acquisition date, as well as the aggregate consideration for the acquisition of one2many one2many Assets acquired Accounts receivable $ 521 Other current assets 1,441 Property and equipment 19 Acquired technology 970 Trade names 580 Customer relationships 3,100 Goodwill 10,704 Other assets 176 Total assets acquired 17,511 Liabilities assumed Accounts payable 72 Accrued expenses 636 Deferred revenue 1,460 Deferred tax liabilities 985 Other current liabilities 136 Net assets acquired $ 14,222 Consideration paid Cash consideration, net of cash acquired $ 6,563 Fair value of common stock issued 5,469 Contingent consideration 2,190 Total $ 14,222 The weighted average useful life of all identified acquired intangible assets is 5.67 years. The average useful lives for acquired technologies, customer relationships and trade names are 3.0 years, 7.0 years and 3.0 years, respectively. Identifiable intangible assets with definite lives are amortized over the period of estimated benefit using the straight-line method. The straight-line method of amortization represents the Company’s best estimate of the period of expected cash flows of the identifiable intangible assets. The goodwill balance is primarily attributed to the anticipated synergies from the acquisition and expanded market opportunities with respect to the integration of one2many’s products with the Company's other solutions. The Company believes that the factors listed above in relation to the purchase of one2many support the amount of goodwill recorded as a result of the purchase price paid for the acquisition, in relation to other acquired tangible and intangible assets. The resulting goodwill from the one2many acquisition is not deductible for income tax purposes. For the six months ended June 30 , 2020 Techwan SA On May 27, 2020 base consideration of $15.5 million. The Company paid $9.4 million in cash at closing, acquired purchase liabilities of $0.1 million and paid the remaining 38,425 n accordance with the , 6,779 shares of the Company’s common stock were reserved and are expected to be issued to the sellers in November 2021 subject to the provisions in the . approximately $7.0 million that can be 2021. At the 2021 and recorded a $2.0 million preliminary fair value of contingent consideration as part of the purchase price allocation. The Company As the Company finalizes its estimation of the fair value of the assets acquired and liabilities assumed, additional adjustments may be recorded during the measurement period (a period not to exceed 12 months). The initial accounting is incomplete as of The finalization of the acquisition accounting valuation assessment may result in a change in the valuation of the deferred tax assets and liabilities, deferred revenue, contingent consideration and intangible assets, along with the opening working capital accounts, which could have a material impact on the Company’s results of operations and financial position. The following table summarizes the preliminary Techwan Techwan Assets acquired Accounts receivable $ 441 Other current assets 235 Acquired technology 1,140 Trade names 580 Customer relationships 5,000 Goodwill 13,380 Other assets 254 Total assets acquired 21,030 Liabilities assumed Accrued expenses 673 Deferred revenue 1,190 Deferred tax liabilities 940 Other current liabilities 927 Net assets acquired $ 17,300 Consideration paid Cash consideration, net of cash acquired $ 9,301 Fair value of common stock issued 5,074 Acquisition-related deferred common stock consideration 895 Contingent consideration 2,030 Total $ 17,300 The weighted average useful life of all identified acquired intangible assets is 7.46 years. The average useful lives for acquired technologies, customer relationships and trade names are 3.0 years, 9.0 years and 3.0 years, respectively. Identifiable intangible assets with definite lives are amortized over the period of estimated benefit using the straight-line method. The straight-line method of amortization represents the Company’s best estimate of the period of expected cash flows of the identifiable intangible assets. The goodwill balance is primarily attributed to the anticipated synergies from the acquisition and expanded market opportunities with respect to the integration of Techwan’s products with the Company's other solutions. The Company believes that the factors listed above in relation to the purchase of Techwan support the amount of goodwill recorded as a result of the purchase price paid for the acquisition, in relation to other acquired tangible and intangible assets. The resulting goodwill from the Techwan acquisition is not deductible for income tax purposes. For the six months ended June 30 , 2020 2019 Acquisitions MissionMode Solutions, Inc. On April 1, 2019, the Company entered into a Stock Purchase Agreement with MissionMode Solutions, Inc. (“MissionMode”) pursuant to which the Company purchased all of the issued and outstanding shares of stock of MissionMode for base consideration of $6.8 million. There was also a potential contingent payment of up to $1.0 million that could have been earned in addition to the base consideration by the sellers based on successfully converting MissionMode’s customers to the Company’s products. At the date of the acquisition, the Company assessed the probabilities of MissionMode meeting the threshold to convert MissionMode’s customers to the Company’s products required for the seller to earn the contingent payment. Therefore, contingent consideration was recorded as part of the purchase price allocation and the fair value of the contingent consideration was determined to be $0.6 million. At December 31, 2019, it was determined to not be probable that MissionMode would meet the threshold to convert MissionMode’s customers to the Company’s products which resulted in a decrease of the contingent consideration obligation in the amount of $0.6 million. The Company’s acquisition of MissionMode was made primarily to expand the Company’s customer base and to a lesser extent to complement some of the existing facets of MissionMode’s business with the Company’s existing products. Neither the investment in the assets nor the results of operations of the acquisition of MissionMode was significant to the Company’s consolidated financial position or results of operations, and thus pro forma information is not presented. NC4 Inc. and NC4 Public Sector On July 29, 2019 (the “Purchase Agreement”) 84.5 51.7 rom the Company’s cash and cash equivalents. T 320,998 102.18 On August 1, 2019, the Acquisition was consummated pursuant to the Purchase Agreement, except for the transfer of the NC4 Public Sector business which was consummated on September 30, 2019. Consolidation The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed, which were recorded as of the acquisition date, as well as the aggregate consideration for the acquisition of NC4 made by the Company (in thousands): NC4 Assets acquired Accounts receivable $ 2,611 Other current assets 530 Property and equipment 75 Acquired technology 5,210 Trade names 8,610 Customer relationships 35,490 Goodwill 40,384 Total assets acquired 92,910 Liabilities assumed Deferred revenue 7,540 Other current liabilities 917 Net assets acquired $ 84,453 Consideration paid Cash paid $ 51,655 Fair value of common stock issued 32,798 Total $ 84,453 The weighted average useful life of all identified acquired intangible assets is 5.88 years. The average useful lives for acquired technologies, customer relationships and trade names are 3.0 years, 7.0 years and 3.0 years, respectively. Identifiable intangible assets with definite lives are amortized over the period of estimated benefit using the straight-line method. The straight-line method of amortization represents the Company’s best estimate of the period of expected cash flows of the identifiable intangible assets. As a result of the acquisition, the Company recorded $40.4 million of goodwill. The goodwill balance is primarily attributed to the anticipated synergies from the acquisition and expanded market opportunities with respect to the integration of NC4’s products with the Company's other solutions. The Company believes that the factors listed above in relation to the purchase of NC4 support the amount of goodwill recorded as a result of the purchase price paid for the acquisition, in relation to other acquired tangible and intangible assets. The resulting goodwill from the NC4 acquisition is deductible for income tax purposes. For the year ended December 31, 2019, the Company incurred transaction costs of $0.2 million in connection with the NC4 acquisition, which were expensed as incurred and included in general and administrative expenses. Unaudited Pro Forma Financial Information The following tables reflect the unaudited pro forma combined results of operations for the three and six months ended June 30, 2019 as if the acquisition of NC4 had taken place on January 1, 2018. The unaudited pro forma financial information includes the effects of certain adjustments, including the amortization of acquired intangible assets and the associated tax effect and the elimination of the Company’s and the acquiree’s non-recurring acquisition related expenses (in thousands, except per share amounts): Revenue Net loss Basic and Diluted Loss Per Share For the three months ended June 30, 2019 pro forma $ 52,994 $ (13,598 ) $ (0.41 ) For the six months ended June 30, 2019 pro forma 100,367 (29,618 ) (0.90 ) The unaudited pro forma information presented does not purport to be indicative of the results that would have been achieved had the acquisition been consummated at January 1, 2018 nor of the results which may occur in the future. The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable. |
Convertible Senior Notes
Convertible Senior Notes | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | (9) Convertible Senior Notes 0.125% Convertible Senior Notes Due 2024 In December 2019, the Company issued $450.0 million aggregate principal amount of 0.125% convertible senior notes due 2024, including $75.0 million aggregate principal amount of 2024 Notes issued upon the initial purchasers’ exercise in full of their option to purchase additional 2024 Notes. The 2024 Notes will mature on December 15, 2024, unless earlier redeemed or repurchased by the Company or converted by the holder pursuant to their terms. Interest is payable semiannually in arrears on June 15 and December 15 of each year, commencing on June 15, 2020. The 2024 Notes are governed by an Indenture between the Company, as issuer, and U.S. Bank National Association, as trustee (the “2024 Notes Indenture”). The 2024 Notes are unsecured and rank: senior in right of payment to the Company’s indebtedness that is expressly subordinated in right of payment to the 2024 Notes; equal in right of payment to the Company’s existing and future indebtedness that is not so subordinated, including its 1.50% convertible senior notes due 2022 (see 1.50% Convertible Senior Notes Due 2022 below); effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness and other liabilities incurred by the Company’s subsidiaries. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election. The 2024 Notes have an initial conversion rate of 8.8999 shares of common stock per $1,000 principal amount of 2024 Notes. This represents an initial effective conversion price of approximately $112.36 per share of common stock and approximately 4.0 million shares issuable upon conversion. Throughout the term of the 2024 Notes, the conversion rate may be adjusted upon the occurrence of certain events. Holders of the 2024 Notes will not receive any cash payment representing accrued and unpaid interest, if any, upon conversion of a 2024 Note, except in limited circumstances. Accrued but unpaid interest will be deemed to be paid by cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock paid or delivered, as the case may be, to the holder upon conversion of a 2024 Note. Holders may convert all or a portion of their 2024 Notes prior to the close of business on the business day immediately preceding June 15, 2024, in multiples of $1,000 principal amount, only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on March 31, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • during the five business day period after any ten consecutive trading day period (the “2024 Notes Measurement Period”), in which the “trading price” (as the term is defined in the 2024 Notes Indenture) per $1,000 principal amount of notes for each trading day of such 2024 Notes Measurement Period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; • if the Company calls such notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or • upon the occurrence of specified corporate events. On or after June 15, 2024 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2024 Notes at the conversion rate at any time regardless of whether the conditions set forth below have been met. As of June 30, 2020, the 2024 Notes are not yet convertible. The 2024 Notes are classified as long-term on the condensed consolidated balance sheet as of June 30, 2020 as it is the Company’s intent to settle all of the debt at maturity or to settle in shares if exercised by the debt holder prior to maturity. The 2024 Notes are not redeemable by the Company prior to December 20, 2022. The Company may redeem for cash all or any portion of the 2024 Notes, at its option, on or after December 20, 2022 if the last reported sale price of the Company's common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2024 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Based on market data available for publicly traded, senior, unsecured corporate bonds issued by companies in the same industry and with similar maturity, the Company estimated the implied interest rate of its 2024 Notes to be approximately 5.16%, assuming no conversion option. Assumptions used in the estimate represent what market participants would use in pricing the equity component, including market interest rates, credit standing, and yield curves, all of which are defined as Level 2 observable inputs. The estimated implied interest rate was applied to the 2024 Notes, which resulted in a fair value of the liability component of $360.4 million upon issuance, calculated as the present value of implied future payments based on the $450.0 million aggregate principal amount. The excess of the principal amount of the liability component over its carrying amount, or the debt discount, is amortized to interest expense over the term of the 2024 Notes. The $89.6 million difference between the aggregate principal amount of $450.0 million and the estimated fair value of the liability component was recorded in additional paid-in capital as the 2024 Notes were not considered redeemable. Significant judgment is required in determining the liability component of the related convertible senior notes as well as the balance sheet classification of the elements of the convertible senior notes. The Company accounted for the convertible senior notes and the partial repurchase of the 2022 Notes, discussed below, as separate liability and equity components, determining the fair value of the respective liability components based on an estimate of the fair value of a similar liability without a conversion option and assigning the residual value to the equity component. The Company estimated the fair value of the liability component of the convertible senior notes using a discounted cash flow model with a risk adjusted yield for similar debt instruments, absent any embedded conversion feature. In estimating the risk adjusted yield, the Company utilized both an income and market approach. For the income approach, the Company used a convertible bond pricing model, which included several assumptions including volatility and the risk-free rate. For the market approach, the Company performed an evaluation of issuances of convertible debt securities issued by other comparable companies. Additionally, a detailed analysis of the terms of the convertible senior notes transactions was required to determine existence of any derivatives that may require separate mark-to-market accounting under applicable accounting guidance. In accounting for the transaction costs related to the issuance of the 2024 Notes, the Company allocated the total amount incurred to the liability and equity components based on their estimated relative fair values. Transaction costs attributable to the liability component, totaling $10.2 million, are being amortized to expense over the term of the 2024 Notes, and transaction costs attributable to the equity component, totaling $2.6 million, and were netted with the equity component in shareholders’ equity. The 2024 Notes consist of the following (in thousands): As of As of June 30, 2020 December 31, 2019 Liability component: Principal $ 450,000 $ 450,000 Less: debt discount, net of amortization (90,070 ) (98,942 ) Net carrying amount $ 359,930 $ 351,058 Equity component (1) 86,133 86,133 (1) Recorded in the consolidated balance sheet within additional paid-in capital, net of $2.6 million transaction costs in equity and net of $0.9 million for taxes. The following table sets forth total interest expense recognized related to the 2024 Notes (in thousands): Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 0.125% coupon $ 140 $ 281 Amortization of debt discount and transaction costs 4,466 8,872 $ 4,606 $ 9,153 As of June 30, 2020 and December 31, 2019, the fair value of the 2024 Notes, which was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the 2024 Notes in an over-the-counter market (Level 2), and carrying value of debt instruments (carrying value excludes the equity component of the Company’s 2024 Notes classified in equity) were as follows (in thousands): As of June 30, 2020 As of December 31, 2019 Fair Value Carrying Value Fair Value Carrying Value 2024 Notes $ 615,155 $ 359,930 $ 450,414 $ 351,058 In connection with the issuance of the 2024 Notes, the Company entered into capped call transactions with certain counterparties affiliated with the initial purchasers and other financial institutions. The capped call transactions are expected to reduce potential dilution of earnings per share upon conversion of the 2024 Notes. Under the capped call transactions, the Company purchased capped call options that in the aggregate relate to the total number of shares of the Company’s common stock underlying the 2024 Notes, with an initial strike price of approximately $112.36 per approximately $166.46 $44.9 mi Based on the closing price of the Company’s common stock of $138.36 on June 30, 2020, the if-converted value of the 2024 Notes was more than their respective principal amoun 1.50% Convertible Senior Notes Due 2022 In November 2017, the Company issued $115.0 million aggregate principal amount of 1.50% convertible senior notes due 2022 including $15.0 million aggregate principal amount of 2022 Notes issued upon the initial purchasers’ exercise in full of their option to purchase additional 2022 Notes. The 2022 Notes will mature on November 1, 2022, unless earlier redeemed or repurchased by the Company or converted by the holder pursuant to their terms. Interest is payable semiannually in arrears on May 1 and November 1 of each year, commencing on May 1, 2018. The 2022 Notes are governed by an Indenture between the Company, as issuer, and U.S. Bank, National Association, as trustee (the “2022 Notes Indenture”). The 2022 Notes are unsecured and rank: senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the 2022 Notes; equal in right of payment to the Company’s existing and future indebtedness that is not so subordinated, including the Company’s 2024 Notes; effectively subordinated in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all existing and future indebtedness and other liabilities incurred by the Company’s subsidiaries. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election. The Company’s current intention is to settle the conversion in shares of common stock if a conversion were to occur. The 2022 Notes have an initial conversion rate of 29.6626 shares of common stock per $1,000 principal amount of 2022 Notes. This represents an initial effective conversion price of approximately $33.71 per share of common stock and initially approximately 3.4 million shares issuable upon conversion. Throughout the term of the 2022 Notes, the conversion rate may be adjusted upon the occurrence of certain events. Holders of the 2022 Notes will not receive any cash payment representing accrued and unpaid interest, if any, upon conversion of a 2022 Note, except in limited circumstances. Accrued but unpaid interest will be deemed to be paid by cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock paid or delivered, as the case may be, to the holder upon conversion of a 2022 Note. Holders may convert all or a portion of their 2022 Notes prior to the close of business on the business day immediately preceding May 1, 2022, in multiples of $1,000 principal amount, only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on March 31, 2018 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on 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 business day period after any five consecutive trading day period (the “2022 Notes Measurement Period”), in which the “trading price” (as the term is defined in the 2022 Notes Indenture) per $1,000 principal amount of notes for each trading day of such 2022 Notes Measurement Period was less than 98% of the product of the last reported sale price of the Company’s common stock on such trading day and the conversion rate on each such trading day; • if the Company calls any or all of the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the maturity date; or • upon the occurrence of specified corporate events. On or after May 1, 2022, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2022 Notes at the conversion rate at any time regardless of whether the conditions set forth below have been met. The 2022 Notes are not redeemable by the Company prior to November 6, 2020. The Company may redeem for cash all or any portion of the 2022 Notes, at its option, on or after November 6, 2020 if the last reported sale price of the Company's common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2022 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Based on the market price of the Company’s common stock during the 30 trading days preceding June 30, 2018, the 2022 Notes were convertible at the option of the debt holder as of September 30, 2018 and continue to be convertible at the option of the debt holder as of June 30, 2020. In connection with the issuance of the 2024 Notes in December 2019, the Company paid $57.8 million to repurchase $23.0 million aggregate principal amount of the 2022 Notes. The Company determined the fair value of the liability portion being extinguished immediately prior to extinguishment Based on market data available for publicly traded, senior, unsecured corporate bonds issued by companies in the same industry and with similar maturity, the Company estimated the implied interest rate of its 2022 Notes to be approximately 4.64%. The fair value of such liability portion was then deducted from the amount of consideration transferred and allocated to the liability component. The difference between the fair value of the liability and its carrying value, inclusive of any unamortized debt issue costs, were recognized as an extinguishment loss in the amount of . The remaining consideration was allocated to the reacquisition of the equity component and recognized as a reduction of Additional paid-in capital on the consolidated balance sheet in the amount of $ 36.7 million. The Company also partially terminated capped call options entered into in connection with the 2022 Notes during fiscal year 2019 and received $ 5.8 million recorded to additional paid-in capital on the consolidated balance sheet. No debt holders have exercised their right for conversion as of June 30 , 2020. The 2022 Notes are classified as long-term on the consolidated balance sheet as of June 30 , 2020 and December 31, 2019. The Company may repurchase the 2022 Notes prior to maturity and intends to settle in shares if exercised by the debt holder prior to maturity. Based on market data available for publicly traded, senior, unsecured corporate bonds issued by companies in the same industry and with similar maturity, the Company estimated the implied interest rate of its 2022 Notes to be approximately 6.93%, assuming no conversion option. Assumptions used in the estimate represent what market participants would use in pricing the equity component, including market interest rates, credit standing, and yield curves, all of which are defined as Level 2 observable inputs. The estimated implied interest rate was applied to the 2022 Notes, which resulted in a fair value of the liability component of $92.1 million upon issuance, calculated as the present value of implied future payments based on the $115.0 million aggregate principal amount. The excess of the principal amount of the liability component over its carrying amount, or the debt discount, is amortized to interest expense over the term of the 2022 Notes. The $22.9 million difference between the aggregate principal amount of $115.0 million and the estimated fair value of the liability component was recorded in additional paid-in capital as the 2022 Notes were not considered redeemable. In accounting for the transaction costs related to the issuance of the 2022 Notes, the Company allocated the total amount incurred to the liability and equity components based on their estimated relative fair values. Transaction costs attributable to the liability component on the remaining outstanding notes as of the issuance date, totaling $2.5 million, are being amortized to expense over the term of the 2022 Notes, and transaction costs attributable to the equity component as of the issuance date, totaling $0.8 million, and were netted with the equity component in shareholders’ equity. The 2022 Notes consist of the following (in thousands): As of As of June 30, 2020 December 31, 2019 Liability component: Principal $ 92,000 $ 92,000 Less: debt discount, net of amortization (10,699 ) (12,776 ) Net carrying amount $ 81,301 $ 79,224 Equity component (1) (14,555 ) (14,555 ) (1) Recorded in the consolidated balance sheet within additional paid-in capital, net of $0.8 million transaction costs in equity. Additional paid-in capital also includes $36.7 million market premium representing the excess of the total consideration delivered over the fair value of the liability recognized related to the $23.0 million principal balance The following table sets forth total interest expense recognized related to the 2022 Notes (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 1.50% coupon $ 345 $ 433 $ 690 $ 865 Amortization of debt discount and transaction costs 1,047 1,223 2,077 2,424 $ 1,392 $ 1,656 $ 2,767 $ 3,289 As of June 30, 2020 and December 31, 2019, the fair value of the 2022 Notes, which was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the 2022 Notes in an over-the-counter market (Level 2), and carrying value of debt instruments (carrying value excludes the equity component of the Company’s convertible notes classified in equity) were as follows (in thousands): As of June 30, 2020 As of December 31, 2019 Fair Value Carrying Value Fair Value Carrying Value 2022 Notes $ 384,100 $ 81,301 $ 215,801 $ 79,224 In connection with the issuance of the 2022 Notes, the Company entered into capped call transactions with certain counterparties affiliated with the initial purchasers and others. The capped call transactions are expected to reduce potential dilution of earnings per share upon conversion of the 2022 Notes. Under the capped call transactions, the Company purchased capped call options that in the aggregate relate to the total number of shares of the Company’s common stock underlying the 2022 Notes, with an initial strike price of approximately $33.71 per share, which corresponds to the initial conversion price of the 2022 Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the 2022 Notes, and have a cap price of approximately $47.20. The cost of the purchased capped calls of $12.9 million was recorded to shareholders’ equity and will not be re-measured. Based on the closing price of the Company’s common stock of $138.36 on June 30, 2020, the if-converted value of the 2022 Notes was more than their respective principal amounts. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | (10) Stockholders’ Equity Preferred Stock As of June 30, 2020, the Company had authorized 10,000,000 shares of preferred stock, par value $0.001, of which no shares were outstanding. Common Stock As of June 30, 2020, the Company had authorized 100,000,000 shares of common stock, par value $0.001. Holders of common stock are entitled to one vote per share. At June 30, 2020 and December 31, 2019, there were 34,463,801 and 33,848,627 shares of common stock issued and outstanding, respectively. |
Stock Plans and Stock-Based Com
Stock Plans and Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Plans and Stock-Based Compensation | (11) Stock Plans and Stock-Based Compensation The Company’s 2016 Equity Incentive Plan (the “2016 Plan”) became effective on September 15, 2016. The 2016 Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights and performance share awards to employees, directors and consultants of the Company. The number of shares of common stock reserved for issuance under the 2016 Plan will automatically increase on January 1 of each year by 3% of the number of shares of the Company’s capital stock outstanding on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s board of directors. 2016 Employee Stock Purchase Plan The Company’s Employee Stock Purchase Plan (the “2016 ESPP”) became effective on September 15, 2016. The number of shares reserved for issuance under the 2016 ESPP will automatically increase on January 1 of each year by the lesser of 200,000 shares of the Company’s common stock, 1% of the number of shares of the Company’s common stock outstanding on the immediately preceding December 31, or such lesser number of shares as determined by the Company’s board of directors. The 2016 ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount of up to 15% through payroll deductions of their eligible compensation, subject to any plan limitations. The 2016 ESPP provides for separate six-month offering periods beginning each March and September of each fiscal year. On each purchase date, eligible employees will purchase the Company’s stock at a price per share equal to 85% of the lesser of (i) the fair market value of the Company’s common stock on the offering date or (ii) the fair market value of the Company’s common stock on the purchase date. For the six months ended June 30, 2020 and 2019, 30,943 and 24,266 shares of common stock were purchased under the 2016 ESPP, respectively. The Company recorded stock-based compensation expense of $0.3 million and $0.2 million for the three months ended June 30, 2020 and 2019, respectively. The Company recorded stock-based compensation expense of $0.6 million and $0.5 million for the six months ended June 30, 2020 and 2019, respectively. As of June 30, 2020, unrecognized compensation cost related to the 2016 ESPP was $0.2 million which will be amortized over a weighted-average period of 0.21 years. Stock Options Stock option awards are granted with an exercise price equal to the fair market value of the Company’s common stock at the date of grant based on the closing market price of its common stock as reported on The Nasdaq Global Market. The option awards generally vest over four years and are exercisable any time after vesting. The stock options expire ten years after the date of grant. There were no stock options granted during the six months ended June 30, 2020 and 2019. The Company recorded stock-based compensation expense of $1.0 million and $1.6 million for the three months ended June 30, 2020 and 2019, respectively, attributed to stock options. The Company recorded stock-based compensation expense of $1.9 million and $3.5 million for the six months ended June 30, 2020 and 2019, respectively, attributed to stock options. The total intrinsic value of options exercised for the six months ended June 30, 2020 and 2019 was $15.4 million and $37.1 million, respectively. This intrinsic value represents the difference between the fair market value of the Company’s common stock on the date of exercise and the exercise price of each option. Based on the fair market value of the Company’s common stock at June 30, 2020 and 2019, the total intrinsic value of all outstanding options was $59.4 million and $61.7 million, respectively. The fair value of shares issuable under the ESPP is determined using the Black-Scholes option pricing model with the following weighted average assumptions: Six Months Ended June 30, 2020 2019 Employee Stock Purchase Plan: Expected term (in years) (1) 0.50 0.50 Expected volatility (2) 55% 45% Risk-free interest rate (3) 0.29% 2.52% Dividend rate (4) 0% 0% (1) The expected term represents the contractual term of the ESPP; (2) The expected volatility of the Company’s common stock on the date of grant is based on the weighted average of the Company’s historical volatility as a public company, the implied volatility of publicly-traded options on the Company’s common stock and the volatilities of publicly traded peer companies that are reasonably comparable to the Company’s own operations; (3) The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the expected term of the grant; and (4) The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on the Company’s common stock. Total unrecognized compensation cost related to nonvested stock options was approximately $4.8 million as of June 30, 2020 and is expected to be recognized over a weighted average period of 1.4 years. The amount of cash received from the exercise of stock options during the six months ended June 30, 2020 and 2019 was $4.6 million and $13.5 million, respectively. The following table summarizes the Company’s stock option activity: Stock options outstanding Weighted average exercise price Outstanding at December 31, 2019 723,383 $ 26.56 Exercised (186,215 ) 24.63 Forfeited (2,993 ) 32.23 Outstanding at June 30, 2020 534,175 27.21 Stock options outstanding, vested and expected to vest and exercisable are as follows: As of June 30, 2020 Number of shares Remaining contractual life (years) Weighted- average exercise price Outstanding 534,175 7.01 $ 27.21 Vested and expected to vest 525,042 7.00 27.11 Exercisable 180,975 6.16 20.09 Vested and nonvested stock option activity was as follows: Vested Nonvested Options outstanding Weighted average exercise price Options outstanding Weighted average exercise price Outstanding at June 30, 2020 180,975 $ 20.09 353,200 $ 30.85 Restricted Stock Units During the six months ended June 30, 2020, the Company granted 127,037 restricted stock units (“RSUs”) to members of its senior management and certain other employees pursuant to the 2016 Plan. The Company accounts for RSUs issued to employees at fair value, based on the market price of the Company’s common stock on the date of grant. The weighted-average grant date fair values of RSUs granted during the six months ended June 30, 2020 and 2019 were $109.31 and $64.12, respectively. The fair values of RSUs that vested during the six months ended June 30, 2020 and 2019, were $4.0 million and $3.6 million, respectively. During the three months ended June 30, 2020 and 2019, the Company recorded $4.8 million and $4.6 million, respectively, of stock-based compensation related to the RSUs. During the six months ended June 30, 2020 and 2019, the Company recorded $9.3 million and $8.4 million, respectively, of stock-based compensation related to the RSUs. There were 66,113 RSUs that vested during the six months ended June 30, 2020. As of June 30, 2020, there was $37.9 million of unrecognized compensation expense related to unvested RSUs which is expected to be recognized over a weighted-average period of approximately 2.47 years. For RSUs subject to graded vesting, the Company recognizes compensation cost on a straight-line basis over the service period for the entire award. Performance-Based Restricted Stock Units During the six months ended June 30, 2020, the Company granted 118,422 Performance-based restricted stock units (“PSUs”) to members of its management pursuant to the 2016 Plan. The PSUs generally vest based on the Company achieving certain revenue growth thresholds which range from 20% to 40% compounded annual growth over a measurement period of two years for the first 50% of PSUs and three years for the remaining PSUs. The vesting of the PSUs is As of June 30, 2020, there was $31.6 million of unrecognized compensation expense related to unvested PSUs which is expected to be recognized over a weighted-average period of approximately 1.82 years. Compensation cost is recognized under the accelerated method and is adjusted in future periods for subsequent changes in the expected outcome of the performance related conditions. The following table summarizes the Company’s RSU and PSU activity for the six months ended June 30, 2020: Number of Shares Outstanding at December 31, 2019 1,314,791 Granted 245,459 Vested (66,113 ) Forfeited (9,424 ) Outstanding at June 30, 2020 1,484,713 Stock-Based Compensation Expense The Company recorded the total stock-based compensation expense as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Cost of revenue $ 703 $ 412 $ 1,311 $ 847 Sales and marketing 3,917 2,547 7,525 4,915 Research and development 2,298 2,692 4,172 4,166 General and administrative 4,360 2,631 8,580 6,203 Total $ 11,278 $ 8,282 $ 21,588 $ 16,131 Stock-based compensation expense is recognized over the award’s expected vesting schedule, which is reduced for forfeitures. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | (12) Basic and Diluted Net Loss per Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential dilutive shares of common stock. Basic and diluted net loss per share of common stock were the same for all periods presented as the impact of all potentially dilutive securities outstanding was anti-dilutive. The Company uses the if converted method for convertible senior notes for calculating any potential dilutive effect on diluted loss per share. The following common equivalent shares were excluded from the diluted net loss per share calculation because their inclusion would have been anti-dilutive: As of June 30, 2020 2019 Convertible senior notes 6,733,914 3,411,199 Stock-based compensation grants 2,018,888 2,058,120 Total 8,752,802 5,469,319 In connection with the issuance of the 2024 Notes in December 2019, the Company paid $44.9 million to enter into capped call option agreements to reduce the potential dilution to holders of the Company’s common stock upon conversion of the 2024 Notes. In connection with the issuance of the 2022 Notes in November 2017, the Company paid $12.9 million to enter into capped call option agreements to reduce the potential dilution to holders of the Company’s common stock upon conversion of the 2022 Notes. In December 2019, the Company capped call options related to the 2022 Notes and received $5.8 million. Reserve for Unissued Shares of Common Stock The Company is required to reserve and keep available out of its authorized but unissued shares of common stock such number of shares sufficient for the exercise of all shares granted and available for grant under the Company’s 2008 Plan, 2016 Plan and 2016 ESPP. The amount of such shares of the Company’s common stock reserved for these purposes at June 30, 2020 was 5.3 million shares. Additionally, the Company is required to reserve and keep available out of its authorized but unissued shares of common stock shares that become issuable pursuant to the terms of the 2024 Notes and 2022 Notes. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (13) Income Taxes The Company is subject to income tax in the United States as well as other tax jurisdictions in which it conducts business. Earnings from non-U.S. activities are subject to local country income tax. The Company does not provide for U.S. deferred income taxes on the undistributed earnings of its foreign subsidiaries as such earnings are reinvested indefinitely. The Company’s tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items arising in that quarter. In each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual tax rate changes, the Company makes a cumulative adjustment in that quarter. The Company’s quarterly tax provision, and its quarterly estimate of its annual effective tax rate, are subject to significant volatility due to several factors, including the Company’s ability to accurately predict its pre-tax income and loss in multiple jurisdictions. For the three months ended June 30, 2020 and 2019, the Company recorded a benefit from income taxes of $1.5 million and a provision for income taxes of $0.1 million, respectively, resulting in an effective tax rate of 7.26% and (1.16)%, respectively. For the six months ended June 30, 2020 and 2019, the Company recorded a benefit from income taxes of $2.2 million and a provision for income taxes of $0.4 million, respectively, resulting in an effective tax rate of 4.71% and (1.68)%, respectively. During the six months ended June 30, 2020, there were deferred tax liabilities recognized in connection with the preliminary purchase price accounting for the Company’s completed acquisitions. Certain of such deferred tax liabilities will be a source of future taxable income to realize a portion of Company’s deferred tax assets, which resulted in a discrete tax benefit of approximately $1.0 million related to US acquired entities and a discrete tax benefit of approximately $0.8 million related to non-US acquisitions being recognized during the six months ended June 30, 2020. Due to the enactment of California law during the second quarter of 2020 which suspends the utilization of net operating losses, a discrete expense of $0.5 million was recognized in the second quarter of 2020. As of June 30, 2020, the Company had gross tax-effected unrecognized tax provision of $0.8 million, of which $0.8 million if recognized, would favorably impact the effective tax rate. The Company’s existing tax positions will continue to generate an increase in unrecognized tax benefits in subsequent periods. The Company’s policy is to record interest and penalties related to unrecognized tax benefits as income tax expense. During the three and six months ended June 30 , 2020 and 2019, the amounts recorded related to the accrual of interest and penalties were immaterial in each period. In response to the COVID-19 pandemic, the United States passed the Coronavirus Aid, Relief, and Economic Security ("CARES") Act in March 2020. The CARES Act includes various income and payroll tax measures. The income tax measures are not expected to materially impact our financial statements. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | (14) Segment information The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), who is the Company’s chief executive officer, in deciding how to allocate resources and assess the Company’s financial and operational performance. While the Company has applications that address multiple use cases, all of the Company’s applications operate on and leverage a single technology platform and are deployed and sold in an identical way. In addition, the Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. As a result, the Company has determined that the Company’s business operates in a single operating segment. Since the Company operates as one operating segment, all required financial segment information can be found in the consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | (15) Revenue Recognition The following table disaggregates the Company’s revenue by geography which provides information as to the major source of revenue (in thousands): Three Months Ended June 30, Six Months Ended June 30, Primary Geographic Markets 2020 2019 2020 2019 United States $ 51,017 $ 36,591 $ 97,966 $ 70,675 International 14,360 11,814 26,311 20,549 Total $ 65,377 $ 48,405 $ 124,277 $ 91,224 The following table presents the Company’s revenues disaggregated by revenue source (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Subscription services $ 59,506 $ 42,331 $ 113,317 $ 82,806 Professional services 4,653 3,222 9,134 5,566 Software licenses and other 1,218 2,852 1,826 2,852 Total revenues $ 65,377 $ 48,405 $ 124,277 $ 91,224 Contract Assets The Company does not have material amounts of contract assets since revenue is recognized as control of goods is transferred or as services are performed. There are a small number of professional services that may occur over a period of time, but that period of time is generally very short in duration. Any contract assets that may arise are recorded in other assets in the Company’s consolidated balance sheet net of an allowance for credit losses, which is not material. Contract Liabilities The Company’s contract liabilities consist of advance payments and deferred revenue. The Company’s contract liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. The Company classifies advance payments and deferred revenue as current or noncurrent based on the timing of when it expects to recognize revenue. Generally, all contract liabilities are expected to be recognized within one year and are included in deferred revenue in the Company’s consolidated balance sheet. The noncurrent portion of deferred revenue is included and separately disclosed in the Company’s consolidated balance sheet. Deferred Costs Current deferred costs, which primarily consist of deferred sales commissions, were $11.2 million and $9.9 million as of June 30, 2020 and December 31, 2019, respectively. Noncurrent deferred costs, which primarily consist of deferred sales commissions, were $14.1 million and $14.2 million as of June 30, 2020 and December 31, 2019, respectively. During the three months ended June 30, 2020 and 2019, amortization expense for the deferred costs was $2.8 million and $2.0 million, respectively. During the six months ended June 30, 2020 and 2019, amortization expense for the deferred costs was $ 5.7 million and $ million, respectively. There was no impairment loss in relation to the costs capitalized for the six months ended June 30 , 2020 and the year ended December 31, 2 019, respectively. Deferred Revenue $51.2 million and $35.0 million of subscription services revenue was recognized during the three months ended June 30, 2020 and 2019, respectively, and was included in the deferred revenue balances at the beginning of the respective period. $83.0 million and $62.9 million of subscription services revenue was recognized during the six months ended June 30, 2020 and 2019, respectively, and was included in the deferred revenue balances at the beginning of the respective period. $3.9 million and $5.4 million of professional services revenue was recognized during the three and six months ended June 30, 2020, respectively, and was included in the deferred revenue balance at the beginning of the period. Professional services revenue recognized during the three and six months ended June 30, 2019 from deferred revenue balances at the beginning of the respective period was not material. As of June 30, 2020, approximately $311.1 million of revenue is expected to be recognized from remaining performance obligations for subscription and other contracts. The Company expects to recognize revenue on approximately $176.0 million of these remaining performance obligations over the next 12 months, with the balance recognized thereafter. As of June 30, 2020, approximately $7.6 million of revenue is expected to be recognized from remaining performance obligations for professional services contracts. The Company expects to recognize revenue on approximately $6.2 million of these remaining performance obligations over the next 12 months, with the balance recognized thereafter. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | (16) Leases The Company’s leases relate primarily to office facilities that expire on various dates from 2020 through 2029. The related to short-term leases, were $1.6 million and $1.1 million for the three months ended June 30, 2020 and 2019, respectively. Operating lease expense, including expenses related to short-term leases, were $3.0 million and $2.3 million for the six months ended June 30, 2020 and 2019, respectively. The Company records its right-of-use (“ROU”) asset within other assets (long term) and its operating lease liabilities within other current and long-term liabilities. Additional information related to the Company’s leases is as follows (in thousands, except lease term and discount rate): As of As of June 30, 2020 December 31, 2019 Balance sheet information ROU assets $ 16,089 $ 13,071 Lease liabilities, current $ 4,172 $ 3,567 Lease liabilities, non-current 15,528 11,823 Total lease liabilities $ 19,700 $ 15,390 Supplemental data Weighted average remaining lease term 4.04 years 4.11 years Weighted average discount rate 7.00 % 7.00 % Six Months Ended June 30, 2020 2019 Cash paid for amounts included in lease liabilities $ 2,330 $ 1,286 ROU assets obtained in exchange for new lease obligations 4,853 22,379 Maturities of lease liabilities as of June 30, 2020 Year ending December 31, 2020 (for the remaining six months) $ 2,557 2021 5,193 2022 4,915 2023 4,794 2024 2,344 Thereafter 3,650 Total undiscounted lease payments 23,453 Less: imputed interest (3,753 ) Total lease liabilities $ 19,700 The following table presents components of lease expense for the three and six months ended June 30, 2020 and 2019 Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Operating lease expense $ 1,276 $ 991 $ 2,425 $ 1,733 Short-term lease expense (1) 337 151 552 552 1,613 1,142 2,977 2,285 Less: Sublease income (92 ) (9 ) (138 ) (12 ) Total lease expense $ 1,521 $ 1,133 $ 2,839 $ 2,273 (1) Short-term lease expense includes all leases with lease terms ranging from less than one month to one year. As of June 30, 2020, we do not have any leases that have not yet commenced that create significant rights and obligations. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (17) Commitments and Contingencies Litigation From time to time the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business, operating results, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact because of defense and settlement costs, diversion of management resources and other factors. Employee Contracts The Company has entered into employment contracts with certain of the Company’s executive officers which provide for at-will employment. However, under the provisions of the contracts, the Company would incur severance obligations of up to twelve months of the executive’s annual base salary for certain events, such as involuntary terminations. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Event | (18) Subsequent Event On August 4, 2020, the Company entered into a Stock Purchase Agreement with SnapComms Limited (“SnapComms”) pursuant to which the Company purchased all of the issued and outstanding shares of stock of SnapComms for a base consideration of $34.2 million. The Company paid $13.2 million in cash and issued 121,858 newly issued shares of the Company’s common stock at closing. On the first anniversary of the acquisition date, the Company expects to pay deferred consideration of approximately $3.3 million in cash and shares of the Company’s common stock subject to the provisions in the Stock Purchase Agreement. In addition to the base purchase price, there is also a potential contingent payment of up to approximately $5.0 million that can be earned by the sellers based on revenue metrics during the period of April 1, 2020 through March 31, 2021. The Company acquired SnapComms for its internal communications software strategic technology assets to enhance the Company’s CEM suite of solutions. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The condensed consolidated balance sheet as of December 31, 2019, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by U.S. GAAP on an annual reporting basis. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, statements of stockholders’ equity and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year 2020 or any future period. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Assets and liabilities which are subject to judgment and use of estimates include the determination of the period of benefit for deferred commissions, relative stand-alone selling price for identified performance obligations in our revenue transactions, allowances for credit losses, the fair value of assets acquired and liabilities assumed in business combinations, the fair value of contingent consideration, the recoverability of goodwill and long-lived assets, valuation allowances with respect to deferred tax assets, useful lives associated with property and equipment and intangible assets, contingencies, and the valuation and assumptions underlying stock-based compensation. On an ongoing basis, the Company evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. In addition, the Company engages valuation specialists to assist with management’s determination of the valuation of its fair values of assets acquired and liabilities assumed in business combinations convertible senior notes, and certain market-based performance equity awards. There have been significant changes to the global economic situation as a consequence of the COVID-19 pandemic. The global outbreak continues to cause instability and volatility in multiple markets where the Company conducts business which could cause changes to estimates as a result of the financial circumstances. Such changes to estimates could potentially result in impacts that would be material to the consolidated financial statements, particularly with respect to the timing of revenue recognition resulting from potential implementation delays, evaluating the recoverability of long-lived assets with finite useful lives for impairment and estimates of credit losses for accounts receivables and contract assets. No impairments were recorded as of the balance sheet date; however, due to significant uncertainty surrounding the situation, management's judgment regarding this could change in the future. As of the date of issuance of these financial statements, the Company’s results of operations have not been significantly impacted by the COVID-19 pandemic; however, the Company continues to monitor the situation. |
Concentrations of Credit and Business Risk | Concentrations of Credit and Business Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents and accounts receivable. The Company maintains cash and cash equivalent balances at several banks. Accounts located in the United States are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. From time to time, balances may exceed amounts insured by the FDIC. The Company has not experienced any losses in such amounts. The Company’s accounts receivable are generally unsecured and are derived from revenue earned from customers primarily located in the United States, Norway, Netherlands, Sweden and the United Kingdom and are generally denominated in U.S. dollars, Norwegian Krone, Euro, Swedish Kronor or British Pounds. Each reporting period, the Company reevaluates each customer’s ability to satisfy credit obligations and maintains an allowance for credit risk based on the evaluations. No single customer comprised more than 10% of the Company’s total revenue for the three and six months ended June 30, 2020 and 2019. No single customer comprised more than 10% of the Company’s total accounts receivable as of June 30, 2020 and December 31, 2019. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with original maturities of three months or less at the date of purchase to be cash equivalents. |
Restricted Cash | Restricted Cash The Company’s restricted cash balance primarily consists of cash held at a financial institution for collateral against performance on the Company’s customer contracts and certain other cash deposits for specific purposes. |
Short-Term Investments | Short-Term Investments Short-term investments consist of highly liquid investments, primarily commercial paper, U.S. Treasury and U.S. agency securities, with maturities over three months from the date of purchase and less than 12 months from the date of the balance sheet. Debt securities, money market funds and U.S. agency bonds that the Company has the ability and positive intent to hold to maturity are carried at amortized cost, which approximates fair value. All held-to-maturity securities have maturity dates within one year. |
Significant Accounting Policies | Significant Accounting Policies Except for the accounting policies for credit losses that were updated, as set forth below, as a result of adopting Accounting Standards Update (“ASU”) Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract |
Revenue Recognition | Revenue Recognition The Company derives its revenues primarily from subscription services and professional services. Revenues are recognized when control of services is transferred to the Company’s customers in an amount that reflects the consideration it expects to be entitled to in exchange for those services. The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation Subscription Services Revenues Subscription services revenues primarily consist of fees that provide customers access to one or more of the Company’s hosted applications for critical event management, with routine customer support. Revenue is generally recognized over time on a ratable basis over the contract term beginning on the date that the Company’s service is made available to the customer. All services are recognized using an output measure of progress looking at time elapsed as the contract generally provides the customer equal benefit throughout the contract period. The Company’s subscription contracts are generally two years or longer in length, billed annually in advance, and non-cancelable. Professional Services Revenues Professional services revenues primarily consist of fees for deployment and optimization services, as well as training. The majority of the Company’s consulting contracts revenue is recognized over time as the services are performed. For contracts billed on a fixed price basis, revenue is recognized over time based on the proportion performed. Software License Revenues On occasion the Company may sell software and related post contract support for on premise usage as well as professional services which is outside of the Company’s core business. The Company’s on premise license transactions are perpetual in nature and are recognized at a point in time when made available to the customer. Contracts with Multiple Performance Obligations Most of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis for those performance obligations with stable observable prices and then the residual method applied for any performance obligation that has pricing, which is highly variable. The Company determines the standalone selling prices based on the Company’s overall pricing objectives, taking into consideration market conditions and other factors, including the value of the Company’s contracts, pricing when certain services are sold on a standalone basis, the applications sold, customer demographics, geographic locations, and the volume of services and users. Returns The Company does not offer rights of return for its products and services in the normal course of business. Customer Acceptance The Company’s contracts with customers generally do not include customer acceptance clauses. |
Trade and Other Receivables | Trade and Other Receivables Trade and other receivables are primarily comprised of trade receivables that are recorded at the invoice amount, net of an allowance for credit risk, which is not material. Other receivables represent unbilled receivables related to subscription and professional services contracts, net of an allowance for credit losses, which is not material. On January 1, 2020, the Company adopted ASU 2016-13 (as amended through March 2020), Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Deferred Costs | Deferred Costs Sales commissions earned by the Company’s sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Subscription-related commissions costs are deferred and then amortized on a straight-line basis over a period of benefit that the Company has determined to be four years. Sales commissions attributable to professional services are expensed within twelve months of selling the service to the customer. The Company has determined the period of benefit by taking into consideration its customer contracts, its technology and other factors. Sales commissions attributed to renewals are not material and are not commensurate with initial and growth sales. Amortization of deferred commissions is included in sales and marketing expenses in the accompanying condensed consolidated statements of operations. |
Deferred Revenue | Deferred Revenue Deferred revenue consists of amounts that have been invoiced and for which the Company has the right to bill, but that have not been recognized as revenue because the related goods or services have not been transferred. Deferred revenue that will be realized during the succeeding 12-month period is recorded as current, and the remaining deferred revenue is recorded as non-current. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts generally do not include a significant financing component. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s products and services, not to receive financing from its customers or to provide customers with financing. Examples include invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements ASU 2016-13 In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13 (as amended through March 2020), Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments The Company adopted the standard on January 1, 2020 using the modified retrospective approach. Adoption of ASU 2016-13 resulted in changes to the Company’s accounting policies for trade and other receivables and contract assets. Upon adoption of ASU 2016-13 the Company evaluates trade receivables and contract assets on a collective (i.e., pool) basis if they share similar risk characteristics. Based on the results of the Company’s evaluation, the adoption of ASU 2016-13 did not have a material impact on the reserve for credit losses as of January 1, 2020. Adoption of the standard had no impact on total cash provided from or used in operating, financing, or investing activities in the Company’s condensed consolidated statements of cash flows. Accounts receivable includes trade accounts receivables from the Company’s customers, net of an allowance for credit risk. Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company’s contract assets relate to services performed which were not billed, net of an allowance for credit risk. Allowance for credit risk for accounts receivables and contract assets is established based on various factors including credit profiles of the Company’s customers, historical payments and current economic trends. The Company reviews its allowance for accounts receivables and contract assets by assessing individual accounts receivable or unbilled contract assets over a specific aging and amount. All other balances are pooled based on historical collection experience. The estimate of expected credit losses is based on information about past events, current economic conditions, and forecasts of future economic conditions that affect the collectability. Accounts receivable and contract assets are written-off on a case by case basis, net of any amounts that may be collected. See Note 3. ASU 2018-13 In August 2018, the FASB issued ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurements ASU 2018-15 In August 2018, the FASB issued ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Recently Issued Accounting Guidance Not Yet Adopted ASU 2020-01 In January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions Between Topic 321, Topic 323, and Topic 815 Investments – Equity Securities Other accounting standard updates effective for interim and annual periods beginning after December 31, 2019 are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
Accounts Receivable and Contr_2
Accounts Receivable and Contract Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounts Receivable Net [Abstract] | |
Schedule of Accounts Receivable Net | Accounts receivable, net is as follows (in thousands): As of As of June 30, 2020 December 31, 2019 Accounts receivable amortized cost $ 70,030 $ 69,767 Allowance for credit losses (2,257 ) (1,125 ) Net accounts receivable $ 67,773 $ 68,642 |
Schedule of Changes in Allowance for Credit Losses for Accounts Receivable | The following table summarizes the changes in the allowance for credit losses for accounts receivable (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Balance, beginning of period $ (1,753 ) $ (810 ) $ (1,125 ) $ (711 ) Provision for expected credit losses (585 ) (241 ) (1,328 ) (389 ) Write-offs 81 — 196 49 Balance, end of period $ (2,257 ) $ (1,051 ) $ (2,257 ) $ (1,051 ) |
Schedule of Contract Assets, Net | Contract assets, net is as follows (in thousands): As of As of June 30, 2020 December 31, 2019 Contract asset amortized cost $ 3,361 $ 1,959 Allowance for credit losses (28 ) — Net contract asset $ 3,333 $ 1,959 |
Schedule of Changes in Allowance for Credit Losses for Contract Assets | The following table summarizes the changes in the allowance for credit losses for contract assets (in thousands): Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 Balance, beginning of period $ (25 ) $ — Provision for expected credit losses (3 ) (28 ) Write-offs — — Balance, end of period $ (28 ) $ (28 ) |
Schedule of Changes in Sales Reserve | The following table summarizes the changes in the sales reserve (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Balance, beginning of period $ (375 ) $ (200 ) $ (175 ) $ (200 ) Additions — — (200 ) — Write-offs — 5 — 5 Balance, end of period $ (375 ) $ (195 ) $ (375 ) $ (195 ) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment consisted of the following (in thousands): Useful life As of As of in years June 30, 2020 December 31, 2019 Furniture and equipment 5 $ 2,157 $ 1,785 Leasehold improvements (1) 9 4,889 4,074 System hardware 5 1,616 1,596 Office computers 3 6,279 5,309 Computer and system software 3 1,469 1,451 16,410 14,215 Less accumulated depreciation and amortization (9,196 ) (7,931 ) Property and equipment, net $ 7,214 $ 6,284 ( 1 ) Lesser of the lease term or the estimated useful lives of the improvements, which may be up to 9 years |
Capitalized Software Developm_2
Capitalized Software Development Costs, Net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Research And Development [Abstract] | |
Summary of Capitalized Software Development Costs, Net | Capitalized software development costs consisted of the following (in thousands): As of June 30, 2020 Gross carrying amount Amortization period Accumulated amortization Net carrying amount Capitalized software development costs $ 54,612 3 years $ (39,382 ) $ 15,230 Total capitalized software development costs $ 54,612 $ (39,382 ) $ 15,230 As of December 31, 2019 Gross carrying amount Amortization period Accumulated amortization Net carrying amount Capitalized software development costs $ 49,909 3 years $ (35,622 ) $ 14,287 Total capitalized software development costs $ 49,909 $ (35,622 ) $ 14,287 |
Schedule of Expected Amortization of Capitalized Software Development Costs | The expected amortization of capitalized software development costs, as of June 30, 2020, for each of the following years is as follows (in thousands): 2020 (for the remaining six months) $ 4,281 2021 6,065 2022 4,137 2023 747 $ 15,230 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes the Company's financial assets and liabilities measured at fair value on a recurring basis at June 30, 2020 and December 31, 2019 by level within the fair value hierarchy. Financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement (in thousands): As of June 30, 2020 Quoted Significant Prices in Other Significant Active Observable Unobservable Markets Inputs Inputs Total Fair (Level 1) (Level 2) (Level 3) Value Assets: Cash equivalents: Money market funds $ 456,455 $ — $ — $ 456,455 Total financial assets $ 456,455 $ — $ — $ 456,455 Liabilities: Contingent consideration $ — $ — $ 4,292 $ 4,292 Derivative instruments - acquisition-related deferred common stock consideration — 938 — 938 Total financial liabilities $ — $ 938 $ 4,292 $ 5,230 As of December 31, 2019 Quoted Significant Prices in Other Significant Active Observable Unobservable Markets Inputs Inputs Total Fair (Level 1) (Level 2) (Level 3) Value Assets: Cash equivalents: Money market funds $ 511,436 $ — $ — $ 511,436 Total financial assets $ 511,436 $ — $ — $ 511,436 |
Summary of Changes in Level 3 Financial Instruments | The following tables summarize the changes in Level 3 financial instruments (in thousands): Fair value at December 31, 2018 $ — Addition from MissionMode acquisition 550 Fair value at June 30, 2019 $ 550 Fair value at December 31, 2019 $ — Addition from Connexient acquisition 340 Addition from one2many acquisition 2,190 Fair value at March 31, 2020 2,530 Adjustment for Connexient acquisition (340 ) Addition from Techwan acquisition 2,030 Foreign currency translation 72 Fair value at June 30, 2020 $ 4,292 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Gross Carrying Amount of Goodwill | The following table displays the changes in the gross carrying amount of goodwill (in thousands): Balance at December 31, 2019 $ 91,421 Foreign currency translation (2,558 ) Increase due to acquisitions 67,251 Balance at June 30, 2020 $ 156,114 |
Schedule of Intangible Assets | Intangible assets consisted of the following (in thousands): As of June 30, 2020 Gross carrying amount Weighted average life (years) Accumulated amortization Net carrying amount Amortizable intangible assets: Developed technology $ 11,951 3.00 $ (2,966 ) $ 8,985 Tradenames 14,072 3.56 (4,414 ) 9,658 Customer relationships 82,728 7.15 (14,586 ) 68,142 Total intangible assets $ 108,751 $ (21,966 ) $ 86,785 As of December 31, 2019 Gross carrying amount Weighted average life (years) Accumulated amortization Net carrying amount Amortizable intangible assets: Developed technology $ 9,485 3.00 $ (4,232 ) $ 5,253 Tradenames 11,437 3.50 (2,724 ) 8,713 Customer relationships 63,667 6.84 (10,533 ) 53,134 Total intangible assets $ 84,589 $ (17,489 ) $ 67,100 |
Schedule of Expected Amortization of Intangible Assets | The expected amortization of the intangible assets, as of June 30, 2020, for each of the next five years and thereafter is as follows (in thousands): 2020 (for the remaining six months) $ 9,970 2021 19,699 2022 16,485 2023 11,991 2024 11,031 Thereafter 17,609 $ 86,785 |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Connexient | |
Summary of Allocation of Purchase Consideration and Estimated Values of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed, which were recorded as of the acquisition date, as well as the aggregate consideration for the acquisition of Connexient Connexient Assets acquired Accounts receivable $ 849 Prepaid expenses and other current assets 518 Property and equipment 9 Acquired technology 1,220 Trade names 630 Customer relationships 7,800 Goodwill 14,343 Other assets 238 Total assets acquired 25,607 Liabilities assumed Accounts payable 751 Accrued expenses 208 Deferred revenue 2,420 Deferred tax liabilities 2,011 Other liabilities 211 Net assets acquired $ 20,006 Consideration paid Cash consideration, net of cash acquired $ 10,991 Fair value of common stock issued 9,015 Total $ 20,006 |
CNL Software Limited | |
Summary of Allocation of Purchase Consideration and Estimated Values of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed, which were recorded as of the acquisition date, as well as the aggregate consideration for the acquisition of CNL Software CNL Software Assets acquired Accounts receivable $ 1,979 Prepaid expenses and other current assets 640 Property and equipment 731 Acquired technology 2,150 Trade names 1,080 Customer relationships 5,500 Goodwill 28,824 Other assets 1,313 Total assets acquired 42,217 Liabilities assumed Accounts payable 423 Accrued expenses 1,653 Deferred revenue 3,110 Deferred tax liabilities 1,775 Other liabilities 1,276 Net assets acquired $ 33,980 Consideration paid Cash paid, net of cash acquired $ 18,030 Fair value of common stock issued 15,950 Total $ 33,980 |
One2Many Group B.V. | |
Summary of Allocation of Purchase Consideration and Estimated Values of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed, which were recorded as of the acquisition date, as well as the aggregate consideration for the acquisition of one2many one2many Assets acquired Accounts receivable $ 521 Other current assets 1,441 Property and equipment 19 Acquired technology 970 Trade names 580 Customer relationships 3,100 Goodwill 10,704 Other assets 176 Total assets acquired 17,511 Liabilities assumed Accounts payable 72 Accrued expenses 636 Deferred revenue 1,460 Deferred tax liabilities 985 Other current liabilities 136 Net assets acquired $ 14,222 Consideration paid Cash consideration, net of cash acquired $ 6,563 Fair value of common stock issued 5,469 Contingent consideration 2,190 Total $ 14,222 |
Techwan SA | |
Summary of Allocation of Purchase Consideration and Estimated Values of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary Techwan Techwan Assets acquired Accounts receivable $ 441 Other current assets 235 Acquired technology 1,140 Trade names 580 Customer relationships 5,000 Goodwill 13,380 Other assets 254 Total assets acquired 21,030 Liabilities assumed Accrued expenses 673 Deferred revenue 1,190 Deferred tax liabilities 940 Other current liabilities 927 Net assets acquired $ 17,300 Consideration paid Cash consideration, net of cash acquired $ 9,301 Fair value of common stock issued 5,074 Acquisition-related deferred common stock consideration 895 Contingent consideration 2,030 Total $ 17,300 |
NC4 Inc. and NC4 Public Sector LLC | |
Summary of Allocation of Purchase Consideration and Estimated Values of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed, which were recorded as of the acquisition date, as well as the aggregate consideration for the acquisition of NC4 made by the Company (in thousands): NC4 Assets acquired Accounts receivable $ 2,611 Other current assets 530 Property and equipment 75 Acquired technology 5,210 Trade names 8,610 Customer relationships 35,490 Goodwill 40,384 Total assets acquired 92,910 Liabilities assumed Deferred revenue 7,540 Other current liabilities 917 Net assets acquired $ 84,453 Consideration paid Cash paid $ 51,655 Fair value of common stock issued 32,798 Total $ 84,453 |
Summary of Unaudited Pro Forma Results of Operations | The following tables reflect the unaudited pro forma combined results of operations for the three and six months ended June 30, 2019 as if the acquisition of NC4 had taken place on January 1, 2018. The unaudited pro forma financial information includes the effects of certain adjustments, including the amortization of acquired intangible assets and the associated tax effect and the elimination of the Company’s and the acquiree’s non-recurring acquisition related expenses (in thousands, except per share amounts): Revenue Net loss Basic and Diluted Loss Per Share For the three months ended June 30, 2019 pro forma $ 52,994 $ (13,598 ) $ (0.41 ) For the six months ended June 30, 2019 pro forma 100,367 (29,618 ) (0.90 ) |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
0.125% Convertible Senior Notes Due 2024 | |
Schedule of Components of Convertible Senior Notes | The 2024 Notes consist of the following (in thousands): As of As of June 30, 2020 December 31, 2019 Liability component: Principal $ 450,000 $ 450,000 Less: debt discount, net of amortization (90,070 ) (98,942 ) Net carrying amount $ 359,930 $ 351,058 Equity component (1) 86,133 86,133 (1) Recorded in the consolidated balance sheet within additional paid-in capital, net of $2.6 million transaction costs in equity and net of $0.9 million for taxes. |
Summary of Total Interest Expense Recognized Related To Convertible Senior Notes | The following table sets forth total interest expense recognized related to the 2024 Notes (in thousands): Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 0.125% coupon $ 140 $ 281 Amortization of debt discount and transaction costs 4,466 8,872 $ 4,606 $ 9,153 |
Summary of Fair Value and Carrying Value of Convertible Senior Notes | As of June 30, 2020 and December 31, 2019, the fair value of the 2024 Notes, which was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the 2024 Notes in an over-the-counter market (Level 2), and carrying value of debt instruments (carrying value excludes the equity component of the Company’s 2024 Notes classified in equity) were as follows (in thousands): As of June 30, 2020 As of December 31, 2019 Fair Value Carrying Value Fair Value Carrying Value 2024 Notes $ 615,155 $ 359,930 $ 450,414 $ 351,058 |
1.50% Convertible Senior Notes Due 2022 | |
Schedule of Components of Convertible Senior Notes | The 2022 Notes consist of the following (in thousands): As of As of June 30, 2020 December 31, 2019 Liability component: Principal $ 92,000 $ 92,000 Less: debt discount, net of amortization (10,699 ) (12,776 ) Net carrying amount $ 81,301 $ 79,224 Equity component (1) (14,555 ) (14,555 ) (1) Recorded in the consolidated balance sheet within additional paid-in capital, net of $0.8 million transaction costs in equity. Additional paid-in capital also includes $36.7 million market premium representing the excess of the total consideration delivered over the fair value of the liability recognized related to the $23.0 million principal balance |
Summary of Total Interest Expense Recognized Related To Convertible Senior Notes | The following table sets forth total interest expense recognized related to the 2022 Notes (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 1.50% coupon $ 345 $ 433 $ 690 $ 865 Amortization of debt discount and transaction costs 1,047 1,223 2,077 2,424 $ 1,392 $ 1,656 $ 2,767 $ 3,289 |
Summary of Fair Value and Carrying Value of Convertible Senior Notes | As of June 30, 2020 and December 31, 2019, the fair value of the 2022 Notes, which was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the 2022 Notes in an over-the-counter market (Level 2), and carrying value of debt instruments (carrying value excludes the equity component of the Company’s convertible notes classified in equity) were as follows (in thousands): As of June 30, 2020 As of December 31, 2019 Fair Value Carrying Value Fair Value Carrying Value 2022 Notes $ 384,100 $ 81,301 $ 215,801 $ 79,224 |
Stock Plans and Stock-Based C_2
Stock Plans and Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Assumptions Used in Determining Fair Value of Shares Issuable | The fair value of shares issuable under the ESPP is determined using the Black-Scholes option pricing model with the following weighted average assumptions: Six Months Ended June 30, 2020 2019 Employee Stock Purchase Plan: Expected term (in years) (1) 0.50 0.50 Expected volatility (2) 55% 45% Risk-free interest rate (3) 0.29% 2.52% Dividend rate (4) 0% 0% (1) The expected term represents the contractual term of the ESPP; (2) The expected volatility of the Company’s common stock on the date of grant is based on the weighted average of the Company’s historical volatility as a public company, the implied volatility of publicly-traded options on the Company’s common stock and the volatilities of publicly traded peer companies that are reasonably comparable to the Company’s own operations; (3) The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the expected term of the grant; and (4) The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on the Company’s common stock. |
Schedule of Stock Option Activity | The following table summarizes the Company’s stock option activity: Stock options outstanding Weighted average exercise price Outstanding at December 31, 2019 723,383 $ 26.56 Exercised (186,215 ) 24.63 Forfeited (2,993 ) 32.23 Outstanding at June 30, 2020 534,175 27.21 |
Schedule of Stock Options Outstanding, Vested and Expected to Vest and Exercisable | Stock options outstanding, vested and expected to vest and exercisable are as follows: As of June 30, 2020 Number of shares Remaining contractual life (years) Weighted- average exercise price Outstanding 534,175 7.01 $ 27.21 Vested and expected to vest 525,042 7.00 27.11 Exercisable 180,975 6.16 20.09 |
Schedule of Vested and Nonvested Stock Option Activity | Vested and nonvested stock option activity was as follows: Vested Nonvested Options outstanding Weighted average exercise price Options outstanding Weighted average exercise price Outstanding at June 30, 2020 180,975 $ 20.09 353,200 $ 30.85 |
Summary of RSU and PSU Activity | The following table summarizes the Company’s RSU and PSU activity for the six months ended June 30, 2020: Number of Shares Outstanding at December 31, 2019 1,314,791 Granted 245,459 Vested (66,113 ) Forfeited (9,424 ) Outstanding at June 30, 2020 1,484,713 |
Summary of Stock-Based Compensation Expense | The Company recorded the total stock-based compensation expense as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Cost of revenue $ 703 $ 412 $ 1,311 $ 847 Sales and marketing 3,917 2,547 7,525 4,915 Research and development 2,298 2,692 4,172 4,166 General and administrative 4,360 2,631 8,580 6,203 Total $ 11,278 $ 8,282 $ 21,588 $ 16,131 |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Common Equivalent Shares were Excluded From Diluted Net Loss Per Share Calculation because their Inclusion would have been Anti-Dilutive | The following common equivalent shares were excluded from the diluted net loss per share calculation because their inclusion would have been anti-dilutive: As of June 30, 2020 2019 Convertible senior notes 6,733,914 3,411,199 Stock-based compensation grants 2,018,888 2,058,120 Total 8,752,802 5,469,319 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Standards Update 2014-09 | |
Disaggregation Of Revenue [Line Items] | |
Summary of Disaggregates Revenue | The following table disaggregates the Company’s revenue by geography which provides information as to the major source of revenue (in thousands): Three Months Ended June 30, Six Months Ended June 30, Primary Geographic Markets 2020 2019 2020 2019 United States $ 51,017 $ 36,591 $ 97,966 $ 70,675 International 14,360 11,814 26,311 20,549 Total $ 65,377 $ 48,405 $ 124,277 $ 91,224 The following table presents the Company’s revenues disaggregated by revenue source (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Subscription services $ 59,506 $ 42,331 $ 113,317 $ 82,806 Professional services 4,653 3,222 9,134 5,566 Software licenses and other 1,218 2,852 1,826 2,852 Total revenues $ 65,377 $ 48,405 $ 124,277 $ 91,224 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Summary of Additional Information Related to Leases | Additional information related to the Company’s leases is as follows (in thousands, except lease term and discount rate): As of As of June 30, 2020 December 31, 2019 Balance sheet information ROU assets $ 16,089 $ 13,071 Lease liabilities, current $ 4,172 $ 3,567 Lease liabilities, non-current 15,528 11,823 Total lease liabilities $ 19,700 $ 15,390 Supplemental data Weighted average remaining lease term 4.04 years 4.11 years Weighted average discount rate 7.00 % 7.00 % Six Months Ended June 30, 2020 2019 Cash paid for amounts included in lease liabilities $ 2,330 $ 1,286 ROU assets obtained in exchange for new lease obligations 4,853 22,379 |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of June 30, 2020 Year ending December 31, 2020 (for the remaining six months) $ 2,557 2021 5,193 2022 4,915 2023 4,794 2024 2,344 Thereafter 3,650 Total undiscounted lease payments 23,453 Less: imputed interest (3,753 ) Total lease liabilities $ 19,700 |
Schedule of Components of Lease Expense | The following table presents components of lease expense for the three and six months ended June 30, 2020 and 2019 Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Operating lease expense $ 1,276 $ 991 $ 2,425 $ 1,733 Short-term lease expense (1) 337 151 552 552 1,613 1,142 2,977 2,285 Less: Sublease income (92 ) (9 ) (138 ) (12 ) Total lease expense $ 1,521 $ 1,133 $ 2,839 $ 2,273 (1) Short-term lease expense includes all leases with lease terms ranging from less than one month to one year. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020USD ($)Customer | Jun. 30, 2019Customer | Jun. 30, 2020USD ($)Customer | Jun. 30, 2019Customer | Dec. 31, 2019Customer | |
Impairment charges | $ | $ 0 | ||||
Subscription contracts | The Company’s subscription contracts are generally two years or longer in length, billed annually in advance, and non-cancelable. | ||||
Deferred sales commission cost amortization period | 4 years | ||||
Customer Concentration Risk | Revenue | |||||
Number of customers above 10% threshold | Customer | 0 | 0 | 0 | 0 | |
Customer Concentration Risk | Accounts Receivable | |||||
Number of customers above 10% threshold | Customer | 0 | 0 | |||
Maximum | |||||
Cash and cash equivalent, FDIC insured amount | $ | $ 250,000 | $ 250,000 |
Accounts Receivable and Contr_3
Accounts Receivable and Contract Assets, Net - Schedule of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Accounts Receivable Net [Abstract] | ||||||
Accounts receivable amortized cost | $ 70,030 | $ 69,767 | ||||
Allowance for credit losses | (2,257) | $ (1,753) | (1,125) | $ (1,051) | $ (810) | $ (711) |
Net accounts receivable | $ 67,773 | $ 68,642 |
Accounts Receivable and Contr_4
Accounts Receivable and Contract Assets, Net - Schedule of Changes in Allowance for Credit Losses for Accounts Receivable (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Allowance for Credit Loss [Abstract] | ||||
Balance, beginning of period | $ (1,753) | $ (810) | $ (1,125) | $ (711) |
Provision for expected credit losses | (585) | (241) | (1,328) | (389) |
Write-offs | 81 | 196 | 49 | |
Balance, end of period | $ (2,257) | $ (1,051) | $ (2,257) | $ (1,051) |
Accounts Receivable and Contr_5
Accounts Receivable and Contract Assets, Net - Schedule of Contract Assets, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Accounts Receivable Net [Abstract] | ||
Contract asset amortized cost | $ 3,361 | $ 1,959 |
Allowance for credit losses | (28) | |
Net contract asset | $ 3,333 | $ 1,959 |
Accounts Receivable and Contr_6
Accounts Receivable and Contract Assets, Net - Schedule of Changes in Allowance for Credit Losses for Contract Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Allowance for Credit Loss [Abstract] | ||
Balance, beginning of period | $ (25) | |
Provision for expected credit losses | (3) | $ (28) |
Balance, end of period | $ (28) | $ (28) |
Accounts Receivable, Net - Addi
Accounts Receivable, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Accounts Notes And Loans Receivable [Line Items] | ||||
Credit loss expense | $ 585 | $ 241 | $ 1,328 | $ 389 |
Receivable and Contract Assets | ||||
Accounts Notes And Loans Receivable [Line Items] | ||||
Credit loss expense | $ 400 | $ 200 | $ 1,100 | $ 400 |
Accounts Receivable and Contr_7
Accounts Receivable and Contract Assets, Net - Schedule of Changes in Sales Reserve (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Accounts Receivable Net [Abstract] | ||||
Balance, beginning of period | $ (375) | $ (200) | $ (175) | $ (200) |
Additions | 0 | 0 | (200) | 0 |
Write-offs | 0 | 5 | 0 | 5 |
Balance, end of period | $ (375) | $ (195) | $ (375) | $ (195) |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2019 | ||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 16,410 | $ 14,215 | |
Less accumulated depreciation and amortization | (9,196) | (7,931) | |
Property and equipment, net | 7,214 | 6,284 | |
Furniture and Equipment | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 2,157 | 1,785 | |
Property and equipment, useful life in years | 5 years | ||
Leasehold Improvements | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | [1] | $ 4,889 | 4,074 |
Property and equipment, useful life in years | [1] | 9 years | |
Systems Hardware | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 1,616 | 1,596 | |
Property and equipment, useful life in years | 5 years | ||
Office Computers | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 6,279 | 5,309 | |
Property and equipment, useful life in years | 3 years | ||
Computer and System Software | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 1,469 | $ 1,451 | |
Property and equipment, useful life in years | 3 years | ||
[1] | Lesser of the lease term or the estimated useful lives of the improvements, which may be up to 9 years |
Property and Equipment, Net -_2
Property and Equipment, Net - Schedule of Property and Equipment (Parenthetical) (Details) - Leasehold Improvements | 6 Months Ended | |
Jun. 30, 2020 | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, useful life in years | 9 years | [1] |
Maximum | ||
Property Plant And Equipment [Line Items] | ||
Lease term | 9 years | |
Property and equipment, useful life in years | 9 years | |
[1] | Lesser of the lease term or the estimated useful lives of the improvements, which may be up to 9 years |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 0.7 | $ 0.6 | $ 1.3 | $ 1.1 |
Capitalized Software Developm_3
Capitalized Software Development Costs, Net - Summary of Capitalized Software Development Costs, Net (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Capitalized Computer Software Net [Line Items] | ||
Gross carrying amount | $ 54,612 | $ 49,909 |
Accumulated amortization | (39,382) | (35,622) |
Net carrying amount | 15,230 | 14,287 |
Capitalized Software Development Costs | ||
Capitalized Computer Software Net [Line Items] | ||
Gross carrying amount | $ 54,612 | $ 49,909 |
Amortization period | 3 years | 3 years |
Accumulated amortization | $ (39,382) | $ (35,622) |
Net carrying amount | $ 15,230 | $ 14,287 |
Capitalized Software Developm_4
Capitalized Software Development Costs, Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Capitalized Computer Software Net [Abstract] | ||||
Capitalized software development costs | $ 4.7 | $ 4.3 | ||
Capitalized software development costs, amortization expense | $ 1.9 | $ 1.8 | $ 3.8 | $ 3.3 |
Capitalized Software Developm_5
Capitalized Software Development Costs, Net - Schedule of Expected Amortization of Capitalized Software Development Costs (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Capitalized Computer Software Net [Abstract] | ||
2020 (for the remaining six months) | $ 4,281 | |
2021 | 6,065 | |
2022 | 4,137 | |
2023 | 747 | |
Net carrying amount | $ 15,230 | $ 14,287 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Nov. 30, 2017 | Jun. 30, 2020 | Dec. 31, 2019 | May 27, 2020 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||
Asset impairment charges | $ 0 | ||||
Fair value of assets transferred from level 1 to level 2 | 0 | ||||
Fair value of assets transferred from level 2 to level 1 | 0 | ||||
Fair value of liabilities transferred from level 1 to level 2 | 0 | ||||
Fair value of liabilities transferred from level 2 to level 1 | $ 0 | ||||
Common stock reserved for future issuance | 5,300,000 | ||||
Carrying value of convertible senior notes | $ 430,282,000 | $ 441,231,000 | $ 430,282,000 | ||
0.125% Convertible Senior Notes Due 2024 | |||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||
Fair value of convertible senior notes | 450,400,000 | 615,200,000 | 450,400,000 | ||
Carrying value of convertible senior notes | $ 351,100,000 | $ 359,900,000 | $ 351,100,000 | ||
Debt instrument, interest rate | 0.125% | 0.125% | 0.125% | ||
Debt instrument, maturity date | Dec. 15, 2024 | Dec. 15, 2024 | |||
1.50% Convertible Senior Notes Due 2022 | |||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||
Fair value of convertible senior notes | $ 215,800,000 | $ 384,100,000 | $ 215,800,000 | ||
Carrying value of convertible senior notes | $ 79,200,000 | $ 81,300,000 | 79,200,000 | ||
Debt instrument, interest rate | 1.50% | 1.50% | |||
Debt instrument, maturity date | Nov. 1, 2022 | Nov. 1, 2022 | |||
Techwan SA | |||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||
Common stock reserved for future issuance | 6,779 | ||||
Fair Value Measurements, Nonrecurring | |||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||
Asset impairment charges | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 456,455 | $ 511,436 |
Contingent consideration | 4,292 | |
Derivative instruments - acquisition-related deferred common stock consideration | 938 | |
Total financial liabilities | 5,230 | |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 456,455 | 511,436 |
Quoted Prices in Active Markets (Level 1) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total financial assets | 456,455 | 511,436 |
Quoted Prices in Active Markets (Level 1) | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 456,455 | $ 511,436 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Derivative instruments - acquisition-related deferred common stock consideration | 938 | |
Total financial liabilities | 938 | |
Significant Unobservable Inputs (Level 3) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration | 4,292 | |
Total financial liabilities | $ 4,292 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Changes in Level 3 Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Beginning balance, fair value | $ 2,530 | ||
Foreign currency translation | 72 | ||
Ending balance, fair value | 4,292 | $ 2,530 | $ 550 |
Mission Mode | |||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Addition from acquisition | $ 550 | ||
Connexient | |||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Addition from acquisition | 340 | ||
Adjustment for acquisition | (340) | ||
One2Many Group B.V. | |||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Addition from acquisition | $ 2,190 | ||
Techwan SA | |||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Addition from acquisition | $ 2,030 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Schedule of Changes in Gross Carrying Amount of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill, beginning balance | $ 91,421 |
Foreign currency translation | (2,558) |
Increase due to acquisitions | 67,251 |
Goodwill, ending balance | $ 156,114 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Intangible Assets And Goodwill [Line Items] | |||||
Impairment of goodwill | $ 0 | $ 0 | |||
Amortization expense for intangible assets | $ 4,800,000 | $ 1,600,000 | 8,900,000 | $ 3,300,000 | |
Intangible assets amortized costs retired | 4,000,000 | ||||
Developed Technology | Cost of Revenue | |||||
Intangible Assets And Goodwill [Line Items] | |||||
Amortization expense for intangible assets | $ 1,000,000 | $ 400,000 | $ 1,700,000 | $ 700,000 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 108,751 | $ 84,589 |
Accumulated amortization | (21,966) | (17,489) |
Net carrying amount | 86,785 | 67,100 |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 11,951 | 9,485 |
Accumulated amortization | (2,966) | (4,232) |
Net carrying amount | $ 8,985 | $ 5,253 |
Developed Technology | Weighted-Average | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average life (years) | 3 years | 3 years |
Tradenames | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 14,072 | $ 11,437 |
Accumulated amortization | (4,414) | (2,724) |
Net carrying amount | $ 9,658 | $ 8,713 |
Tradenames | Weighted-Average | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average life (years) | 3 years 6 months 21 days | 3 years 6 months |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 82,728 | $ 63,667 |
Accumulated amortization | (14,586) | (10,533) |
Net carrying amount | $ 68,142 | $ 53,134 |
Customer Relationships | Weighted-Average | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average life (years) | 7 years 1 month 23 days | 6 years 10 months 2 days |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Schedule of Expected Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2020 (for the remaining six months) | $ 9,970 | |
2021 | 19,699 | |
2022 | 16,485 | |
2023 | 11,991 | |
2024 | 11,031 | |
Thereafter | 17,609 | |
Net carrying amount | $ 86,785 | $ 67,100 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) | May 27, 2020 | Mar. 19, 2020 | Feb. 25, 2020 | Feb. 07, 2020 | Jul. 29, 2019 | Apr. 01, 2019 | Jun. 30, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||||||
Contingent consideration | $ 4,292,000 | |||||||
Common stock reserved for future issuance | 5,300,000 | |||||||
Goodwill | $ 156,114,000 | $ 91,421,000 | ||||||
Connexient | ||||||||
Business Acquisition [Line Items] | ||||||||
Date of acquisition of business | Feb. 7, 2020 | |||||||
Total purchase price | $ 20,200,000 | 20,006,000 | ||||||
Cash paid | $ 11,500,000 | 10,991,000 | ||||||
Number of newly issued common stock | 96,611 | |||||||
Common stock price per share | $ 93.32 | |||||||
Contingent payment | $ 6,000,000 | |||||||
Contingent consideration | $ 0 | |||||||
Weighted average useful life of identified acquired intangible assets | 7 years 11 months 1 day | |||||||
Goodwill | $ 14,343,000 | |||||||
Connexient | General and Administrative Expenses | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition transaction costs | $ 100,000 | |||||||
Connexient | Acquired Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life of identified acquired intangible assets | 3 years | |||||||
Connexient | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life of identified acquired intangible assets | 9 years | |||||||
Connexient | Trade Names | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life of identified acquired intangible assets | 4 years | |||||||
CNL Software Limited | ||||||||
Business Acquisition [Line Items] | ||||||||
Date of acquisition of business | Feb. 25, 2020 | |||||||
Total purchase price | $ 35,700,000 | $ 33,980,000 | ||||||
Cash paid | $ 19,800,000 | $ 18,030,000 | ||||||
Number of newly issued common stock | 153,217 | |||||||
Common stock price per share | $ 104.10 | |||||||
Weighted average useful life of identified acquired intangible assets | 5 years 3 days | |||||||
Goodwill | $ 28,824,000 | |||||||
CNL Software Limited | General and Administrative Expenses | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition transaction costs | $ 100,000 | |||||||
CNL Software Limited | Acquired Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life of identified acquired intangible assets | 3 years | |||||||
CNL Software Limited | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life of identified acquired intangible assets | 6 years | |||||||
CNL Software Limited | Trade Names | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life of identified acquired intangible assets | 4 years | |||||||
One2Many Group B.V. | ||||||||
Business Acquisition [Line Items] | ||||||||
Date of acquisition of business | Mar. 19, 2020 | |||||||
Total purchase price | $ 13,100,000 | $ 14,222,000 | ||||||
Cash paid | $ 5,500,000 | $ 6,563,000 | ||||||
Number of newly issued common stock | 52,113 | |||||||
Common stock price per share | $ 104.95 | |||||||
Contingent payment | $ 15,000,000 | |||||||
Contingent consideration | 2,190,000 | |||||||
Weighted average useful life of identified acquired intangible assets | 5 years 8 months 1 day | |||||||
Business acquisition transaction costs | $ 100,000 | |||||||
Purchase liabilities | 2,000,000 | |||||||
Goodwill | $ 10,704,000 | |||||||
One2Many Group B.V. | Acquired Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life of identified acquired intangible assets | 3 years | |||||||
One2Many Group B.V. | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life of identified acquired intangible assets | 7 years | |||||||
One2Many Group B.V. | Trade Names | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life of identified acquired intangible assets | 3 years | |||||||
Techwan SA | ||||||||
Business Acquisition [Line Items] | ||||||||
Date of acquisition of business | May 27, 2020 | |||||||
Total purchase price | $ 15,500,000 | $ 17,300,000 | ||||||
Cash paid | $ 9,400,000 | $ 9,301,000 | ||||||
Number of newly issued common stock | 38,425 | |||||||
Common stock price per share | $ 132.05 | |||||||
Contingent payment | $ 7,000,000 | |||||||
Contingent consideration | 2,030,000 | |||||||
Weighted average useful life of identified acquired intangible assets | 7 years 5 months 15 days | |||||||
Purchase liabilities | $ 100,000 | |||||||
Common stock reserved for future issuance | 6,779 | |||||||
Goodwill | $ 13,380,000 | |||||||
Techwan SA | General and Administrative Expenses | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition transaction costs | $ 100,000 | |||||||
Techwan SA | Acquired Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life of identified acquired intangible assets | 3 years | |||||||
Techwan SA | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life of identified acquired intangible assets | 9 years | |||||||
Techwan SA | Trade Names | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life of identified acquired intangible assets | 3 years | |||||||
Mission Mode | ||||||||
Business Acquisition [Line Items] | ||||||||
Date of acquisition of business | Apr. 1, 2019 | |||||||
Total purchase price | $ 6,800,000 | |||||||
Contingent payment | 1,000,000 | |||||||
Contingent consideration | $ 600,000 | |||||||
NC4 Inc., NC4 Public Sector LLC, and Celerium Group | ||||||||
Business Acquisition [Line Items] | ||||||||
Date of acquisition of business | Jul. 29, 2019 | |||||||
NC4 Inc. and NC4 Public Sector LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Total purchase price | $ 84,500,000 | 84,453,000 | ||||||
Cash paid | $ 51,700,000 | |||||||
Number of newly issued common stock | 320,998 | |||||||
Common stock price per share | $ 102.18 | |||||||
Weighted average useful life of identified acquired intangible assets | 5 years 10 months 17 days | |||||||
Business acquisition transaction costs | $ 200,000 | |||||||
Goodwill | $ 40,400,000 | $ 40,384,000 | ||||||
NC4 Inc. and NC4 Public Sector LLC | Acquired Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life of identified acquired intangible assets | 3 years | |||||||
NC4 Inc. and NC4 Public Sector LLC | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life of identified acquired intangible assets | 7 years | |||||||
NC4 Inc. and NC4 Public Sector LLC | Trade Names | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life of identified acquired intangible assets | 3 years |
Business Combinations - Summary
Business Combinations - Summary of Allocation of Purchase Consideration and Estimated Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) | May 27, 2020 | Mar. 19, 2020 | Feb. 25, 2020 | Feb. 07, 2020 | Jul. 29, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Assets acquired | ||||||||
Goodwill | $ 156,114,000 | $ 91,421,000 | ||||||
Consideration paid | ||||||||
Cash paid | 44,265,000 | $ 6,764,000 | ||||||
Contingent consideration | 4,292,000 | |||||||
Connexient | ||||||||
Assets acquired | ||||||||
Accounts receivable | $ 849,000 | |||||||
Prepaid expenses and other current assets | 518,000 | |||||||
Property and equipment | 9,000 | |||||||
Goodwill | 14,343,000 | |||||||
Other assets | 238,000 | |||||||
Total assets acquired | 25,607,000 | |||||||
Liabilities assumed | ||||||||
Accounts payable | 751,000 | |||||||
Accrued expenses | 208,000 | |||||||
Deferred revenue | 2,420,000 | |||||||
Deferred tax liabilities | 2,011,000 | |||||||
Other liabilities | 211,000 | |||||||
Net assets acquired | 20,006,000 | |||||||
Consideration paid | ||||||||
Cash consideration, net of cash acquired | 11,500,000 | 10,991,000 | ||||||
Fair value of common stock issued | 9,015,000 | |||||||
Total | 20,200,000 | 20,006,000 | ||||||
Contingent consideration | 0 | |||||||
Connexient | Acquired Technology | ||||||||
Assets acquired | ||||||||
Intangible assets other than goodwill | 1,220,000 | |||||||
Connexient | Trade Names | ||||||||
Assets acquired | ||||||||
Intangible assets other than goodwill | 630,000 | |||||||
Connexient | Customer Relationships | ||||||||
Assets acquired | ||||||||
Intangible assets other than goodwill | $ 7,800,000 | |||||||
CNL Software Limited | ||||||||
Assets acquired | ||||||||
Accounts receivable | $ 1,979,000 | |||||||
Prepaid expenses and other current assets | 640,000 | |||||||
Property and equipment | 731,000 | |||||||
Goodwill | 28,824,000 | |||||||
Other assets | 1,313,000 | |||||||
Total assets acquired | 42,217,000 | |||||||
Liabilities assumed | ||||||||
Accounts payable | 423,000 | |||||||
Accrued expenses | 1,653,000 | |||||||
Deferred revenue | 3,110,000 | |||||||
Deferred tax liabilities | 1,775,000 | |||||||
Other liabilities | 1,276,000 | |||||||
Net assets acquired | 33,980,000 | |||||||
Consideration paid | ||||||||
Cash consideration, net of cash acquired | 19,800,000 | 18,030,000 | ||||||
Fair value of common stock issued | 15,950,000 | |||||||
Total | 35,700,000 | 33,980,000 | ||||||
CNL Software Limited | Acquired Technology | ||||||||
Assets acquired | ||||||||
Intangible assets other than goodwill | 2,150,000 | |||||||
CNL Software Limited | Trade Names | ||||||||
Assets acquired | ||||||||
Intangible assets other than goodwill | 1,080,000 | |||||||
CNL Software Limited | Customer Relationships | ||||||||
Assets acquired | ||||||||
Intangible assets other than goodwill | $ 5,500,000 | |||||||
One2Many Group B.V. | ||||||||
Assets acquired | ||||||||
Accounts receivable | $ 521,000 | |||||||
Other current assets | 1,441,000 | |||||||
Property and equipment | 19,000 | |||||||
Goodwill | 10,704,000 | |||||||
Other assets | 176,000 | |||||||
Total assets acquired | 17,511,000 | |||||||
Liabilities assumed | ||||||||
Accounts payable | 72,000 | |||||||
Accrued expenses | 636,000 | |||||||
Deferred revenue | 1,460,000 | |||||||
Deferred tax liabilities | 985,000 | |||||||
Other current liabilities | 136,000 | |||||||
Net assets acquired | 14,222,000 | |||||||
Consideration paid | ||||||||
Cash consideration, net of cash acquired | 5,500,000 | 6,563,000 | ||||||
Fair value of common stock issued | 5,469,000 | |||||||
Total | 13,100,000 | 14,222,000 | ||||||
Contingent consideration | 2,190,000 | |||||||
One2Many Group B.V. | Acquired Technology | ||||||||
Assets acquired | ||||||||
Intangible assets other than goodwill | 970,000 | |||||||
One2Many Group B.V. | Trade Names | ||||||||
Assets acquired | ||||||||
Intangible assets other than goodwill | 580,000 | |||||||
One2Many Group B.V. | Customer Relationships | ||||||||
Assets acquired | ||||||||
Intangible assets other than goodwill | $ 3,100,000 | |||||||
Techwan SA | ||||||||
Assets acquired | ||||||||
Accounts receivable | $ 441,000 | |||||||
Other current assets | 235,000 | |||||||
Goodwill | 13,380,000 | |||||||
Other assets | 254,000 | |||||||
Total assets acquired | 21,030,000 | |||||||
Liabilities assumed | ||||||||
Accrued expenses | 673,000 | |||||||
Deferred revenue | 1,190,000 | |||||||
Deferred tax liabilities | 940,000 | |||||||
Other current liabilities | 927,000 | |||||||
Net assets acquired | 17,300,000 | |||||||
Consideration paid | ||||||||
Cash consideration, net of cash acquired | 9,400,000 | 9,301,000 | ||||||
Fair value of common stock issued | 5,074,000 | |||||||
Acquisition-related deferred common stock consideration | 895,000 | |||||||
Total | 15,500,000 | 17,300,000 | ||||||
Contingent consideration | 2,030,000 | |||||||
Techwan SA | Acquired Technology | ||||||||
Assets acquired | ||||||||
Intangible assets other than goodwill | 1,140,000 | |||||||
Techwan SA | Trade Names | ||||||||
Assets acquired | ||||||||
Intangible assets other than goodwill | 580,000 | |||||||
Techwan SA | Customer Relationships | ||||||||
Assets acquired | ||||||||
Intangible assets other than goodwill | $ 5,000,000 | |||||||
NC4 Inc. and NC4 Public Sector LLC | ||||||||
Assets acquired | ||||||||
Accounts receivable | 2,611,000 | |||||||
Other current assets | 530,000 | |||||||
Property and equipment | 75,000 | |||||||
Goodwill | $ 40,400,000 | 40,384,000 | ||||||
Total assets acquired | 92,910,000 | |||||||
Liabilities assumed | ||||||||
Deferred revenue | 7,540,000 | |||||||
Other current liabilities | 917,000 | |||||||
Net assets acquired | 84,453,000 | |||||||
Consideration paid | ||||||||
Cash paid | 51,655,000 | |||||||
Cash consideration, net of cash acquired | $ 51,700,000 | |||||||
Fair value of common stock issued | 32,798,000 | |||||||
Total | $ 84,500,000 | 84,453,000 | ||||||
NC4 Inc. and NC4 Public Sector LLC | Acquired Technology | ||||||||
Assets acquired | ||||||||
Intangible assets other than goodwill | 5,210,000 | |||||||
NC4 Inc. and NC4 Public Sector LLC | Trade Names | ||||||||
Assets acquired | ||||||||
Intangible assets other than goodwill | 8,610,000 | |||||||
NC4 Inc. and NC4 Public Sector LLC | Customer Relationships | ||||||||
Assets acquired | ||||||||
Intangible assets other than goodwill | $ 35,490,000 |
Business Combinations - Summa_2
Business Combinations - Summary of Unaudited Pro Forma Results of Operations (Details) - NC4 Inc. and NC4 Public Sector LLC - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Business Acquisition [Line Items] | ||
Revenue, pro forma | $ 52,994 | $ 100,367 |
Net loss, pro forma | $ (13,598) | $ (29,618) |
Basic and Diluted Loss Per Share, pro forma | $ (0.41) | $ (0.90) |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2019USD ($)$ / sharesshares | Nov. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2020USD ($)d$ / shares | Jun. 30, 2018d | Dec. 31, 2019USD ($)$ / shares | |
0.125% Convertible Senior Notes Due 2024 | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 450,000,000 | $ 450,000,000 | $ 450,000,000 | ||
Debt instrument, interest rate | 0.125% | 0.125% | 0.125% | ||
Debt instrument, maturity date | Dec. 15, 2024 | Dec. 15, 2024 | |||
Debt instrument, interest rate terms | Interest is payable semiannually in arrears on June 15 and December 15 of each year, commencing on June 15, 2020. | ||||
Interest payment commencing date | Jun. 15, 2020 | ||||
Debt Conversion, initial conversion rate | shares | 8.8999 | ||||
Principal amount per note used in conversion rate | $ 1,000 | $ 1,000 | |||
Conversion price per share | $ / shares | $ 112.36 | $ 112.36 | |||
Shares issuable upon conversion of debt | shares | 4,000,000 | ||||
Number of trading days | d | 20 | ||||
Number of consecutive trading days | d | 30 | ||||
Percentage of last reported sale price to conversion price on each applicable trading day | 130.00% | ||||
Description of convertible notes at option of holders | On or after June 15, 2024 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2024 Notes at the conversion rate at any time regardless of whether the conditions set forth below have been met. | ||||
Redemption price, percentage | 100.00% | ||||
Implied interest rate | 5.16% | ||||
Debt instrument, fair value | $ 360,400,000 | ||||
Difference between aggregate principal amount and estimated fair value of liability component recorded in additional paid-in capital | 89,600,000 | ||||
Transaction costs attributable to liability component | 10,200,000 | ||||
Transaction costs attributable to equity component | $ 2,600,000 | ||||
Initial strike price of capped call options | $ / shares | $ 112.36 | ||||
Capped call options, cap price | $ / shares | $ 166.46 | ||||
Cost of purchased capped call options | $ 44,900,000 | $ 44,900,000 | |||
Share Price | $ / shares | $ 138.36 | ||||
0.125% Convertible Senior Notes Due 2024 | Scenario One | |||||
Debt Instrument [Line Items] | |||||
Number of trading days | d | 20 | ||||
Number of consecutive trading days | d | 30 | ||||
Percentage of last reported sale price to conversion price on each applicable trading day | 130.00% | ||||
0.125% Convertible Senior Notes Due 2024 | Scenario Two | |||||
Debt Instrument [Line Items] | |||||
Number of consecutive trading days | d | 10 | ||||
Percentage of last reported sale price to conversion price on each applicable trading day | 98.00% | ||||
Notes measurement period | 5 days | ||||
1.50% Convertible Senior Notes Due 2022 | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 92,000,000 | $ 115,000,000 | $ 92,000,000 | $ 92,000,000 | |
Debt instrument, interest rate | 1.50% | 1.50% | |||
Debt instrument, maturity date | Nov. 1, 2022 | Nov. 1, 2022 | |||
Debt instrument, interest rate terms | Interest is payable semiannually in arrears on May 1 and November 1 of each year, commencing on May 1, 2018 | ||||
Interest payment commencing date | May 1, 2018 | ||||
Debt Conversion, initial conversion rate | shares | 29.6626 | ||||
Principal amount per note used in conversion rate | $ 1,000 | ||||
Conversion price per share | $ / shares | $ 33.71 | ||||
Shares issuable upon conversion of debt | shares | 3,400,000 | ||||
Number of trading days | d | 20 | 30 | |||
Number of consecutive trading days | d | 30 | ||||
Percentage of last reported sale price to conversion price on each applicable trading day | 130.00% | ||||
Description of convertible notes at option of holders | On or after May 1, 2022, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2022 Notes at the conversion rate at any time regardless of whether the conditions set forth below have been met. | ||||
Redemption price, percentage | 100.00% | ||||
Implied interest rate | 6.93% | ||||
Debt instrument, fair value | $ 92,100,000 | ||||
Difference between aggregate principal amount and estimated fair value of liability component recorded in additional paid-in capital | $ 22,900,000 | ||||
Transaction costs attributable to liability component | $ 2,500,000 | ||||
Transaction costs attributable to equity component | 800,000 | ||||
Initial strike price of capped call options | $ / shares | $ 33.71 | ||||
Capped call options, cap price | $ / shares | 47.20 | ||||
Cost of purchased capped call options | 12,900,000 | ||||
Share Price | $ / shares | $ 138.36 | ||||
1.50% Convertible Senior Notes Due 2022 | Scenario One | |||||
Debt Instrument [Line Items] | |||||
Number of trading days | d | 20 | ||||
Number of consecutive trading days | d | 30 | ||||
Percentage of last reported sale price to conversion price on each applicable trading day | 130.00% | ||||
1.50% Convertible Senior Notes Due 2022 | Scenario Two | |||||
Debt Instrument [Line Items] | |||||
Number of consecutive trading days | d | 5 | ||||
Percentage of last reported sale price to conversion price on each applicable trading day | 98.00% | ||||
Notes measurement period | 5 days | ||||
1.50% Convertible Senior Notes Due 2022 Repurchase | |||||
Debt Instrument [Line Items] | |||||
Implied interest rate | 4.64% | 4.64% | |||
Repayments of debt | $ 57,800,000 | ||||
Repurchase of aggregate principal amount | $ 23,000,000 | 23,000,000 | |||
Loss on extinguishment of convertible notes | 1,400,000 | ||||
Remaining consideration allocated to reacquisition of equity component | 36,700,000 | ||||
Partially terminated capped call options | 5,800,000 | ||||
Option to Purchase | 0.125% Convertible Senior Notes Due 2024 | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 75,000,000 | $ 75,000,000 | |||
Option to Purchase | 1.50% Convertible Senior Notes Due 2022 | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 15,000,000 |
Convertible Senior Notes - Sche
Convertible Senior Notes - Schedule of Components of Convertible Senior Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Nov. 30, 2017 |
0.125% Convertible Senior Notes Due 2024 | |||
Liability component: | |||
Principal | $ 450,000 | $ 450,000 | |
Less: debt discount, net of amortization | (90,070) | (98,942) | |
Net carrying amount | 359,930 | 351,058 | |
Equity component | 86,133 | 86,133 | |
1.50% Convertible Senior Notes Due 2022 | |||
Liability component: | |||
Principal | 92,000 | 92,000 | $ 115,000 |
Less: debt discount, net of amortization | (10,699) | (12,776) | |
Net carrying amount | 81,301 | 79,224 | |
Equity component | $ (14,555) | $ (14,555) |
Convertible Senior Notes - Sc_2
Convertible Senior Notes - Schedule of Components of Convertible Senior Notes (Parenthetical) (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2020USD ($) | |
0.125% Convertible Senior Notes Due 2024 | |
Debt Instrument [Line Items] | |
Transaction costs in equity | $ 2.6 |
Tax of equity component | 0.9 |
1.50% Convertible Senior Notes Due 2022 | |
Debt Instrument [Line Items] | |
Transaction costs in equity | 0.8 |
Debt instrument, market premium excess of fair value | 36.7 |
Principal balance outstanding | $ 23 |
Convertible Senior Notes - Summ
Convertible Senior Notes - Summary of Total Interest Expense Recognized Related To Convertible Senior Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
0.125% Convertible Senior Notes Due 2024 | ||||
Debt Instrument [Line Items] | ||||
Amortization of debt discount and transaction costs | $ 4,466 | $ 8,872 | ||
Total interest expense | 4,606 | 9,153 | ||
0.125% Convertible Senior Notes Due 2024 | 0.125% coupon | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 140 | 281 | ||
1.50% Convertible Senior Notes Due 2022 | ||||
Debt Instrument [Line Items] | ||||
Amortization of debt discount and transaction costs | 1,047 | $ 1,223 | 2,077 | $ 2,424 |
Total interest expense | 1,392 | 1,656 | 2,767 | 3,289 |
1.50% Convertible Senior Notes Due 2022 | 1.50% Coupon | ||||
Debt Instrument [Line Items] | ||||
Interest expense | $ 345 | $ 433 | $ 690 | $ 865 |
Convertible Senior Notes - Su_2
Convertible Senior Notes - Summary of Total Interest Expense Recognized Related To Convertible Senior Notes (Parenthetical) (Details) | Jun. 30, 2020 | Dec. 31, 2019 | Nov. 30, 2017 |
0.125% Convertible Senior Notes Due 2024 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 0.125% | 0.125% | |
0.125% Convertible Senior Notes Due 2024 | 0.125% coupon | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 0.125% | ||
1.50% Convertible Senior Notes Due 2022 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 1.50% | 1.50% | |
1.50% Convertible Senior Notes Due 2022 | 1.50% Coupon | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 1.50% |
Convertible Senior Notes - Su_3
Convertible Senior Notes - Summary of Fair Value and Carrying Value of Convertible Senior Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
0.125% Convertible Senior Notes Due 2024 | Fair Value | ||
Debt Instrument [Line Items] | ||
Convertible senior notes | $ 615,155 | $ 450,414 |
0.125% Convertible Senior Notes Due 2024 | Carrying Value | ||
Debt Instrument [Line Items] | ||
Convertible senior notes | 359,930 | 351,058 |
1.50% Convertible Senior Notes Due 2022 | Fair Value | ||
Debt Instrument [Line Items] | ||
Convertible senior notes | 384,100 | 215,801 |
1.50% Convertible Senior Notes Due 2022 | Carrying Value | ||
Debt Instrument [Line Items] | ||
Convertible senior notes | $ 81,301 | $ 79,224 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, voting rights | Holders of common stock are entitled to one vote per share | |
Common stock, shares issued | 34,463,801 | 33,848,627 |
Common stock, shares outstanding | 34,463,801 | 33,848,627 |
Stock Plans and Stock-Based C_3
Stock Plans and Stock-Based Compensation - Additional Information (Details) | Sep. 15, 2016 |
2016 Equity Incentive Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Automatic increase percentage | 3.00% |
Stock Plans and Stock-Based C_4
Stock Plans and Stock-Based Compensation - 2016 Employee Stock Purchase Plan - Additional Information (Details) - USD ($) $ in Thousands | Sep. 15, 2016 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 11,278 | $ 8,282 | $ 21,588 | $ 16,131 | |
2016 Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Purchase price as percentage of fair market value of common stock | 85.00% | ||||
Shares purchased under the plan | 30,943 | 24,266 | |||
Stock-based compensation expense | 300 | $ 200 | $ 600 | $ 500 | |
Unrecognized compensation cost | $ 200 | $ 200 | |||
Cost amortized weighted-average period | 2 months 15 days | ||||
Maximum | 2016 Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Increase in number of shares reserved and available for issuance | 200,000 | ||||
Common Stock | 2016 Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Increase in number of shares reserved and available for issuance, percentage | 1.00% | ||||
Common Stock | Maximum | 2016 Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Purchase price, discount percentage | 15.00% |
Stock Plans and Stock-Based C_5
Stock Plans and Stock-Based Compensation - Stock Options - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 11,278 | $ 8,282 | $ 21,588 | $ 16,131 |
Intrinsic value of options exercised | 15,400 | 37,100 | ||
Intrinsic value of all outstanding options | 59,400 | 61,700 | 59,400 | 61,700 |
Total unrecognized compensation cost | 4,800 | 4,800 | ||
Proceeds from stock option exercises | $ 4,585 | $ 13,487 | ||
Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options vesting period | 4 years | |||
Stock options expiration period | 10 years | |||
Stock options granted | 0 | 0 | ||
Stock-based compensation expense | $ 1,000 | $ 1,600 | $ 1,900 | $ 3,500 |
Weighted-average amortization period | 1 year 4 months 24 days |
Stock Plans and Stock-Based C_6
Stock Plans and Stock-Based Compensation - Schedule of Assumptions Used in Determining Fair Value of Shares Issuable (Details) - 2016 Employee Stock Purchase Plan | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 months | 6 months |
Expected volatility | 55.00% | 45.00% |
Risk-free interest rate | 0.29% | 2.52% |
Dividend rate | 0.00% | 0.00% |
Stock Plans and Stock-Based C_7
Stock Plans and Stock-Based Compensation - Schedule of Assumptions Used in Determining Fair Value of Shares Issuable (Parenthetical) (Details) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
2016 Employee Stock Purchase Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Dividend rate | 0.00% | 0.00% |
Stock Plans and Stock-Based C_8
Stock Plans and Stock-Based Compensation - Schedule of Stock Option Activity (Details) | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock options outstanding, Beginning Balance | shares | 723,383 |
Stock options outstanding, Exercised | shares | (186,215) |
Stock options outstanding, Forfeited | shares | (2,993) |
Stock options outstanding, Ending Balance | shares | 534,175 |
Weighted average exercise price, Beginning Balance | $ / shares | $ 26.56 |
Weighted average exercise price, Exercised | $ / shares | 24.63 |
Weighted average exercise price, Forfeited | $ / shares | 32.23 |
Weighted average exercise price, Ending Balance | $ / shares | $ 27.21 |
Stock Plans and Stock-Based C_9
Stock Plans and Stock-Based Compensation - Schedule of Stock Options Outstanding, Vested and Expected to Vest and Exercisable (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Outstanding, Number of shares | 534,175 | 723,383 |
Outstanding, Remaining contractual life (years) | 7 years 3 days | |
Outstanding, Weighted-average exercise price | $ 27.21 | $ 26.56 |
Vested and expected to vest, Number of shares | 525,042 | |
Vested and expected to vest, Remaining contractual life (years) | 7 years | |
Vested and expected to vest, Weighted-average exercise price | $ 27.11 | |
Exercisable, Number of shares | 180,975 | |
Exercisable, Remaining contractual life (years) | 6 years 1 month 28 days | |
Exercisable, Weighted-average exercise price | $ 20.09 |
Stock Plans and Stock-Based _10
Stock Plans and Stock-Based Compensation - Schedule of Vested and Nonvested Stock Option Activity (Details) | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Options outstanding, Vested | shares | 180,975 |
Weighted average exercise price, Vested | $ / shares | $ 20.09 |
Options outstanding, Nonvested | shares | 353,200 |
Weighted average exercise price, Nonvested | $ / shares | $ 30.85 |
Stock Plans and Stock-Based _11
Stock Plans and Stock-Based Compensation - Restricted Stock Units - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 11,278 | $ 8,282 | $ 21,588 | $ 16,131 |
Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation, number of stock unit grants in period | 127,037 | |||
Stock-based compensation expense | 4,800 | $ 4,600 | $ 9,300 | $ 8,400 |
Number of stock units vested | 66,113 | |||
Weighted-average grant date fair values of units granted | $ 109.31 | $ 64.12 | ||
Fair values of stock units | $ 4,000 | $ 3,600 | ||
Unrecognized compensation expense | $ 37,900 | $ 37,900 | ||
Weighted-average amortization period | 2 years 5 months 19 days |
Stock Plans and Stock-Based _12
Stock Plans and Stock-Based Compensation - Performance-Based Restricted Stock Units - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 11,278 | $ 8,282 | $ 21,588 | $ 16,131 |
Performance-Based Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation, number of stock unit grants in period | 118,422 | |||
Stock-based compensation expense | 5,200 | $ 1,800 | $ 9,800 | $ 3,700 |
Award achievement probability percentage | 100.00% | |||
Weighted-average grant date fair values of units granted | $ 108.57 | $ 62.03 | ||
Number of stock units vested | 0 | 0 | ||
Unrecognized compensation expense | $ 31,600 | $ 31,600 | ||
Weighted-average amortization period | 1 year 9 months 25 days | |||
Performance-Based Restricted Stock Units | Tranche One | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation, compounded annual growth measurement period | 2 years | |||
Share-based compensation, vesting stock percentage | 50.00% | |||
Performance-Based Restricted Stock Units | Tranche Two | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation, compounded annual growth measurement period | 3 years | |||
Performance-Based Restricted Stock Units | Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation, thresholds percentage of revenue growth | 20.00% | |||
Share price | $ 82.23 | $ 54.83 | $ 82.23 | $ 54.83 |
Performance-Based Restricted Stock Units | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation, thresholds percentage of revenue growth | 40.00% | |||
Share price | $ 158.95 | $ 85.63 | $ 158.95 | $ 85.63 |
Stock Plans and Stock-Based _13
Stock Plans and Stock-Based Compensation - Summary of RSU and PSU Activity (Details) - Restricted Stock Units and Performance-Based Restricted Stock Units | 6 Months Ended |
Jun. 30, 2020shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Outstanding, Beginning Balance | 1,314,791 |
Number of Shares, Granted | 245,459 |
Number of Shares, Vested | (66,113) |
Number of Shares, Forfeited | (9,424) |
Number of Shares, Outstanding, Ending Balance | 1,484,713 |
Stock Plans and Stock-Based _14
Stock Plans and Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 11,278 | $ 8,282 | $ 21,588 | $ 16,131 |
Cost of Revenue | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 703 | 412 | 1,311 | 847 |
Sales and Marketing | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 3,917 | 2,547 | 7,525 | 4,915 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 2,298 | 2,692 | 4,172 | 4,166 |
General and Administrative Expenses | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 4,360 | $ 2,631 | $ 8,580 | $ 6,203 |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share - Schedule of Common Equivalent Shares were Excluded From Diluted Net Loss Per Share Calculation because their Inclusion would have been Anti-Dilutive (Details) - shares | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from diluted net loss per share | 8,752,802 | 5,469,319 |
Convertible Senior Notes | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from diluted net loss per share | 6,733,914 | 3,411,199 |
Stock-Based Compensation Grants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from diluted net loss per share | 2,018,888 | 2,058,120 |
Basic and Diluted Net Loss pe_4
Basic and Diluted Net Loss per Share - Additional Information (Details) - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 6 Months Ended | |
Dec. 31, 2019 | Nov. 30, 2017 | Jun. 30, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Amount of common stock reserved | 5.3 | ||
0.125% Convertible Senior Notes Due 2024 | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Payments to enter capped call options | $ 44.9 | $ 44.9 | |
Convertible debt Instrument, Issuance date, month and year | 2019-12 | ||
1.50% Convertible Senior Notes Due 2022 | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Payments to enter capped call options | $ 12.9 | ||
Convertible debt Instrument, Issuance date, month and year | 2017-11 | ||
Proceeds from capped call options | $ 5.8 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Line Items] | ||||
Provision for / benefit from income taxes | $ (1,504) | $ 138 | $ (2,205) | $ 432 |
Effective income tax rate | 7.26% | (1.16%) | 4.71% | (1.68%) |
Discrete tax expense (benefit) | $ 500 | |||
Unrecognized tax provision | 800 | $ 800 | ||
Unrecognized tax provision that would favorably impact effective tax rate | $ 800 | 800 | ||
US | ||||
Income Tax Disclosure [Line Items] | ||||
Discrete tax expense (benefit) | (1,000) | |||
Non-US | ||||
Income Tax Disclosure [Line Items] | ||||
Discrete tax expense (benefit) | $ (800) |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2020Segment | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Revenues Disaggregated by Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 65,377 | $ 48,405 | $ 124,277 | $ 91,224 |
United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 51,017 | 36,591 | 97,966 | 70,675 |
International | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 14,360 | $ 11,814 | $ 26,311 | $ 20,549 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Revenues Disaggregated by Revenue Source (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 65,377 | $ 48,405 | $ 124,277 | $ 91,224 |
Subscription Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 59,506 | 42,331 | 113,317 | 82,806 |
Professional Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 4,653 | 3,222 | 9,134 | 5,566 |
Software Licenses and Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 1,218 | $ 2,852 | $ 1,826 | $ 2,852 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | |||||
Deferred sales commissions current | $ 11,200,000 | $ 11,200,000 | $ 9,900,000 | ||
Deferred sales commissions noncurrent | 14,100,000 | 14,100,000 | 14,200,000 | ||
Amortization expense for the deferred costs | 2,800,000 | $ 2,000,000 | 5,700,000 | $ 3,600,000 | |
Impairment loss related to costs capitalized | 0 | $ 0 | |||
Subscription Services | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue recognized | 51,200,000 | $ 35,000,000 | 83,000,000 | $ 62,900,000 | |
Professional Services | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue recognized | 3,900,000 | 5,400,000 | |||
Revenue remaining performance obligation | 7,600,000 | 7,600,000 | |||
Subscription and Other Contracts | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue remaining performance obligation | $ 311,100,000 | $ 311,100,000 |
Revenue Recognition - Remaining
Revenue Recognition - Remaining Performance Obligations - Additional Information (Details 1) $ in Millions | Jun. 30, 2020USD ($) |
Subscription and Other Contracts | |
Disaggregation Of Revenue [Line Items] | |
Revenue remaining performance obligation | $ 311.1 |
Subscription and Other Contracts | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-07-01 | |
Disaggregation Of Revenue [Line Items] | |
Revenue remaining performance obligation | $ 176 |
Remaining performance obligation recognition period | 12 months |
Professional Services | |
Disaggregation Of Revenue [Line Items] | |
Revenue remaining performance obligation | $ 7.6 |
Professional Services | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-07-01 | |
Disaggregation Of Revenue [Line Items] | |
Revenue remaining performance obligation | $ 6.2 |
Remaining performance obligation recognition period | 12 months |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Leases [Abstract] | ||||
Lease expiration period start | 2020 | |||
Lease expiration period end | 2029 | |||
Operating lease expense | $ 1,613 | $ 1,142 | $ 2,977 | $ 2,285 |
Option to extend | true | |||
Operating lease, not yet commenced, description | As of June 30, 2020, we do not have any leases that have not yet commenced that create significant rights and obligations. |
Leases - Summary of Additional
Leases - Summary of Additional Information Related to Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Balance sheet information | |||
ROU assets | $ 16,089 | $ 13,071 | |
Lease liabilities, current | 4,172 | 3,567 | |
Lease liabilities, non-current | 15,528 | 11,823 | |
Total lease liabilities | $ 19,700 | $ 15,390 | |
Supplemental data | |||
Weighted average remaining lease term | 4 years 14 days | 4 years 1 month 9 days | |
Weighted average discount rate | 7.00% | 7.00% | |
Cash paid for amounts included in lease liabilities | $ 2,330 | $ 1,286 | |
ROU assets obtained in exchange for new lease obligations | $ 4,853 | $ 22,379 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Operating Lease Liabilities Payments Due [Abstract] | ||
2020 (for the remaining six months) | $ 2,557 | |
2021 | 5,193 | |
2022 | 4,915 | |
2023 | 4,794 | |
2024 | 2,344 | |
Thereafter | 3,650 | |
Total undiscounted lease payments | 23,453 | |
Less: imputed interest | (3,753) | |
Total lease liabilities | $ 19,700 | $ 15,390 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Lease Cost [Abstract] | |||||
Operating lease expense | $ 1,276 | $ 991 | $ 2,425 | $ 1,733 | |
Short-term lease expense | [1] | 337 | 151 | 552 | 552 |
Total | 1,613 | 1,142 | 2,977 | 2,285 | |
Less: Sublease income | (92) | (9) | (138) | (12) | |
Total lease expense | $ 1,521 | $ 1,133 | $ 2,839 | $ 2,273 | |
[1] | Short-term lease expense includes all leases with lease terms ranging from less than one month to one year. |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) - SnapComms - Subsequent Event $ in Millions | Aug. 04, 2020USD ($)shares |
Subsequent Event [Line Items] | |
Date of acquisition of business | Aug. 4, 2020 |
Total purchase price | $ 34.2 |
Cash paid | $ 13.2 |
Number of newly issued common stock | shares | 121,858 |
Deferred consideration | $ 3.3 |
Contingent payment | $ 5 |