Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 29, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Annual Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-38285 | |
Entity Registrant Name | BANDWIDTH INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 56-2242657 | |
Entity Address, Address Line One | 900 Main Campus Drive | |
Entity Address, City or Town | Raleigh | |
Entity Address, State or Province | NC | |
Entity Address, Postal Zip Code | 27606 | |
City Area Code | (800) | |
Local Phone Number | 808-5150 | |
Title of 12(b) Security | Class A Common Stock, par value $0.001 per share | |
Trading Symbol | BAND | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001514416 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus (i.e. Q1,Q2,Q3,FY) | Q2 | |
Amendment Flag | false | |
Class A voting common stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 23,338,746 | |
Class B voting common stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,965,170 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 165,310 | $ 331,453 |
Restricted cash | 884 | 836 |
Marketable securities | 137,562 | 0 |
Accounts receivable, net of allowance for doubtful accounts | 76,618 | 61,572 |
Deferred costs | 3,873 | 3,204 |
Prepaid expenses and other current assets | 20,366 | 15,820 |
Total current assets | 404,613 | 412,885 |
Property, plant and equipment, net | 69,459 | 69,604 |
Operating right-of-use asset, net | 13,211 | 14,061 |
Intangible assets, net | 185,855 | 211,217 |
Deferred costs, non-current | 5,081 | 4,676 |
Other long-term assets | 28,361 | 8,673 |
Goodwill | 317,736 | 344,423 |
Total assets | 1,024,316 | 1,065,539 |
Current liabilities: | ||
Accounts payable | 19,543 | 9,142 |
Accrued expenses and other current liabilities | 62,329 | 65,921 |
Current portion of deferred revenue | 6,520 | 6,248 |
Advanced billings | 6,184 | 6,380 |
Operating lease liability, current | 7,136 | 5,807 |
Total current liabilities | 101,712 | 93,498 |
Other liabilities | 8,081 | 6,018 |
Operating lease liability, net of current portion | 8,527 | 10,958 |
Deferred revenue, net of current portion | 8,310 | 7,634 |
Deferred tax liability | 41,373 | 48,396 |
Convertible senior notes | 636,474 | 486,440 |
Total liabilities | 804,477 | 652,944 |
Stockholders’ equity: | ||
Class A and Class B common stock | 25 | 25 |
Additional paid-in capital | 354,662 | 502,477 |
Accumulated deficit | (81,179) | (76,867) |
Accumulated other comprehensive loss | (53,669) | (13,040) |
Total stockholders’ equity | 219,839 | 412,595 |
Total liabilities and stockholders’ equity | $ 1,024,316 | $ 1,065,539 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 136,489 | $ 120,658 | $ 267,853 | $ 234,137 |
Cost of revenue | 81,085 | 67,177 | 157,035 | 129,498 |
Gross profit | 55,404 | 53,481 | 110,818 | 104,639 |
Operating expenses: | ||||
Research and development | 24,264 | 16,390 | 46,691 | 33,179 |
Sales and marketing | 23,327 | 20,205 | 46,479 | 39,315 |
General and administrative | 16,863 | 15,952 | 33,568 | 31,248 |
Total operating expenses | 64,454 | 52,547 | 126,738 | 103,742 |
Operating (loss) income | (9,050) | 934 | (15,920) | 897 |
Other income (expense), net | 2,385 | (7,590) | 2,620 | (13,201) |
Loss before income taxes | (6,665) | (6,656) | (13,300) | (12,304) |
Income tax benefit (provision) | 417 | (272) | 238 | 60 |
Net loss | $ (6,248) | $ (6,928) | $ (13,062) | $ (12,244) |
Net loss per share, basic and diluted | ||||
Basic (in usd per share) | $ (0.25) | $ (0.28) | $ (0.52) | $ (0.49) |
Diluted (in usd per share) | $ (0.25) | $ (0.28) | $ (0.52) | $ (0.49) |
Weighted average number of common shares outstanding, basic and diluted | ||||
Weighted average number of common shares outstanding, basic (in shares) | 25,279,615 | 25,096,026 | 25,249,998 | 25,056,208 |
Weighted average number of common shares outstanding, diluted (in shares) | 25,279,615 | 25,096,026 | 25,249,998 | 25,056,208 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (6,248) | $ (6,928) | $ (13,062) | $ (12,244) |
Other comprehensive (loss) income | ||||
Unrealized loss on marketable securities, net of income taxes | (338) | 0 | (338) | 0 |
Foreign currency translation, net of income taxes | (29,775) | 6,015 | (40,291) | (17,170) |
Other comprehensive (loss) income | (30,113) | 6,015 | (40,629) | (17,170) |
Total comprehensive loss | $ (36,361) | $ (913) | $ (53,691) | $ (29,414) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders’ Equity - USD ($) $ in Thousands | Total | Adjustment to opening retained earnings due to adoption of ASU 2020-06 | Class A voting common stock | Class B voting common stock | Common stock Class A voting common stock | Common stock Class B voting common stock | Additional paid-in capital | Additional paid-in capital Adjustment to opening retained earnings due to adoption of ASU 2020-06 | Accumulated other comprehensive (loss) income | Accumulated deficit | Accumulated deficit Adjustment to opening retained earnings due to adoption of ASU 2020-06 |
Beginning balance (in shares) at Dec. 31, 2020 | 22,413,004 | 2,496,125 | |||||||||
Beginning balance at Dec. 31, 2020 | $ 429,923 | $ 22 | $ 2 | $ 451,463 | $ 27,941 | $ (49,505) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Issuance of debt conversion option | 66,908 | 66,908 | |||||||||
Debt conversion option issuance costs, net of tax | (2,049) | (2,049) | |||||||||
Capped call option purchase price | (25,500) | (25,500) | |||||||||
Exercises of vested stock options (in shares) | 57,817 | ||||||||||
Exercises of vested stock options | 753 | 753 | |||||||||
Vesting of restricted stock units (in shares) | 141,707 | ||||||||||
Equity awards withheld for tax liability (in shares) | (19,879) | ||||||||||
Equity awards withheld for tax liability | (3,187) | (3,187) | |||||||||
Conversion of Class B voting common stock to Class A voting common stock (in shares) | 280,955 | (280,955) | |||||||||
Conversion of Class B voting common stock to Class A voting common stock | 1 | $ 1 | |||||||||
Foreign currency translation | (23,185) | (23,185) | |||||||||
Stock-based compensation | 4,390 | 4,390 | |||||||||
Net loss | (5,316) | (5,316) | |||||||||
Ending balance (in shares) at Mar. 31, 2021 | 22,873,604 | 2,215,170 | |||||||||
Ending balance at Mar. 31, 2021 | 442,738 | $ 23 | $ 2 | 492,778 | 4,756 | (54,821) | |||||
Beginning balance (in shares) at Dec. 31, 2020 | 22,413,004 | 2,496,125 | |||||||||
Beginning balance at Dec. 31, 2020 | 429,923 | $ 22 | $ 2 | 451,463 | 27,941 | (49,505) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Unrealized loss on marketable securities | 0 | ||||||||||
Net loss | (12,244) | ||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 22,891,667 | 2,215,170 | |||||||||
Ending balance at Jun. 30, 2021 | $ 445,013 | $ 23 | $ 2 | 495,966 | 10,771 | (61,749) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Accounting Standards Update | Accounting Standards Update 2020-06 | ||||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 22,413,004 | 2,496,125 | |||||||||
Beginning balance at Dec. 31, 2020 | $ 429,923 | $ 22 | $ 2 | 451,463 | 27,941 | (49,505) | |||||
Ending balance (in shares) at Dec. 31, 2021 | 23,177,988 | 1,965,170 | 23,177,988 | 1,965,170 | |||||||
Ending balance at Dec. 31, 2021 | 412,595 | $ (147,498) | $ 23 | $ 2 | 502,477 | $ (156,248) | (13,040) | (76,867) | $ 8,750 | ||
Beginning balance (in shares) at Mar. 31, 2021 | 22,873,604 | 2,215,170 | |||||||||
Beginning balance at Mar. 31, 2021 | 442,738 | $ 23 | $ 2 | 492,778 | 4,756 | (54,821) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Debt conversion option issuance costs, net of tax | 30 | 30 | |||||||||
Exercises of vested stock options (in shares) | 4,406 | ||||||||||
Exercises of vested stock options | 46 | 46 | |||||||||
Vesting of restricted stock units (in shares) | 15,605 | ||||||||||
Equity awards withheld for tax liability (in shares) | (1,948) | ||||||||||
Equity awards withheld for tax liability | (265) | (265) | |||||||||
Foreign currency translation | 6,015 | 6,015 | |||||||||
Stock-based compensation | 3,377 | 3,377 | |||||||||
Net loss | (6,928) | (6,928) | |||||||||
Ending balance (in shares) at Jun. 30, 2021 | 22,891,667 | 2,215,170 | |||||||||
Ending balance at Jun. 30, 2021 | 445,013 | $ 23 | $ 2 | 495,966 | 10,771 | (61,749) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Exercises of vested stock options (in shares) | 8,700 | ||||||||||
Exercises of vested stock options | 101 | 101 | |||||||||
Vesting of restricted stock units (in shares) | 16,383 | ||||||||||
Equity awards withheld for tax liability (in shares) | (1,631) | ||||||||||
Equity awards withheld for tax liability | (154) | (154) | |||||||||
Conversion of Class B voting common stock to Class A voting common stock (in shares) | 250,000 | (250,000) | |||||||||
Conversion of Class B voting common stock to Class A voting common stock | 0 | ||||||||||
Foreign currency translation | (12,512) | (12,512) | |||||||||
Stock-based compensation | 3,825 | 3,825 | |||||||||
Net loss | (6,944) | (6,944) | |||||||||
Ending balance (in shares) at Sep. 30, 2021 | 23,165,119 | 1,965,170 | |||||||||
Ending balance at Sep. 30, 2021 | 429,329 | $ 23 | $ 2 | 499,738 | (1,741) | (68,693) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Exercises of vested stock options (in shares) | 3,062 | ||||||||||
Exercises of vested stock options | 23 | 23 | |||||||||
Vesting of restricted stock units (in shares) | 12,807 | ||||||||||
Equity awards withheld for tax liability (in shares) | (3,000) | ||||||||||
Equity awards withheld for tax liability | (229) | (229) | |||||||||
Foreign currency translation | (11,468) | (11,468) | |||||||||
Unrealized gain/loss on employee benefit pension plan | 169 | 169 | |||||||||
Stock-based compensation | 2,945 | 2,945 | |||||||||
Net loss | (8,174) | (8,174) | |||||||||
Ending balance (in shares) at Dec. 31, 2021 | 23,177,988 | 1,965,170 | 23,177,988 | 1,965,170 | |||||||
Ending balance at Dec. 31, 2021 | 412,595 | (147,498) | $ 23 | $ 2 | 502,477 | (156,248) | (13,040) | (76,867) | 8,750 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Exercises of vested stock options (in shares) | 16,095 | ||||||||||
Exercises of vested stock options | 125 | 125 | |||||||||
Vesting of restricted stock units (in shares) | 144,977 | ||||||||||
Equity awards withheld for tax liability (in shares) | (30,029) | ||||||||||
Equity awards withheld for tax liability | (1,751) | (1,751) | |||||||||
Foreign currency translation | (10,516) | (10,516) | |||||||||
Stock-based compensation | 5,346 | 5,346 | |||||||||
Net loss | (6,814) | (6,814) | |||||||||
Ending balance (in shares) at Mar. 31, 2022 | 23,309,031 | 1,965,170 | |||||||||
Ending balance at Mar. 31, 2022 | 251,487 | $ 23 | $ 2 | 349,949 | (23,556) | (74,931) | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 23,177,988 | 1,965,170 | 23,177,988 | 1,965,170 | |||||||
Beginning balance at Dec. 31, 2021 | $ 412,595 | $ (147,498) | $ 23 | $ 2 | 502,477 | $ (156,248) | (13,040) | (76,867) | $ 8,750 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Exercises of vested stock options (in shares) | 20,382 | ||||||||||
Unrealized loss on marketable securities | $ (338) | ||||||||||
Net loss | (13,062) | ||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 23,334,664 | 1,965,170 | 23,334,664 | 1,965,170 | |||||||
Ending balance at Jun. 30, 2022 | 219,839 | $ 23 | $ 2 | 354,662 | (53,669) | (81,179) | |||||
Beginning balance (in shares) at Mar. 31, 2022 | 23,309,031 | 1,965,170 | |||||||||
Beginning balance at Mar. 31, 2022 | 251,487 | $ 23 | $ 2 | 349,949 | (23,556) | (74,931) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Exercises of vested stock options (in shares) | 4,287 | ||||||||||
Exercises of vested stock options | 37 | 37 | |||||||||
Vesting of restricted stock units (in shares) | 28,351 | ||||||||||
Equity awards withheld for tax liability (in shares) | (7,005) | ||||||||||
Equity awards withheld for tax liability | (145) | (145) | |||||||||
Unrealized loss on marketable securities | (338) | (338) | |||||||||
Foreign currency translation | (29,775) | (29,775) | |||||||||
Stock-based compensation | 4,821 | 4,821 | |||||||||
Net loss | (6,248) | (6,248) | |||||||||
Ending balance (in shares) at Jun. 30, 2022 | 23,334,664 | 1,965,170 | 23,334,664 | 1,965,170 | |||||||
Ending balance at Jun. 30, 2022 | $ 219,839 | $ 23 | $ 2 | $ 354,662 | $ (53,669) | $ (81,179) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (13,062) | $ (12,244) |
Adjustments to reconcile net loss to net cash provided by operating activities | ||
Depreciation and amortization | 18,087 | 18,245 |
Non-cash reduction to the right-of-use asset | 3,724 | 2,785 |
Amortization of debt discount and issuance costs | 1,533 | 12,308 |
Stock-based compensation | 10,167 | 7,767 |
Deferred taxes and other | (2,187) | 549 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net of allowances | (16,672) | (8,159) |
Prepaid expenses and other assets | (10,497) | (4,486) |
Accounts payable | 11,742 | 1,118 |
Accrued expenses and other liabilities | 1,433 | (6,188) |
Operating right-of-use liability | (3,944) | (2,850) |
Net cash provided by operating activities | 324 | 8,845 |
Cash flows from investing activities | ||
Purchase of property and equipment | (9,035) | (7,703) |
Deposits for construction in progress | (14,545) | (3,000) |
Capitalized software development costs | (1,231) | (2,404) |
Purchase of land | 0 | (30,017) |
Proceeds from sale of land | 0 | 17,462 |
Purchase of marketable securities | (137,786) | 0 |
Proceeds from sales and maturities of other investments | 0 | 40,000 |
Net cash (used in) provided by investing activities | (162,597) | 14,338 |
Cash flows from financing activities | ||
Payments on finance leases | (126) | (105) |
Proceeds from issuance of convertible senior notes | 0 | 250,000 |
Purchase of Capped Call | 0 | (25,500) |
Payment of debt issuance costs | (487) | (7,544) |
Proceeds from exercises of stock options | 162 | 802 |
Value of equity awards withheld for tax liabilities | (1,937) | (3,456) |
Net cash (used in) provided by financing activities | (2,388) | 214,197 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (1,434) | 204 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (166,095) | 237,584 |
Cash, cash equivalents, and restricted cash, beginning of period | 332,289 | 81,437 |
Cash, cash equivalents, and restricted cash, end of period | 166,194 | 319,021 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 1,280 | 541 |
Cash paid for taxes, net | 528 | 300 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 3,404 | 0 |
Supplemental disclosure of noncash investing and financing activities | ||
Purchase of property and equipment, accrued but not paid | 778 | 4,049 |
Obligation included in basis of acquired land | 0 | 7,752 |
Lease incentive | 2,206 | 3,193 |
Obligation included in basis of land acquired by the Developer | 0 | 4,512 |
Equity awards withheld for tax liabilities, accrued but not paid | 85 | 242 |
Unrealized loss on marketable securities, accrued but not realized | $ 338 | $ 0 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business Bandwidth Inc. (together with its subsidiaries, “Bandwidth” or the “Company”) was founded in July 2000 and incorporated in Delaware on March 29, 2001. The Company’s headquarters are located in Raleigh, North Carolina. The Company is an international cloud-based, software-powered communications platform-as-a-service (“CPaaS”) provider that enables enterprises to create, scale and operate voice or messaging communications services across any mobile application or connected device. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
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 (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2022. The condensed consolidated balance sheet as of December 31, 2021, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures, including certain notes required by 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 and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year 2022 or any future period. Cost Alignment During the quarter ended March 31, 2022, the Company changed its presentation of certain costs to align with benchmarked definitions of cost of revenue, research and development, sales and marketing, and general and administrative expenses. As part of the benchmarked definitions, the Company has included allocations of facilities and shared IT costs based on employee headcount within the cost of revenue, research and development, sales and marketing, and general and administrative expense categories. Additionally, the product management function is now included in research and development rather than general and administrative as previously reported and the customer billing and collections function and the amortization of acquired customer relationship intangible assets are now included in sales and marketing rather than general and administrative as previously reported. Management believes use of the benchmarked definitions will increase comparability to peers and therefore usability of its financial statements. All periods presented have been conformed to the current definitions of cost of revenue, research and development, sales and marketing, and general and administrative expenses. There was no impact to revenue or net income for any periods presented. The condensed consolidated balance sheets, condensed consolidated statements of changes in stockholders’ equity and condensed consolidated statements of cash flows are not affected by these changes. The following is a comparison of the change in costs to the prior period: Three months ended June 30, 2021 Six months ended June 30, 2021 As reported As previously reported As reported As previously reported (In thousands) Statement of Operations Cost of revenue $ 67,177 $ 66,059 $ 129,498 $ 127,387 Research and development 16,390 12,817 33,179 26,150 Sales and marketing 20,205 12,584 39,315 24,576 General and administrative 15,952 28,264 31,248 55,127 Principles of Consolidation The condensed consolidated financial statements include the accounts of Bandwidth Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and judgments that affect the amounts reported in these financial statements and accompanying notes. These estimates in the condensed consolidated financial statements include, but are not limited to, allowance for doubtful accounts, reserve for expected credit losses, reserve for sales credits, recoverability of long lived and intangible assets, fair value of acquired intangible assets and goodwill, discount rates used in the valuation of right-of-use assets and lease liabilities, the fair value of the liability of the Company’s Convertible Notes (as defined herein), estimated period of benefit, valuation allowances on deferred tax assets, certain accrued expenses and contingencies, economic and demographic actuarial assumptions related to pension and other postretirement benefit costs and liabilities, estimated cash flows on asset retirement obligation. Although the Company believes that the estimates it uses are reasonable, due to the inherent uncertainty involved in making these estimates, actual results reported in future periods could differ from those estimates. Cash and Cash Equivalents The Company classifies all highly liquid investments with original stated maturities of three months or less from the date of purchase as cash equivalents. All highly liquid investments with original stated maturities of greater than three months from the date of purchase are classified as current marketable securities. Cash deposits are primarily in financial institutions in the United States. However, cash for monthly operating costs of international operations are deposited in banks outside the United States. The Company has a policy of making investments only with commercial institutions that have at least an investment grade credit rating. The Company utilizes money market funds as an investment option and only invests in AAA rated funds. Restricted Cash Restricted cash consists primarily of employee withholding tax liability and employee benefits contributions not yet remitted. The Company has classified this asset as a short-term asset in order to match the expected period of restriction. Marketable Securities The Company’s marketable securities consist of time deposits, U.S. treasury debt securities, commercial paper, and corporate debt securities. The Company classifies marketable securities as available-for-sale at the time of purchase and reevaluates such classification as of each balance sheet date. The Company may sell these securities at any time for use in current operations even if they have not yet reached maturity. As a result, the Company classifies investments with maturities greater than 90 days as marketable securities in the accompanying condensed consolidated balance sheets. Available-for-sale securities are recorded at fair value at the end of each reporting period. Unrealized gains and losses are excluded from earnings and recorded as a separate component within accumulated other comprehensive loss on the condensed consolidated balance sheets until realized. Interest income is reported within other income (expense), net on the condensed consolidated statements of operations. The Company evaluates its investments to assess whether the amortized cost basis is in excess of estimated fair value and determines what amount of that difference, if any, is caused by expected credit losses. Allowance for credit losses are recognized as a charge in other income (expense), net on the condensed consolidated statements of operations, and any remaining unrealized losses are included in accumulated other comprehensive loss on the condensed consolidated balance sheets. Due to the nature and investment grade of the Company’s marketable securities, there were no credit losses recorded for the three months ended June 30, 2022. There have been no impairment charges for any unrealized losses during the period. The Company determines realized gains and losses on the sale of marketable securities using the specific identification method and records such gains and losses in other income (expense), net on the condensed consolidated statements of operations. Accounts Receivable and Current Expected Credit Losses Accounts receivable are stated at realizable value, net of allowances, which includes an allowance for doubtful accounts and a reserve for expected credit losses. The allowance for doubtful accounts is based on management’s assessment of the collectability of its customer accounts. The Company regularly reviews the composition of the accounts receivable aging, historical bad debts, changes in payment patterns, customer creditworthiness, current economic trends, and reasonable and supportable forecasts about the future. Relevant risk characteristics include customer size and historical loss patterns. Management has evaluated the expected credit losses related to trade accounts receivable and determined that an allowance of approximately $0.9 million and $1.7 million for uncollectible accounts and customer balances that are disputed was required as of June 30, 2022 and December 31, 2021, respectively. Refer to Note 4, “Financial Statement Components” to these condensed consolidated financial statements, for a rollforward of the components of the allowances as of June 30, 2022 and December 31, 2021. The Company includes unbilled receivables in its accounts receivable balance. Generally, these receivables represent earned revenue from services provided to customers, which will be billed in the next billing cycle. All amounts are considered collectible and billable. As of June 30, 2022 and December 31, 2021, unbilled receivables were $35.7 million and $31.8 million, respectively. Concentration of Credit Risk Financial instruments that are exposed to concentration of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. Cash deposits may be in excess of insured limits. The Company believes that the financial institutions that hold its cash deposits are financially sound and, accordingly, minimal credit risk exists with respect to these balances. With regard to customers, credit evaluation and account monitoring procedures are used to minimize the risk of loss. The Company believes that no additional credit risk beyond amounts provided for by the allowance for doubtful accounts are inherent in accounts receivable. As of June 30, 2022, no individual customer represented more than 10% of the Company’s accounts receivable, net of allowance for doubtful accounts. As of December 31, 2021, one individual customer represented approximately 10%, respectively, of the Company’s accounts receivable, net of allowance for doubtful accounts. For the three and six months ended June 30, 2022 and 2021, no individual customer represented more than 10% of the Company’s revenue. Debt Issuance Costs The Company incurs debt issuance costs associated with obtaining and entering into credit agreements and issuing convertible notes. These costs customarily include non-refundable structuring fees, commitment fees, up-front fees and syndication expenses. The Company has a policy of deferring and amortizing these costs based on the effective interest method over the term of the credit agreements or the convertible notes, as applicable. Goodwill In accordance with Accounting Standards Codification (“ASC”) 350, “Intangibles - Goodwill and Other” (“ASC 350”), goodwill is not amortized, but rather is reviewed for impairment at the reporting unit level on the last day of the Company’s fourth quarter of each fiscal year, or when there is evidence that events or changes in circumstances indicate that the fair value of the reporting unit is less than the carrying amount of the reporting unit, including goodwill. The Company establishes its reporting units based on its current organizational structure and management’s view of the business. The Company has determined it has one reporting unit. Under ASC 350, the Company has the option to first assess qualitatively whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. In performing qualitative assessments, consistent with ASC 350-20-35-3C, the Company considers, among other factors, macroeconomic conditions (both in the United States and internationally), the Company’s overall financial performance (including, but not limited to, comparisons to prior periods, current period internal expectations, and comparable peer companies), broader industry and market considerations, and the trading price performance of the Company’s Class A common stock. As of June 30, 2022 and December 31, 2021, the Company has recorded goodwill of $317.7 million and $344.4 million, respectively. During the second quarter of 2022, the Company completed an interim qualitative assessment under ASC 350 to determine whether the existence of events or circumstances indicated that it was more likely than not that the fair value of its reporting unit was less than its respective carrying value. The Company concluded that based on the relevant events and circumstances, it was more likely than not that the reporting unit’s fair value exceeded its related carrying value and therefore no quantitative assessment was required. No goodwill impairment charges were recorded for the three and six months ended June 30, 2022 and 2021. Recently Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) , which is intended to address issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock, and enhances information transparency by making targeted improvements to the disclosures for convertible instruments and EPS guidance on the basis of feedback from financial statement users. ASU 2020-06 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption was permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted the new guidance on January 1, 2022 using the modified retrospective approach resulting in decreases in accumulated deficit of $8.8 million, additional paid in capital of $156.2 million, and deferred tax liability of $1.0 million. The Company also recorded an increase in the convertible notes balance of $148.4 million as a result of the reversal of the separation of the convertible debt between debt and equity. The adoption of this standard decreased the amount of non-cash interest expense to be recognized in current and future periods as a result of eliminating the discount associated with the equity component. For the three and six months ended June 30, 2022, the combined interest expense of the Convertible Notes was $6.8 million and $13.4 million lower, respectively, upon the adoption of ASU 2020-06. The number of diluted shares increased as a result of transitioning from the treasury stock method to the as-if converted method, but did not change the earnings per share for the three and six months ended June 30, 2022 and 2021 as the Company incurred a net loss in both reporting periods. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt —Modifications and Extinguishments (Subtopic 470-50), Compensation--Stock Compensation (Topic 718), and Derivatives and Hedging--Contracts in Entity’s Own Equity (Subtopic 815-40) , which is intended to provide clarity surrounding the treatment for a modification or an exchange of a freestanding equity-classified written call option. The amendments also provide guidance for the recognition and measurement of earnings-per-share (“EPS”) for certain modifications or exchanges of freestanding equity-classified written call options for entities that present EPS. The amendments do not affect a holder’s accounting for freestanding call options. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption was permitted, including adoption in an interim period. The Company adopted the new guidance on January 1, 2022. The Company did not have any modifications or exchanges of freestanding written call options classified in equity during the reporting period and therefore did not have an impact on its financial statements. Recent Accounting Pronouncements Not Yet Adopted The Company did not have any applicable recent accounting pronouncements not yet adopted. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value as of June 30, 2022 and December 31, 2021 because of the relatively short duration of these instruments. Marketable securities consist of corporate debt securities, U.S. treasury securities, and commercial paper not otherwise classified as cash equivalents. All marketable securities are considered to be available-for-sale and are recorded at their estimated fair values. Unrealized gain and losses for available-for-sale securities are recorded in other comprehensive (loss) income. The Company evaluated its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. The following tables summarize the assets measured at fair value as of June 30, 2022 and December 31, 2021: Amortized cost or carrying value Unrealized gains Unrealized losses Fair value measurements on a recurring basis Level 1 Level 2 Level 3 Total (In thousands) Financial assets: Cash and cash equivalents: Money market account $ 51,970 $ — $ — $ 51,970 $ — $ — $ 51,970 Time deposits 2,500 — — 2,500 — — 2,500 Corporate debt securities 398 — — — 398 — 398 Commercial paper 22,642 — — 22,642 — — 22,642 Total included in cash and cash equivalents $ 77,510 $ — $ — $ 77,112 $ 398 $ — $ 77,510 Marketable securities: Time deposits $ 9,545 $ — $ (19) $ 9,526 $ — $ — $ 9,526 U.S. treasury securities 17,279 — (82) 17,197 — — 17,197 Corporate debt securities 35,863 — (137) — 35,726 — 35,726 Commercial paper 75,213 — (100) 75,113 — — 75,113 Total marketable securities $ 137,900 $ — $ (338) $ 101,836 $ 35,726 $ — $ 137,562 Total financial assets $ 215,410 $ — $ (338) $ 178,948 $ 36,124 $ — $ 215,072 Fair value measurements on a recurring basis Level 1 Level 2 Level 3 Total (In thousands) Financial assets: Cash and cash equivalents: Money market account $ 241,157 $ — $ — $ 241,157 Total financial assets $ 241,157 $ — $ — $ 241,157 The Company classifies its marketable securities as current assets as they are available for current operating needs. The following table summarizes the contractual maturities of marketable securities as of June 30, 2022: Amortized cost Aggregate fair value (In thousands) Financial assets: Less than one year $ 137,900 $ 137,562 Total $ 137,900 $ 137,562 As of June 30, 2022, the marketable securities were in an unrealized loss position. The Company has determined that (i) it does not have the intent to sell any of these investments, and (ii) it is not more likely than not that it will be required to sell any of these investments before recovery of the entire amortized cost basis. As of June 30, 2022, the Company anticipates that it will recover the entire amortized cost basis of its marketable securities before maturity. During the three and six months ended June 30, 2022, there were no maturities of marketable securities. Interest earned on marketable securities was $0.2 million in the three and six months ended June 30, 2022 respectively. The interest is recorded in other income (expense), net, on the accompanying condensed consolidated statements of operations. As of June 30, 2022, the fair value of the 2026 Convertible Notes and 2028 Convertible Notes, as further described in Note 8, “Debt”, was approximately $280.0 million and $151.3 million, respectively. As of December 31, 2021, the fair value of the 2026 Convertible Notes and the 2028 Convertible Notes was approximately $427.1 million and $194.2 million, respectively. The fair value was determined based on the closing price for the Convertible Notes on the last trading day of the reporting period and is considered as Level 2 in the fair value hierarchy. |
Financial Statement Components
Financial Statement Components | 6 Months Ended |
Jun. 30, 2022 | |
Financial Statement Components [Abstract] | |
Financial Statement Components | 4. Financial Statement Components Accounts receivable, net of allowances consist of the following: As of June 30, As of December 31, 2022 2021 (In thousands) Trade accounts receivable $ 41,425 $ 31,036 Unbilled accounts receivable 35,719 31,786 Allowance for doubtful accounts and reserve for expected credit losses (945) (1,661) Other accounts receivable 419 411 Total accounts receivable, net $ 76,618 $ 61,572 Components of allowance for doubtful accounts and reserve for expected credit losses are as follows: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 (In thousands) Allowance for doubtful accounts: Balance, beginning of period $ (1,680) $ (1,218) $ (1,661) $ (1,203) Charged to bad debt expense, net of reversals 322 (258) 181 (306) Deductions (1) 381 118 492 128 Impact of foreign currency translation 32 (6) 43 17 Balance, end of period $ (945) $ (1,364) $ (945) $ (1,364) ________________________ (1) Write-off of uncollectible accounts after all collection efforts have been exhausted. Accrued expenses and other current liabilities consisted of the following: As of June 30, As of December 31, 2022 2021 (In thousands) Accrued expense $ 29,098 $ 31,264 Accrued compensation and benefits 14,871 19,042 Accrued sales, use, VAT and telecommunications related taxes 13,070 11,046 Current portion of finance lease 139 177 Income tax payable 4,471 3,420 Other accrued expenses 680 972 Total accrued expenses and other current liabilities $ 62,329 $ 65,921 |
Right-of-Use Asset and Lease Li
Right-of-Use Asset and Lease Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Right-of-Use Asset and Lease Liabilities | 5. Right-of-Use Asset and Lease Liabilities Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Operating lease expense attributable to lease payments is recognized on a straight-line basis over the lease term and is part of allocated facilities costs based on employee headcount within the cost of revenue, research and development, sales and marketing, and general and administrative expense categories on the Company’s condensed consolidated statements of operations. Finance leases result in the recognition of depreciation expense, which is recognized on a straight-line basis over the expected life of the leased asset, and interest expense, which is recognized following an effective interest rate method. Depreciation expense attributable to finance leases is included in operating expenses on the Company’s condensed consolidated statements of operations. The Company presents the operating leases in long-term assets and current and long-term liabilities in the accompanying condensed consolidated balance sheets. Finance leases are reported in property, plant and equipment, net, accrued expenses and other current liabilities, and other liabilities on the Company’s condensed consolidated balance sheets. The Company sub-leases approximately 17,073 square feet of office space to a related party, Relay, Inc. (f/k/a Republic Wireless, Inc.) (“Relay”). Future minimum sub-lease receipts required under the non-cancellable lease are as follows: As of June 30, 2022 (In thousands) 2022 (remaining) $ 19 As of June 30, 2022, the Company had various leased properties in the United States and internationally, with remaining lease terms of one month to 4.5 years, some of which include options to extend the leases for up to 5 years. None of the options to extend the leases are recognized in operating lease ROU assets or lease liabilities. The Company has one lease with an early-termination option, which it does not expect to exercise. The components of lease expense recorded in the consolidated statement of operations were as follows: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 (In thousands) Operating lease cost $ 2,090 $ 1,689 $ 4,228 $ 3,303 Finance lease cost: Depreciation of assets 44 58 94 105 Interest on lease liabilities 4 9 7 9 Sublease income (96) (96) (193) (192) Total net lease cost $ 2,042 $ 1,660 $ 4,136 $ 3,225 During the three and six months ended June 30, 2022, short-term operating lease expense was $0.1 million and $0.2 million, respectively. During the three and six months ended June 30, 2021, short-term operating lease expense was $0.4 million and $0.7 million, respectively. Supplemental balance sheet information related to leases was as follows: As of June 30, As of December 31, Leases Classification 2022 2021 (In thousands) Assets: Operating lease assets Operating right-of-use asset, net (1) $ 13,211 $ 14,061 Finance lease assets Property, plant and equipment, net (2) 342 373 Total leased assets $ 13,553 $ 14,434 Liabilities: Current Operating Operating lease liability, current $ 7,136 $ 5,807 Finance Accrued expenses and other current liabilities 139 177 Non-current Operating Operating lease liability, net of current portion 8,527 10,958 Finance Other liabilities 195 202 Total lease liabilities $ 15,997 $ 17,144 ________________________ (1) Operating lease assets are recorded net of accumulated amortization of $18.2 million and $14.8 million as of June 30, 2022 and December 31, 2021, respectively. (2) Finance lease assets are recorded net of accumulated depreciation of $0.3 million and $0.2 million as of June 30, 2022 and December 31, 2021, respectively. Supplemental cash flow and other information related to leases was as follows: Six months ended June 30, 2022 2021 (In thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 3,944 $ 2,850 Financing cash flows from finance leases 126 105 $ 4,070 $ 2,955 Weighted average remaining lease term (in years) Operating leases 2.48 3.36 Finance leases 2.36 2.72 Weighted average discount rate Operating leases 4.61 % 4.78 % Finance leases 4.51 % 4.00 % Maturities of lease liabilities were as follows: As of June 30, 2022 Operating Leases Finance Leases (In thousands) 2022 (remaining) $ 3,458 $ 81 2023 8,199 133 2024 2,597 91 2025 1,570 39 2026 637 11 Total lease payments 16,461 355 Less: imputed interest (798) (21) Total lease obligations 15,663 334 Less: current obligations (7,136) (139) Long-term lease obligations $ 8,527 $ 195 On June 4, 2021, the Company purchased approximately 40 acres of undeveloped land (the “Property”) in Raleigh, North Carolina, from the State of North Carolina (the “State”) for $30.0 million. Additionally, as consideration for the Property, the Company agreed to construct, at its expense, a parking lot and related improvements (the “Parking Improvements”) on land owned by the State adjacent to the Property. Subsequent to the purchase of the Property, the Company sold a portion of the Property constituting approximately 23.76 acres (the “Conveyed Parcel”) to USEF Edwards Mill Owner, LLC (the “Developer”) for $17.5 million. The Company retained approximately 17.06 acres of the Property, which was recorded at cost and is included in the Company’s condensed consolidated balance sheet as a component of property, plant and equipment, net. A lease incentive was recognized for the difference between the consideration received from the Developer for the Conveyed Parcel and the cost basis of the Conveyed Parcel and is included as a component of other liabilities on the condensed consolidated balance sheet. As of June 30, 2022, the balance of the lease incentive, including additional incentives obtained during project development, was $6.9 million. On May 27, 2021, the Company entered into a Lease Agreement (the “Lease”) with the Developer for the Conveyed Parcel, together with improvements for office and related infrastructure to be constructed thereon, collectively constituting approximately 534,000 gross square feet (the “Project”). The lease became effective upon closing of the sale of the Conveyed Parcel to the Developer. When construction of the Project is completed, the Company intends to relocate its corporate headquarters to the Project. The lease term will commence upon substantial completion of the final building to be delivered, as evidenced by a certificate of occupancy issued by the City of Raleigh (the “Commencement Date”), and continue for a period of twenty No ROU assets or lease liabilities have been recognized in connection with the lease as of June 30, 2022. Future lease payments are included in Note 12, “Commitments and Contingencies.” |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 6. Property, Plant and Equipment Property, plant and equipment, net consisted of the following: As of June 30, As of December 31, 2022 2021 (In thousands) Furniture and fixtures $ 2,199 $ 2,240 Computer and office equipment 5,714 5,419 Telecommunications equipment 76,304 76,963 Leasehold improvements 6,302 6,970 Software 6,296 6,942 Internal-use software development 22,987 22,917 Automobile 612 616 Land 19,475 17,269 Total cost 139,889 139,336 Less—accumulated depreciation (70,430) (69,732) Total property, plant and equipment, net $ 69,459 $ 69,604 The Company capitalized $0.5 million and $1.2 million of software development costs for the three and six months ended June 30, 2022, respectively, and $1.3 million and $2.4 million for the three and six months ended June 30, 2021, respectively. Amortization expense related to capitalized software development costs were $0.5 million and $1.0 million for the three and six months ended June 30, 2022, respectively, and $0.5 million and $0.9 million for the three and six months ended June 30, 2021, respectively. As of June 30, 2022, unamortized implementation costs related to cloud computing arrangements are $0.4 million, of which $0.2 million are included in prepaid expenses and other current assets and $0.2 million are included in other long-term assets. The Company leases automobiles under leases accounted for as finance leases with expiration dates ranging from September 23, 2022 to June 23, 2026. As of June 30, 2022, cost and accumulated depreciation of the assets under finance leases recorded by the Company were $0.6 million and $0.3 million, respectively. The Company recognized depreciation expense, which includes amortization of capitalized software development costs, as follows: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 (In thousands) Cost of revenue $ 3,362 $ 3,060 $ 6,738 $ 6,206 Research and development 565 509 1,157 962 Sales and marketing 347 289 681 573 General and administrative 309 480 611 773 Total depreciation expense $ 4,583 $ 4,338 $ 9,187 $ 8,514 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 7. Intangible Assets Intangible assets, net consisted of the following as of June 30, 2022: Gross Accumulated Net Carrying Amortization (In thousands) (In years) Customer relationships $ 143,111 $ (20,637) $ 122,474 15 - 20 Developed technology 75,308 (12,551) 62,757 10 Other, definite lived 2,828 (2,828) — 2 - 7 Licenses, indefinite lived 624 — 624 Indefinite Total intangible assets, net $ 221,871 $ (36,016) $ 185,855 Intangible assets, net consisted of the following as of December 31, 2021: Gross Accumulated Net Carrying Amortization (In thousands) (In years) Customer relationships $ 155,081 $ (16,861) $ 138,220 15 - 20 Developed technology 82,548 (10,315) 72,233 10 Other, definite lived 3,158 (3,158) — 2 - 7 Licenses, indefinite lived 764 — 764 Indefinite Total intangible assets, net $ 241,551 $ (30,334) $ 211,217 The Company recognized amortization expense as follows: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 (In thousands) Cost of revenue $ 1,934 $ 2,175 $ 3,966 $ 4,351 Sales and marketing 2,400 2,689 4,934 5,380 Total amortization expense $ 4,334 $ 4,864 $ 8,900 $ 9,731 The remaining weighted average amortization period for definite lived intangible assets is 11.5 years. Future estimated amortization expense for definite lived intangible assets is as follows: As of June 30, 2022 (In thousands) 2022 (remaining) $ 8,449 2023 16,898 2024 16,898 2025 16,898 2026 16,898 Thereafter 109,190 $ 185,231 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt Revolving Credit Facility On June 6, 2022, the Company entered into a credit agreement (the “Credit Agreement”) among the Company, as borrower, the lenders from time to time party thereto, and Silicon Valley Bank as administrative agent, issuing lender and swingline lender. The Credit Agreement provides for a $50.0 million revolving credit facility (the “Credit Facility”), including a $20.0 million sublimit for the issuance of letters of credit and a swingline subfacility of up to $5.0 million. The Credit Facility matures on June 6, 2025. Interest on borrowings under the Credit Facility accrues at an annual rate tied to a base rate or the Secured Overnight Financing Rate (“SOFR”), at the Company’s election. Loans based on SOFR bear interest at a rate equal to SOFR plus an applicable margin between 1.50% and 2.00% depending upon the Company’s consolidated adjusted quick ratio for the immediately preceding quarter, and loans based on the base rate bear interest at a rate equal to the base rate plus an applicable margin between 0.50% and 1.00% depending upon the Company’s consolidated adjusted quick ratio for the immediately preceding quarter. The Company is required to pay a quarterly commitment fee equal to 0.0625% on the unused portion of the borrowing commitment. The Credit Agreement requires that the Company meet a minimum quick ratio on a quarterly basis if the Company does not maintain the minimum liquidity amount of $70.0 million in cash and cash equivalents at all times. As of June 30, 2022, unamortized debt issuance costs were $0.5 million of which $0.1 million were included in prepaid expenses and other current assets and $0.4 million were included in other long-term assets. As of June 30, 2022, there were no borrowings under the Credit Facility and the Company was in compliance with all financial and non-financial covenants for all periods presented. The available borrowing capacity under the Credit Facility was $50.0 million as of June 30, 2022. Convertible Senior Notes and Capped Call Transactions 2026 Convertible Notes On February 28, 2020, the Company issued $400.0 million aggregate principal amount of 0.25% Convertible Notes due March 1, 2026 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act (the “2026 Convertible Notes”). The interest on the 2026 Convertible Notes is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2020. The 2026 Convertible Notes may bear special interest under specified circumstances relating to the Company’s failure to comply with its reporting obligations under the indenture governing the 2026 Convertible Notes (the “2026 Indenture”) or if the 2026 Convertible Notes are not freely tradeable as required by the 2026 Indenture. The 2026 Convertible Notes will mature on March 1, 2026, unless earlier repurchased, redeemed by the Company, or converted pursuant to their terms. The total net proceeds from the 2026 Convertible Notes, after deducting initial purchaser discounts, costs related to the 2026 Capped Calls (as defined herein), and debt issuance costs, paid by the Company, were approximately $344.7 million. Each $0.001 principal amount of the 2026 Convertible Notes is initially convertible into 10.9857 shares of the Company’s Class A common stock, par value $0.001 per share, which is equivalent to an initial conversion price of approximately $91.03 per share. The conversion rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of a make-whole fundamental change, as defined in the 2026 Indenture, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its 2026 Convertible Notes in connection with such make-whole fundamental change or during the relevant redemption period. The 2026 Convertible Notes will be redeemable in whole or in part at the Company’s option on or after March 6, 2023, but before the fortieth (40 th ) scheduled trading day before the maturity date, at a cash redemption price equal to 100% of the principal amount of the 2026 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, if the last reported sale price of the Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including, the trading day immediately before the date the redemption notices were sent; and the trading day immediately before such notices were sent. Prior to the close of business on the business day immediately preceding September 1, 2025, the 2026 Convertible Notes may be convertible at the option of the holders only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2020 (and only during such calendar quarter), if the last reported sale price per share of the Company’s Class A common stock exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $0.001 principal amount of 2026 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s Class A common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on its Class A common stock; and (4) if the Company calls such 2026 Convertible Notes for redemption. On or after September 1, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2026 Convertible Notes may, at their option, convert all or a portion of their 2026 Convertible Notes regardless of the foregoing conditions. Prior to and during the nine months ended September 30, 2021, the conditional conversion feature of the 2026 Convertible Notes was triggered as the last reported sale price of the Company’s Class A common stock was more than or equal to 130% of the conversion price for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on or after June 30, 2020 (the last trading day of the calendar quarter), and therefore the 2026 Convertible Notes were convertible, in whole or in part, at the option of the holders between July 1, 2020 through September 30, 2021. The conditional conversion feature of the 2026 Convertible Notes was not triggered from October 1, 2021 through June 30, 2022 as the last reported sale price of the Company’s Class A common stock was not more than or equal to 130% of the conversion price for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days (the last trading day of the calendar quarter). Whether the 2026 Convertible Notes will be convertible following such period will depend on the satisfaction of this condition or another conversion condition in the future. The Company continues to classify the 2026 Convertible Notes as a long-term liability in its condensed consolidated balance sheet as of June 30, 2022, based on contractual settlement provisions. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of Class A common stock, or a combination of cash and shares of Class A common stock, at the Company’s election. It is the Company’s current intent to settle the principal amount of the 2026 Convertible Notes with cash. No sinking fund is provided for the 2026 Convertible Notes. Upon the occurrence of a fundamental change (as defined in the 2026 Indenture) prior to the maturity date, holders may require the Company to repurchase all or a portion of the 2026 Convertible Notes for cash at a price equal to the principal amount of the 2026 Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In accounting for the issuance of the 2026 Convertible Notes, prior to the adoption of ASU 2020-06, the Company separated the 2026 Convertible Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $125.2 million and was determined by deducting the fair value of the liability component from the par value of the 2026 Convertible Notes. The difference represented the debt discount that was amortized to interest expense at an effective interest rate of 6.763% over the term of the 2026 Convertible Notes. The carrying amount of the equity component was $57.5 million and is recorded in additional paid-in-capital. The equity component was not remeasured as long as it continued to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount, or the debt discount, was amortized to interest expense at an annual effective interest rate of 6.907% over the contractual terms of the 2026 Convertible Notes. Upon adoption of ASU 2020-06 on January 1, 2022, the Company reversed the separation of the debt and equity component representing the conversion option and accounted for the 2026 Convertible Notes in their entirety as debt. The Company also reversed the amortization of the debt discount, with a cumulative adjustment to retained earnings on the adoption date. In accounting for the transaction costs related to the 2026 Convertible Notes, prior to the adoption of ASU 2020-06, the Company allocated the total amount incurred to the liability and equity components of the 2026 Convertible Notes based on the proportion of the proceeds allocated to the debt and equity components. Issuance costs attributable to the liability component were approximately $8.2 million, were recorded as an additional debt discount and amortized to interest expense using the effective interest method over the contractual terms of the 2026 Convertible Notes. Issuance costs attributable to the equity component of $3.7 million were netted with the equity component in stockholders’ equity. Upon adoption of ASU 2020-06 on January 1, 2022, the Company reversed the allocation of the issuance costs to the equity component and accounted for the entire amount as debt issuance cost that will be amortized as interest expense at an effective interest rate of 0.513% for the term of the 2026 Convertible Notes with a cumulative adjustment to retained earnings on the adoption date. 2028 Convertible Notes On March 16, 2021, the Company issued $250.0 million aggregate principal amount of 0.50% Convertible Notes due April 1, 2028 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act (the “2028 Convertible Notes” and, together with the 2026 Convertible Notes, the “Convertible Notes”). The interest on the 2028 Convertible Notes is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2021. The 2028 Convertible Notes may bear special interest under specified circumstances relating to the Company’s failure to comply with its reporting obligations under the indenture governing the 2028 Convertible Notes (the “2028 Indenture”) or if the 2028 Convertible Notes are not freely tradeable as required by the 2028 Indenture. The 2028 Convertible Notes will mature on April 1, 2028, unless earlier repurchased, redeemed by the Company, or converted pursuant to their terms. The total net proceeds from the 2028 Convertible Notes, after deducting initial purchaser discounts, costs related to the 2028 Capped Calls (as defined herein), and debt issuance costs, paid by the Company, were approximately $217.0 million. Each $0.001 principal amount of the 2028 Convertible Notes is initially convertible into 5.5781 shares of the Company’s Class A common stock, par value $0.001 per share, which is equivalent to an initial conversion price of approximately $179.27 per share. The conversion rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of a make-whole fundamental change, as defined in the 2028 Indenture, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its 2028 Convertible Notes in connection with such make-whole fundamental change or during the relevant redemption period. The 2028 Convertible Notes will be redeemable in whole or in part at the Company’s option on or after April 6, 2025, but before the fortieth (40 th ) scheduled trading day before the maturity date, at a cash redemption price equal to 100% of the principal amount of the 2028 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, if the last reported sale price of the Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including, the trading day immediately before the date the redemption notices were sent; and the trading day immediately before such notices were sent. On or after April 6, 2025 until the close of business on the scheduled trading day immediately preceding the maturity date, the 2028 Convertible Notes may be convertible at the option of the holders only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price per share of the Company’s Class A common stock exceeds 130% of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $0.001 principal amount of 2028 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s Class A common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on its Class A common stock; and (4) if the Company calls such 2028 Convertible Notes for redemption. On or after October 1, 2027, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2028 Convertible Notes may, at their option, convert all or a portion of their Convertible Notes regardless of the foregoing conditions. Prior to and during the three and six months ended June 30, 2022 and 2021, the conditional conversion feature of the 2028 Convertible Notes was not triggered as the last reported sale price of the Company’s Class A common stock was not more than or equal to 130% of the conversion price for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days (the last trading day of the calendar quarter). Whether the 2028 Convertible Notes will be convertible following such period will depend on the satisfaction of this condition or another conversion condition in the future. The Company continues to classify the 2028 Convertible Notes as a long-term liability in its condensed consolidated balance sheet as of June 30, 2022, based on contractual settlement provisions. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of Class A common stock, or a combination of cash and shares of Class A common stock, at the Company’s election. It is the Company’s current intent to settle the principal amount of the 2028 Convertible Notes with cash. No sinking fund is provided for the 2028 Convertible Notes. Upon the occurrence of a fundamental change (as defined in the 2028 Indenture) prior to the maturity date, holders may require the Company to repurchase all or a portion of the 2028 Convertible Notes for cash at a price equal to the principal amount of the 2028 Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In accounting for the issuance of the 2028 Convertible Notes, prior to the adoption of ASU 2020-06, the Company separated the 2028 Convertible Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $66.9 million and was determined by deducting the fair value of the liability component from the par value of the 2028 Convertible Notes. The difference represents the debt discount that was amortized to interest expense at an effective interest rate of 5.125% over the term of the 2028 Convertible Notes. The carrying amount of the equity component was $39.4 million and was recorded in additional paid-in-capital. The equity component was not remeasured as long as it continued to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount, or the debt discount, was amortized to interest expense at an annual effective interest rate of 4.959% over the contractual terms of the 2028 Convertible Notes. Upon adoption of ASU 2020-06 on January 1, 2022, the Company reversed the separation of the debt and equity component representing the conversion option and accounted for the 2028 Convertible Notes in their entirety as debt. The Company also reversed the amortization of the debt discount, with a cumulative adjustment to retained earnings on the adoption date In accounting for the transaction costs related to the 2028 Convertible Notes, prior to the adoption of ASU 2020-06, the Company allocated the total amount incurred to the liability and equity components of the 2028 Convertible Notes based on the proportion of the proceeds allocated to the debt and equity components. Issuance costs attributable to the liability component were approximately $5.5 million, were recorded as an additional debt discount and amortized to interest expense using the effective interest method over the contractual terms of the 2028 Convertible Notes. Issuance costs attributable to the equity component of $2.0 million were netted with the equity component in stockholders’ equity. Upon adoption of ASU 2020-06 on January 1, 2022, the Company reversed the allocation of the issuance costs to the equity component and accounted for the entire amount as debt issuance cost that will be amortized as interest expense at an effective interest rate of 0.442% for the term of the 2028 Convertible Notes with a cumulative adjustment to retained earnings on the adoption date. As discussed above, upon adoption of ASU 2020-06, the Company reversed the separation of the debt and equity components of the 2026 and 2028 Convertible Notes, and accounted for the Convertible Notes wholly as debt. Additionally, the issuance costs of the 2026 and 2028 Convertible Notes were accounted for as debt issuance costs in their entirety. There is no longer a net carrying amount for the equity component as of the adoption date, January 1, 2022. The net carrying amount of the liability components of the 2026 and 2028 Convertible Notes were as follows: As of June 30, As of December 31, 2022 2021 2026 Convertible Notes: (In thousands) Principal $ 400,000 $ 400,000 Unamortized discount N/A (92,034) Unamortized debt issuance costs (7,344) (6,043) 2026 Convertible Notes net carrying amount $ 392,656 $ 301,923 2028 Convertible Notes: Principal $ 250,000 $ 250,000 Unamortized discount N/A (60,488) Unamortized debt issuance costs (6,182) (4,995) 2028 Convertible Notes net carrying amount $ 243,818 $ 184,517 Total net carrying amount $ 636,474 $ 486,440 The net carrying amount of the equity components of the 2026 and 2028 Convertible Notes were as follows: As of June 30, As of December 31, 2022 2021 2026 Convertible Notes: (In thousands) Proceeds allocated to the conversion options (debt discount) N/A $ 125,152 Issuance costs N/A (3,742) 2026 Convertible Notes net carrying amount N/A $ 121,410 2028 Convertible Notes: Proceeds allocated to the conversion options (debt discount) N/A $ 66,908 Issuance costs N/A (2,019) 2028 Convertible Notes net carrying amount N/A $ 64,889 Total net carrying amount N/A $ 186,299 The following table sets forth the interest expense recognized related to the 2026 and 2028 Convertible Notes: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 2026 Convertible Notes: (In thousands) Contractual interest expense $ 250 $ 250 $ 500 $ 500 Amortization of debt discount (1) N/A 4,587 N/A 9,097 Amortization of debt issuance costs 496 301 991 597 Total interest expense related to the 2026 Convertible Notes $ 746 $ 5,138 $ 1,491 $ 10,194 2028 Convertible Notes: Contractual interest expense $ 313 $ 313 $ 626 $ 365 Amortization of debt discount (1) N/A 2,004 N/A 2,337 Amortization of debt issuance costs 265 166 530 194 Total interest expense related to the 2028 Convertible Notes $ 578 $ 2,483 $ 1,156 $ 2,896 Total interest expense $ 1,324 $ 7,621 $ 2,647 $ 13,090 ________________________ (1) Upon adoption of ASU 2020-06, the debt discount associated with the equity component on convertible debt outstanding was reversed, which resulted in a decrease in the amount of non-cash interest expense to be recognized going forward. In connection with the offering of the 2026 Convertible Notes and the 2028 Convertible Notes, the Company entered into privately negotiated capped call transactions with certain counterparties (the “2026 Capped Calls” and the “2028 Capped Calls,” respectively and, collectively, the “Capped Calls”). The 2026 Capped Calls and the 2028 Capped Calls each have an initial strike price of approximately $91.03 and $179.27 per share, respectively, subject to certain adjustments, which corresponds to the initial conversion price of the 2026 Convertible Notes and the 2028 Convertible Notes. The 2026 Capped Calls and the 2028 Capped Calls have initial cap prices of $137.40 and $260.76 per share subject to certain adjustments, respectively. The 2026 Capped Calls and the 2028 Capped Calls cover, subject to anti-dilution adjustments, approximately 4,394,276 and 1,394,525 shares of Class A common stock for the 2026 Convertible Notes and 2028 Convertible Notes, respectively. The Capped Calls are generally intended to reduce or offset the potential dilution to the Class A common stock upon any conversion of the 2026 Convertible Notes and 2028 Convertible Notes with such reduction or offset, as the case may be, subject to a cap based on the cap price. The Capped Calls expire on the earlier of (i) the last day on which any convertible securities remain outstanding and (ii) March 1, 2026 for the 2026 Capped Calls and April 1, 2028 for the 2028 Capped Calls, subject to earlier exercise. The Capped Calls are subject to either adjustment or termination upon the occurrence of specified extraordinary events affecting the Company, including a merger event, a tender offer, and a nationalization, insolvency or delisting involving the Company. In addition, the Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the Capped Calls, including changes in law, insolvency filings, and hedging disruptions. The Capped Call transactions are recorded in stockholders’ equity and are not accounted for as derivatives. The net cost of $43.3 million and $25.5 million incurred to purchase the 2026 Capped Calls and the 2028 Capped Calls, respectively, was recorded as a reduction to additional paid-in capital in the accompanying condensed consolidated balance sheets. The Convertible Notes are effectively subordinated to the Company’s future senior secured indebtedness, including the Credit Facility, to the extent of the value of the collateral securing that indebtedness. The Convertible notes are the senior, unsecured obligations of the Company and are equal in right of payment with the Company’s future senior unsecured indebtedness, if any, senior in right of payment to the Company’s existing and future |
Geographic Information
Geographic Information | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Geographic Information | 9. Geographic Information The Company’s long-lived assets were primarily held in the United States as of June 30, 2022 and December 31, 2021. As of June 30, 2022 and December 31, 2021, long-lived assets held outside of the United States were $10.3 million and $9.2 million, respectively. The Company generates its revenue primarily in the United States. Revenue by geographic area is detailed in the table below (which is determined based on the customer billing address): Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 (In thousands) United States $ 121,379 $ 106,905 $ 237,264 $ 207,703 International 15,110 13,753 30,589 26,434 Total $ 136,489 $ 120,658 $ 267,853 $ 234,137 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | 10. Stockholders’ Equity Preferred Stock As of June 30, 2022 and December 31, 2021, the Company had authorized 10,000,000 shares of undesignated preferred stock, par value $0.001, of which no shares were issued and outstanding. Common Stock As of June 30, 2022 and December 31, 2021, the Company had authorized 100,000,000 shares of Class A common stock, par value $0.001 per share, with one vote per share and 20,000,000 shares of Class B common stock, par value $0.001 per share, with ten votes per share. As of June 30, 2022, 23,334,664 and 1,965,170 shares of Class A common stock and Class B common stock, respectively, were issued and outstanding. As of December 31, 2021, 23,177,988 and 1,965,170 shares of Class A common stock and Class B common stock, respectively, were issued and outstanding. Shares of Class B common stock are convertible into shares of Class A common stock upon the stockholder’s voluntary written notice to the Company’s transfer agent or a transfer by the stockholder, subject to limited exceptions for transfers for estate planning purposes. Reserved Shares The Company had reserved shares of Class A common stock for issuance under stock-based award agreements as follows: As of June 30, As of December 31, 2022 2021 Stock options issued and outstanding 159,827 180,209 Nonvested restricted stock units issued and outstanding 920,610 344,486 Stock-based awards available for grant under the 2017 Plan 3,610,115 3,060,674 4,690,552 3,585,369 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation 2010 Stock Option Plan As of July 26, 2010, the Company adopted the 2010 Equity Compensation Plan (the “2010 Plan”). On November 9, 2017, the 2010 Plan was terminated in connection with the Company’s initial public offering. Accordingly, no shares are available for future issuance under the 2010 Plan. However, the 2010 Plan continues to govern the terms and conditions of the outstanding awards granted thereunder. 2017 Incentive Award Plan The Company’s 2017 Incentive Award Plan (the “2017 Plan”) became effective on November 9, 2017. The 2017 Plan provides for the grant of stock options, including incentive stock options and non-qualified stock options, stock appreciation rights, restricted stock, dividend equivalents, restricted stock units, and other stock or cash based awards to employees, consultants and directors of the Company. A total of 1,050,000 shares of the Company’s Class A common stock were originally reserved for issuance under the 2017 Plan. These available shares automatically increase each January 1, beginning on January 1, 2018, by 5% of the number of shares of the Company’s Class A common stock outstanding on the final day of the immediately preceding calendar year. On January 1, 2022, the shares available for grant under the 2017 Plan were automatically increased by 1,158,900 shares. The terms of the stock option grants are determined by the Company’s Board of Directors. The Company’s stock options vest based on terms of the stock option agreements, which is generally over four years. The stock options have a contractual life of ten years. Restricted stock units (“RSUs”) granted under the 2017 Plan are generally subject to a time-based vesting condition. The compensation expense related to these awards is based on the grant date fair value of the RSUs and is recognized on a ratable basis over the applicable service period. The Company granted RSUs to its non-employee members of the Board of Directors, some of which vested immediately while others vest 25% as of each calendar quarter immediately following the grant date. Certain RSUs awarded to executives vest over four years with 50% vesting in the first year in 12.5% increments on each calendar quarter immediately following the grant date and the remaining 50% earned over years two, three and four. Other RSUs awarded to executives and employees generally are earned over a service period of four years. Stock Options The following summarizes the stock option activity for the periods presented: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2021 180,209 $ 10.14 3.39 $ 11,104 Granted — — Exercised (20,382) 7.95 Forfeited or cancelled — — Outstanding as of June 30, 2022 159,827 $ 10.42 3.07 $ 1,385 Options vested and exercisable at June 30, 2022 159,827 $ 10.42 3.07 $ 1,385 Options vested and expected to vest as of June 30, 2022 159,827 $ 10.42 3.07 $ 1,385 Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 (In thousands) Aggregate intrinsic value of stock options exercised $ 59 $ 481 $ 634 $ 8,179 Total estimated grant date fair value of options vested — 24 — 45 Aggregate intrinsic value is computed based on the difference between the option exercise price and the fair value of the Company’s common stock as of June 30, 2022, based on the Company’s Class A common stock price as reported on the NASDAQ Global Select Market. No options were granted for the three and six months ended June 30, 2022 and 2021. As of June 30, 2022, the Company had no unrecognized compensation cost related to non-vested stock options. All outstanding stock options are fully vested. Restricted Stock Units The following summarizes the RSU activity for the period presented: Number of awards outstanding Weighted-average grant date fair value (Per share) Nonvested RSUs as of December 31, 2021 344,486 $ 82.38 Granted 812,849 53.78 Vested (173,328) 58.79 Forfeited or cancelled (63,397) 80.31 Nonvested RSUs as of June 30, 2022 920,610 $ 61.88 As of June 30, 2022, total unrecognized compensation cost related to non-vested RSUs was $50.2 million, which will be amortized over a weighted-average period of 3.18 years. Stock-Based Compensation Expense The Company recognized total stock-based compensation expense as follows: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 (In thousands) Cost of revenue $ 91 $ 94 $ 190 $ 195 Research and development 1,663 935 3,531 2,015 Sales and marketing 727 534 1,626 1,244 General and administrative 2,340 1,814 4,820 4,313 Total $ 4,821 $ 3,377 $ 10,167 $ 7,767 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Operating Leases The Company leases office space under operating lease agreements that expire over the next 4.5 years. See Note 5, “Right-of-Use Asset and Lease Liabilities” to the condensed consolidated financial statements, for additional details on the Company’s operating lease commitments. Contractual Obligations On October 25, 2015, the Company entered into an agreement with a telecommunications service provider. The service agreement requires the Company to pay a monthly recurring charge associated with the services received. The service agreement is non-cancellable and contains annual minimum commitments. On August 1, 2020, the Company amended the agreement to require annual minimum commitments of $0.3 million and $0.6 million in 2022 and 2021, respectively. In addition, as of June 30, 2022, the Company has $18.8 million in other non-cancellable purchase obligations, consisting of primarily network equipment maintenance and software license contracts, of which $15.1 million will be fulfilled within one year. On May 27, 2021, the Company entered into the Lease with the Developer for the Conveyed Parcel, together with the Project. The respective obligations of the Company and the Developer under the Lease were conditioned upon the Developer acquiring fee simple title to the Conveyed Parcel, which occurred on June 4, 2021. The Lease term will commence upon the Commencement Date and continue for the Initial Term. It is anticipated that the Commencement Date will occur in June 2023. If the Commencement Date does not occur within one hundred twenty twelve The Company has the option to renew the Initial Term for two ten-year periods. Base rent payments will begin on the Commencement Date. The initial base rent will increase by 1.85% on each anniversary of the Commencement Date. Total lease payments over the Initial Term are approximately $495.7 million. See Note 5, “Right-of-Use Asset and Lease Liabilities” to the condensed consolidated financial statements, for additional details on the Company's operating lease commitments. Legal Matters The Company is involved as a defendant in various litigation, including, but not limited to, lawsuits alleging that the Company failed to bill, collect and remit certain taxes and surcharges associated with the provision of 911 services pursuant to applicable laws in various jurisdictions. |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 13. Employee Benefit Plans The Company sponsors a U.S. defined contribution 401(k), which allows eligible U.S.-based employees to defer a portion of their compensation. The Company, at its discretion, may make matching contributions. With the acquisition of Voxbone S.A. on November 1, 2020, the Company assumed sponsorship for Voxbone S.A.’s U.S. defined contribution 401(k). In connection with that acquisition, the Company also assumed sponsorship for a non-U.S. defined contribution plan for which it pays fixed contributions into a separate entity. The Company has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current or prior periods. The contributions are recognized as employee benefit expense when they are due. The Company made matching contributions for the defined contribution plans of $1.0 million and $2.2 million for the three and six months ended June 30, 2022, respectively, and $0.8 million and $1.8 million for the three and six months ended June 30, 2021, respectively. In addition, as a result of the acquisition of Voxbone S.A., the Company assumed sponsorship for Voxbone S.A.’s non-U.S. defined benefit pension plans. The liability recognized is the present value of the defined benefit obligation at the end of the reporting period less the fair value of the plan assets and is included in other liabilities in the accompanying condensed consolidated balance sheets. The defined benefit obligation is calculated annually by an independent actuary using the Projected Unit Credit Method. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes At the end of each interim reporting period, the Company determines the income tax provision by using an estimate of the annual effective tax rate, adjusted for discrete items occurring in the quarter. The effective income tax rate reflects the effect of federal and state income taxes and the permanent impacts of differences in book and tax accounting. The Company’s effective tax rate was 6.3% and 1.8% for the three and six months ended June 30, 2022, respectively, and (4.1)% and 0.5% for the three and six months ended June 30, 2021, respectively. The increases in the effective tax rates are primarily due to an increase in tax benefit resulting from additional operating losses outside of the U.S. which are not offset by a valuation allowance. Judgment is required in determining whether deferred tax assets will be realized in full or in part. Management assesses the available positive and negative evidence on a jurisdictional basis to estimate if deferred tax assets will be recognized and when it is more likely than not that all or some deferred tax assets will not be realized, and a valuation allowance must be established. As of June 30, 2022, the Company continues to maintain a valuation allowance for its U.S. federal and state net deferred tax assets. The Company’s effective tax rate for the three and six months ended June 30, 2022 differed from the federal statutory tax rate of 21.0% in the U.S. primarily due to the valuation allowance recognized against federal |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | 15. Related Parties The Company has certain involvement with Relay, Inc. (f/k/a Republic Wireless, Inc.) (“Relay”) via ongoing services arrangements, including a Facilities Sharing Agreement and a Master Services Agreement. Amounts charged under these arrangements totaled $0.4 million and $0.8 million for the three and six months ended June 30, 2022, respectively, and $0.5 million and $0.9 million for the three and six months ended June 30, 2021, respectively. Amounts due under these arrangements totaled less than $0.1 million and $0.1 million as of June 30, 2022 and December 31, 2021, respectively. |
Basic and Diluted Loss per Comm
Basic and Diluted Loss per Common Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Loss per Common Share | 16. Basic and Diluted Loss per Common Share Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The Company is in a net loss position for the three and six months ended June 30, 2022 and 2021 and therefore diluted shares equals basic shares. The components of basic and diluted loss per share are as follows: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 (In thousands, except share and per share amounts) Earnings per share Net loss attributable to common stockholders $ (6,248) $ (6,928) $ (13,062) $ (12,244) Net loss per share, basic and diluted $ (0.25) $ (0.28) $ (0.52) $ (0.49) Weighted average number of common shares outstanding, basic and diluted 25,279,615 25,096,026 25,249,998 25,056,208 The following common share equivalents were excluded from the weighted average shares used to calculate net loss per common share because their effects would have been anti-dilutive: As of June 30, 2022 2021 Stock options issued and outstanding 159,827 191,971 Restricted stock units issued and outstanding 920,610 380,808 Convertible senior notes (1) (2) 5,788,805 1,509,313 Total 6,869,242 2,082,092 ________________________ (1) As of June 30, 2022, subsequent to adopting ASU 2020-06 as of January 1, 2022, the Company used the if-converted method to calculate the dilutive impact of the 2026 Convertible Notes and 2028 Convertible Notes on diluted income per share, if applicable. The Company expected to settle the principal amount of these notes in cash and any excess in shares of the Company’s Class A common stock. The diluted shares were calculated based on the initial conversion rate of 10.9857 and 5.5781 shares per $0.001 of the aggregate principal amount for the 2026 Convertible Notes and 2028 Convertible Notes, respectively. See Note 2, “Summary of Significant Accounting Policies” to the condensed consolidated financial statements, for additional details on the adoption of ASU 2020-06 and Note 8, “Debt” to the condensed consolidated financial statements, for additional details on the Company’s Convertible Notes. (2) As of June 30, 2021, the Company used the treasury stock method to calculate the dilutive impact of the 2026 Convertible Notes and the 2028 Convertible Notes because at that time the Company expected to settle the principal amount of these notes in cash and any excess in shares of the Company’s Class A common stock. As of June 30, 2021, the conversion spread, calculated using the average market price of Class A common stock during the period consistent with the treasury stock method, had a dilutive impact for the 2026 Convertible Notes on diluted net income per share of Class A common stock when the average market price of the Company’s Class A common stock for a given period exceeded the conversion price of $91.03 per share. As of June 30, 2021, the conversion spread for the 2028 Convertible Notes was anti-dilutive as the average market price of the Company’s Class A common stock for a given period did not exceed the conversion price of $179.27 per share. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
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 (“GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2022. The condensed consolidated balance sheet as of December 31, 2021, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures, including certain notes required by 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 and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year 2022 or any future period. |
Cost Alignment | Cost Alignment During the quarter ended March 31, 2022, the Company changed its presentation of certain costs to align with benchmarked definitions of cost of revenue, research and development, sales and marketing, and general and administrative expenses. As part of the benchmarked definitions, the Company has included allocations of facilities and shared IT costs based on employee headcount within the cost of revenue, research and development, sales and marketing, and general and administrative expense categories. Additionally, the product management function is now included in research and development rather than general and administrative as previously reported and the customer billing and collections function and the amortization of acquired customer relationship intangible assets are now included in sales and marketing rather than general and administrative as previously reported. Management believes use of the benchmarked definitions will increase comparability to peers and therefore usability of its financial statements. All periods presented have been conformed to the current definitions of cost of revenue, research and development, sales and marketing, and general and administrative expenses. There was no impact to revenue or net income for any periods presented. The condensed consolidated balance sheets, condensed consolidated statements of changes in stockholders’ equity and condensed consolidated statements of cash flows are not affected by these changes. The following is a comparison of the change in costs to the prior period: Three months ended June 30, 2021 Six months ended June 30, 2021 As reported As previously reported As reported As previously reported (In thousands) Statement of Operations Cost of revenue $ 67,177 $ 66,059 $ 129,498 $ 127,387 Research and development 16,390 12,817 33,179 26,150 Sales and marketing 20,205 12,584 39,315 24,576 General and administrative 15,952 28,264 31,248 55,127 |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of Bandwidth Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and judgments that affect the amounts reported in these financial statements and accompanying notes. These estimates in the condensed consolidated financial statements include, but are not limited to, allowance for doubtful accounts, reserve for expected credit losses, reserve for sales credits, recoverability of long lived and intangible assets, fair value of acquired intangible assets and goodwill, discount rates used in the valuation of right-of-use assets and lease liabilities, the fair value of the liability of the Company’s Convertible Notes (as defined herein), estimated period of benefit, valuation allowances on deferred tax assets, certain accrued expenses and contingencies, economic and demographic actuarial assumptions related to pension and other postretirement benefit costs and liabilities, estimated cash flows on asset retirement obligation. Although the Company believes that the estimates it uses are reasonable, due to the inherent uncertainty involved in making these estimates, actual results reported in future periods could differ from those estimates. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents The Company classifies all highly liquid investments with original stated maturities of three months or less from the date of purchase as cash equivalents. All highly liquid investments with original stated maturities of greater than three months from the date of purchase are classified as current marketable securities. Cash deposits are primarily in financial institutions in the United States. However, cash for monthly operating costs of international operations are deposited in banks outside the United States. The Company has a policy of making investments only with commercial institutions that have at least an investment grade credit rating. The Company utilizes money market funds as an investment option and only invests in AAA rated funds. Restricted Cash Restricted cash consists primarily of employee withholding tax liability and employee benefits contributions not yet remitted. The Company has classified this asset as a short-term asset in order to match the expected period of restriction. |
Marketable Securities | Marketable Securities The Company’s marketable securities consist of time deposits, U.S. treasury debt securities, commercial paper, and corporate debt securities. The Company classifies marketable securities as available-for-sale at the time of purchase and reevaluates such classification as of each balance sheet date. The Company may sell these securities at any time for use in current operations even if they have not yet reached maturity. As a result, the Company classifies investments with maturities greater than 90 days as marketable securities in the accompanying condensed consolidated balance sheets. Available-for-sale securities are recorded at fair value at the end of each reporting period. Unrealized gains and losses are excluded from earnings and recorded as a separate component within accumulated other comprehensive loss on the condensed consolidated balance sheets until realized. Interest income is reported within other income (expense), net on the condensed consolidated statements of operations. The Company evaluates its investments to assess whether the amortized cost basis is in excess of estimated fair value and determines what amount of that difference, if any, is caused by expected credit losses. Allowance for credit losses are recognized as a charge in other income (expense), net on the condensed consolidated statements of operations, and any remaining unrealized losses are included in accumulated other comprehensive loss on the condensed consolidated balance sheets. Due to the nature and investment grade of the Company’s marketable securities, there were no credit losses recorded for the three months ended June 30, 2022. There have been no impairment charges for any unrealized losses during the period. The Company determines realized gains and losses on the sale of marketable securities using the specific identification method and records such gains and losses in other income (expense), net on the condensed consolidated statements of operations. |
Accounts Receivable | Accounts Receivable and Current Expected Credit Losses Accounts receivable are stated at realizable value, net of allowances, which includes an allowance for doubtful accounts and a reserve for expected credit losses. The allowance for doubtful accounts is based on management’s assessment of the collectability of its customer accounts. The Company regularly reviews the composition of the accounts receivable aging, historical bad debts, changes in payment patterns, customer creditworthiness, current economic trends, and reasonable and supportable forecasts about the future. Relevant risk characteristics include customer size and historical loss patterns. Management has evaluated the expected credit losses related to trade accounts receivable and determined that an allowance of approximately $0.9 million and $1.7 million for uncollectible accounts and customer balances that are disputed was required as of June 30, 2022 and December 31, 2021, respectively. Refer to Note 4, “Financial Statement Components” to these condensed consolidated financial statements, for a rollforward of the components of the allowances as of June 30, 2022 and December 31, 2021. |
Current Expected Credit Losses | Accounts Receivable and Current Expected Credit Losses Accounts receivable are stated at realizable value, net of allowances, which includes an allowance for doubtful accounts and a reserve for expected credit losses. The allowance for doubtful accounts is based on management’s assessment of the collectability of its customer accounts. The Company regularly reviews the composition of the accounts receivable aging, historical bad debts, changes in payment patterns, customer creditworthiness, current economic trends, and reasonable and supportable forecasts about the future. Relevant risk characteristics include customer size and historical loss patterns. Management has evaluated the expected credit losses related to trade accounts receivable and determined that an allowance of approximately $0.9 million and $1.7 million for uncollectible accounts and customer balances that are disputed was required as of June 30, 2022 and December 31, 2021, respectively. Refer to Note 4, “Financial Statement Components” to these condensed consolidated financial statements, for a rollforward of the components of the allowances as of June 30, 2022 and December 31, 2021. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that are exposed to concentration of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. Cash deposits may be in excess of insured limits. The Company believes that the financial institutions that hold its cash deposits are financially sound and, accordingly, minimal credit risk exists with respect to these balances. |
Debt Issuance Costs | Debt Issuance CostsThe Company incurs debt issuance costs associated with obtaining and entering into credit agreements and issuing convertible notes. These costs customarily include non-refundable structuring fees, commitment fees, up-front fees and syndication expenses. The Company has a policy of deferring and amortizing these costs based on the effective interest method over the term of the credit agreements or the convertible notes, as applicable. |
Goodwill | Goodwill In accordance with Accounting Standards Codification (“ASC”) 350, “Intangibles - Goodwill and Other” (“ASC 350”), goodwill is not amortized, but rather is reviewed for impairment at the reporting unit level on the last day of the Company’s fourth quarter of each fiscal year, or when there is evidence that events or changes in circumstances indicate that the fair value of the reporting unit is less than the carrying amount of the reporting unit, including goodwill. The Company establishes its reporting units based on its current organizational structure and management’s view of the business. The Company has determined it has one reporting unit. Under ASC 350, the Company has the option to first assess qualitatively whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. In performing qualitative assessments, consistent with ASC 350-20-35-3C, the Company considers, among other factors, macroeconomic conditions (both in the United States and internationally), the Company’s overall financial performance (including, but not limited to, comparisons to prior periods, current period internal expectations, and comparable peer companies), broader industry and market considerations, and the trading price performance of the Company’s Class A common stock. |
Recently Adopted Accounting Standards and Recent Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) , which is intended to address issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock, and enhances information transparency by making targeted improvements to the disclosures for convertible instruments and EPS guidance on the basis of feedback from financial statement users. ASU 2020-06 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption was permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted the new guidance on January 1, 2022 using the modified retrospective approach resulting in decreases in accumulated deficit of $8.8 million, additional paid in capital of $156.2 million, and deferred tax liability of $1.0 million. The Company also recorded an increase in the convertible notes balance of $148.4 million as a result of the reversal of the separation of the convertible debt between debt and equity. The adoption of this standard decreased the amount of non-cash interest expense to be recognized in current and future periods as a result of eliminating the discount associated with the equity component. For the three and six months ended June 30, 2022, the combined interest expense of the Convertible Notes was $6.8 million and $13.4 million lower, respectively, upon the adoption of ASU 2020-06. The number of diluted shares increased as a result of transitioning from the treasury stock method to the as-if converted method, but did not change the earnings per share for the three and six months ended June 30, 2022 and 2021 as the Company incurred a net loss in both reporting periods. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt —Modifications and Extinguishments (Subtopic 470-50), Compensation--Stock Compensation (Topic 718), and Derivatives and Hedging--Contracts in Entity’s Own Equity (Subtopic 815-40) , which is intended to provide clarity surrounding the treatment for a modification or an exchange of a freestanding equity-classified written call option. The amendments also provide guidance for the recognition and measurement of earnings-per-share (“EPS”) for certain modifications or exchanges of freestanding equity-classified written call options for entities that present EPS. The amendments do not affect a holder’s accounting for freestanding call options. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption was permitted, including adoption in an interim period. The Company adopted the new guidance on January 1, 2022. The Company did not have any modifications or exchanges of freestanding written call options classified in equity during the reporting period and therefore did not have an impact on its financial statements. Recent Accounting Pronouncements Not Yet Adopted The Company did not have any applicable recent accounting pronouncements not yet adopted. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Changes in Costs to Prior Periods | The following is a comparison of the change in costs to the prior period: Three months ended June 30, 2021 Six months ended June 30, 2021 As reported As previously reported As reported As previously reported (In thousands) Statement of Operations Cost of revenue $ 67,177 $ 66,059 $ 129,498 $ 127,387 Research and development 16,390 12,817 33,179 26,150 Sales and marketing 20,205 12,584 39,315 24,576 General and administrative 15,952 28,264 31,248 55,127 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value on a Recurring Basis | The following tables summarize the assets measured at fair value as of June 30, 2022 and December 31, 2021: Amortized cost or carrying value Unrealized gains Unrealized losses Fair value measurements on a recurring basis Level 1 Level 2 Level 3 Total (In thousands) Financial assets: Cash and cash equivalents: Money market account $ 51,970 $ — $ — $ 51,970 $ — $ — $ 51,970 Time deposits 2,500 — — 2,500 — — 2,500 Corporate debt securities 398 — — — 398 — 398 Commercial paper 22,642 — — 22,642 — — 22,642 Total included in cash and cash equivalents $ 77,510 $ — $ — $ 77,112 $ 398 $ — $ 77,510 Marketable securities: Time deposits $ 9,545 $ — $ (19) $ 9,526 $ — $ — $ 9,526 U.S. treasury securities 17,279 — (82) 17,197 — — 17,197 Corporate debt securities 35,863 — (137) — 35,726 — 35,726 Commercial paper 75,213 — (100) 75,113 — — 75,113 Total marketable securities $ 137,900 $ — $ (338) $ 101,836 $ 35,726 $ — $ 137,562 Total financial assets $ 215,410 $ — $ (338) $ 178,948 $ 36,124 $ — $ 215,072 Fair value measurements on a recurring basis Level 1 Level 2 Level 3 Total (In thousands) Financial assets: Cash and cash equivalents: Money market account $ 241,157 $ — $ — $ 241,157 Total financial assets $ 241,157 $ — $ — $ 241,157 |
Schedule of Contractual Maturities of Marketable Securities | The following table summarizes the contractual maturities of marketable securities as of June 30, 2022: Amortized cost Aggregate fair value (In thousands) Financial assets: Less than one year $ 137,900 $ 137,562 Total $ 137,900 $ 137,562 |
Financial Statement Components
Financial Statement Components (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Financial Statement Components [Abstract] | |
Schedule of Accounts Receivable, net of Allowances | Accounts receivable, net of allowances consist of the following: As of June 30, As of December 31, 2022 2021 (In thousands) Trade accounts receivable $ 41,425 $ 31,036 Unbilled accounts receivable 35,719 31,786 Allowance for doubtful accounts and reserve for expected credit losses (945) (1,661) Other accounts receivable 419 411 Total accounts receivable, net $ 76,618 $ 61,572 Components of allowance for doubtful accounts and reserve for expected credit losses are as follows: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 (In thousands) Allowance for doubtful accounts: Balance, beginning of period $ (1,680) $ (1,218) $ (1,661) $ (1,203) Charged to bad debt expense, net of reversals 322 (258) 181 (306) Deductions (1) 381 118 492 128 Impact of foreign currency translation 32 (6) 43 17 Balance, end of period $ (945) $ (1,364) $ (945) $ (1,364) ________________________ (1) Write-off of uncollectible accounts after all collection efforts have been exhausted. |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: As of June 30, As of December 31, 2022 2021 (In thousands) Accrued expense $ 29,098 $ 31,264 Accrued compensation and benefits 14,871 19,042 Accrued sales, use, VAT and telecommunications related taxes 13,070 11,046 Current portion of finance lease 139 177 Income tax payable 4,471 3,420 Other accrued expenses 680 972 Total accrued expenses and other current liabilities $ 62,329 $ 65,921 |
Right-of-Use Asset and Lease _2
Right-of-Use Asset and Lease Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Receipts for Operating Lease | Future minimum sub-lease receipts required under the non-cancellable lease are as follows: As of June 30, 2022 (In thousands) 2022 (remaining) $ 19 |
Components of Lease Expense and Supplemental Cash Flow and Other Information | The components of lease expense recorded in the consolidated statement of operations were as follows: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 (In thousands) Operating lease cost $ 2,090 $ 1,689 $ 4,228 $ 3,303 Finance lease cost: Depreciation of assets 44 58 94 105 Interest on lease liabilities 4 9 7 9 Sublease income (96) (96) (193) (192) Total net lease cost $ 2,042 $ 1,660 $ 4,136 $ 3,225 Supplemental cash flow and other information related to leases was as follows: Six months ended June 30, 2022 2021 (In thousands) Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 3,944 $ 2,850 Financing cash flows from finance leases 126 105 $ 4,070 $ 2,955 Weighted average remaining lease term (in years) Operating leases 2.48 3.36 Finance leases 2.36 2.72 Weighted average discount rate Operating leases 4.61 % 4.78 % Finance leases 4.51 % 4.00 % |
Schedule of Supplemental Balance Sheet Lease Information | Supplemental balance sheet information related to leases was as follows: As of June 30, As of December 31, Leases Classification 2022 2021 (In thousands) Assets: Operating lease assets Operating right-of-use asset, net (1) $ 13,211 $ 14,061 Finance lease assets Property, plant and equipment, net (2) 342 373 Total leased assets $ 13,553 $ 14,434 Liabilities: Current Operating Operating lease liability, current $ 7,136 $ 5,807 Finance Accrued expenses and other current liabilities 139 177 Non-current Operating Operating lease liability, net of current portion 8,527 10,958 Finance Other liabilities 195 202 Total lease liabilities $ 15,997 $ 17,144 ________________________ (1) Operating lease assets are recorded net of accumulated amortization of $18.2 million and $14.8 million as of June 30, 2022 and December 31, 2021, respectively. (2) Finance lease assets are recorded net of accumulated depreciation of $0.3 million and $0.2 million as of June 30, 2022 and December 31, 2021, respectively. |
Schedule of Maturities of Operating Lease Liabilities | Maturities of lease liabilities were as follows: As of June 30, 2022 Operating Leases Finance Leases (In thousands) 2022 (remaining) $ 3,458 $ 81 2023 8,199 133 2024 2,597 91 2025 1,570 39 2026 637 11 Total lease payments 16,461 355 Less: imputed interest (798) (21) Total lease obligations 15,663 334 Less: current obligations (7,136) (139) Long-term lease obligations $ 8,527 $ 195 |
Schedule of Maturities of Finance Lease Liabilities | Maturities of lease liabilities were as follows: As of June 30, 2022 Operating Leases Finance Leases (In thousands) 2022 (remaining) $ 3,458 $ 81 2023 8,199 133 2024 2,597 91 2025 1,570 39 2026 637 11 Total lease payments 16,461 355 Less: imputed interest (798) (21) Total lease obligations 15,663 334 Less: current obligations (7,136) (139) Long-term lease obligations $ 8,527 $ 195 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, Net | Property, plant and equipment, net consisted of the following: As of June 30, As of December 31, 2022 2021 (In thousands) Furniture and fixtures $ 2,199 $ 2,240 Computer and office equipment 5,714 5,419 Telecommunications equipment 76,304 76,963 Leasehold improvements 6,302 6,970 Software 6,296 6,942 Internal-use software development 22,987 22,917 Automobile 612 616 Land 19,475 17,269 Total cost 139,889 139,336 Less—accumulated depreciation (70,430) (69,732) Total property, plant and equipment, net $ 69,459 $ 69,604 |
Schedule of Depreciation Expense | The Company recognized depreciation expense, which includes amortization of capitalized software development costs, as follows: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 (In thousands) Cost of revenue $ 3,362 $ 3,060 $ 6,738 $ 6,206 Research and development 565 509 1,157 962 Sales and marketing 347 289 681 573 General and administrative 309 480 611 773 Total depreciation expense $ 4,583 $ 4,338 $ 9,187 $ 8,514 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite Lived Intangible Assets | Intangible assets, net consisted of the following as of June 30, 2022: Gross Accumulated Net Carrying Amortization (In thousands) (In years) Customer relationships $ 143,111 $ (20,637) $ 122,474 15 - 20 Developed technology 75,308 (12,551) 62,757 10 Other, definite lived 2,828 (2,828) — 2 - 7 Licenses, indefinite lived 624 — 624 Indefinite Total intangible assets, net $ 221,871 $ (36,016) $ 185,855 Intangible assets, net consisted of the following as of December 31, 2021: Gross Accumulated Net Carrying Amortization (In thousands) (In years) Customer relationships $ 155,081 $ (16,861) $ 138,220 15 - 20 Developed technology 82,548 (10,315) 72,233 10 Other, definite lived 3,158 (3,158) — 2 - 7 Licenses, indefinite lived 764 — 764 Indefinite Total intangible assets, net $ 241,551 $ (30,334) $ 211,217 |
Schedule of Infinite Lived Intangible Assets | Intangible assets, net consisted of the following as of June 30, 2022: Gross Accumulated Net Carrying Amortization (In thousands) (In years) Customer relationships $ 143,111 $ (20,637) $ 122,474 15 - 20 Developed technology 75,308 (12,551) 62,757 10 Other, definite lived 2,828 (2,828) — 2 - 7 Licenses, indefinite lived 624 — 624 Indefinite Total intangible assets, net $ 221,871 $ (36,016) $ 185,855 Intangible assets, net consisted of the following as of December 31, 2021: Gross Accumulated Net Carrying Amortization (In thousands) (In years) Customer relationships $ 155,081 $ (16,861) $ 138,220 15 - 20 Developed technology 82,548 (10,315) 72,233 10 Other, definite lived 3,158 (3,158) — 2 - 7 Licenses, indefinite lived 764 — 764 Indefinite Total intangible assets, net $ 241,551 $ (30,334) $ 211,217 |
Schedule of Amortization Expense | The Company recognized amortization expense as follows: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 (In thousands) Cost of revenue $ 1,934 $ 2,175 $ 3,966 $ 4,351 Sales and marketing 2,400 2,689 4,934 5,380 Total amortization expense $ 4,334 $ 4,864 $ 8,900 $ 9,731 |
Schedule of Future Estimated Amortization Expense | Future estimated amortization expense for definite lived intangible assets is as follows: As of June 30, 2022 (In thousands) 2022 (remaining) $ 8,449 2023 16,898 2024 16,898 2025 16,898 2026 16,898 Thereafter 109,190 $ 185,231 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Net Carrying Amount of Liability and Equity Component of Notes | The net carrying amount of the liability components of the 2026 and 2028 Convertible Notes were as follows: As of June 30, As of December 31, 2022 2021 2026 Convertible Notes: (In thousands) Principal $ 400,000 $ 400,000 Unamortized discount N/A (92,034) Unamortized debt issuance costs (7,344) (6,043) 2026 Convertible Notes net carrying amount $ 392,656 $ 301,923 2028 Convertible Notes: Principal $ 250,000 $ 250,000 Unamortized discount N/A (60,488) Unamortized debt issuance costs (6,182) (4,995) 2028 Convertible Notes net carrying amount $ 243,818 $ 184,517 Total net carrying amount $ 636,474 $ 486,440 The net carrying amount of the equity components of the 2026 and 2028 Convertible Notes were as follows: As of June 30, As of December 31, 2022 2021 2026 Convertible Notes: (In thousands) Proceeds allocated to the conversion options (debt discount) N/A $ 125,152 Issuance costs N/A (3,742) 2026 Convertible Notes net carrying amount N/A $ 121,410 2028 Convertible Notes: Proceeds allocated to the conversion options (debt discount) N/A $ 66,908 Issuance costs N/A (2,019) 2028 Convertible Notes net carrying amount N/A $ 64,889 Total net carrying amount N/A $ 186,299 |
Schedule of Interest Income and Interest Expense Disclosure | The following table sets forth the interest expense recognized related to the 2026 and 2028 Convertible Notes: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 2026 Convertible Notes: (In thousands) Contractual interest expense $ 250 $ 250 $ 500 $ 500 Amortization of debt discount (1) N/A 4,587 N/A 9,097 Amortization of debt issuance costs 496 301 991 597 Total interest expense related to the 2026 Convertible Notes $ 746 $ 5,138 $ 1,491 $ 10,194 2028 Convertible Notes: Contractual interest expense $ 313 $ 313 $ 626 $ 365 Amortization of debt discount (1) N/A 2,004 N/A 2,337 Amortization of debt issuance costs 265 166 530 194 Total interest expense related to the 2028 Convertible Notes $ 578 $ 2,483 $ 1,156 $ 2,896 Total interest expense $ 1,324 $ 7,621 $ 2,647 $ 13,090 ________________________ (1) Upon adoption of ASU 2020-06, the debt discount associated with the equity component on convertible debt outstanding was reversed, which resulted in a decrease in the amount of non-cash interest expense to be recognized going forward. |
Geographic Information (Tables)
Geographic Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Geographical Area | The Company generates its revenue primarily in the United States. Revenue by geographic area is detailed in the table below (which is determined based on the customer billing address): Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 (In thousands) United States $ 121,379 $ 106,905 $ 237,264 $ 207,703 International 15,110 13,753 30,589 26,434 Total $ 136,489 $ 120,658 $ 267,853 $ 234,137 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of Reserved Shares of Common Stock for Issuance | The Company had reserved shares of Class A common stock for issuance under stock-based award agreements as follows: As of June 30, As of December 31, 2022 2021 Stock options issued and outstanding 159,827 180,209 Nonvested restricted stock units issued and outstanding 920,610 344,486 Stock-based awards available for grant under the 2017 Plan 3,610,115 3,060,674 4,690,552 3,585,369 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following summarizes the stock option activity for the periods presented: Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2021 180,209 $ 10.14 3.39 $ 11,104 Granted — — Exercised (20,382) 7.95 Forfeited or cancelled — — Outstanding as of June 30, 2022 159,827 $ 10.42 3.07 $ 1,385 Options vested and exercisable at June 30, 2022 159,827 $ 10.42 3.07 $ 1,385 Options vested and expected to vest as of June 30, 2022 159,827 $ 10.42 3.07 $ 1,385 Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 (In thousands) Aggregate intrinsic value of stock options exercised $ 59 $ 481 $ 634 $ 8,179 Total estimated grant date fair value of options vested — 24 — 45 |
Schedule of Restricted Stock Unit Activity | The following summarizes the RSU activity for the period presented: Number of awards outstanding Weighted-average grant date fair value (Per share) Nonvested RSUs as of December 31, 2021 344,486 $ 82.38 Granted 812,849 53.78 Vested (173,328) 58.79 Forfeited or cancelled (63,397) 80.31 Nonvested RSUs as of June 30, 2022 920,610 $ 61.88 |
Schedule of Stock-Based Compensation Expense | The Company recognized total stock-based compensation expense as follows: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 (In thousands) Cost of revenue $ 91 $ 94 $ 190 $ 195 Research and development 1,663 935 3,531 2,015 Sales and marketing 727 534 1,626 1,244 General and administrative 2,340 1,814 4,820 4,313 Total $ 4,821 $ 3,377 $ 10,167 $ 7,767 |
Basic and Diluted Loss per Co_2
Basic and Diluted Loss per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The components of basic and diluted loss per share are as follows: Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 (In thousands, except share and per share amounts) Earnings per share Net loss attributable to common stockholders $ (6,248) $ (6,928) $ (13,062) $ (12,244) Net loss per share, basic and diluted $ (0.25) $ (0.28) $ (0.52) $ (0.49) Weighted average number of common shares outstanding, basic and diluted 25,279,615 25,096,026 25,249,998 25,056,208 |
Schedule of Anti-dilutive Common Shares Excluded from Calculation of Net Loss | The following common share equivalents were excluded from the weighted average shares used to calculate net loss per common share because their effects would have been anti-dilutive: As of June 30, 2022 2021 Stock options issued and outstanding 159,827 191,971 Restricted stock units issued and outstanding 920,610 380,808 Convertible senior notes (1) (2) 5,788,805 1,509,313 Total 6,869,242 2,082,092 ________________________ (1) As of June 30, 2022, subsequent to adopting ASU 2020-06 as of January 1, 2022, the Company used the if-converted method to calculate the dilutive impact of the 2026 Convertible Notes and 2028 Convertible Notes on diluted income per share, if applicable. The Company expected to settle the principal amount of these notes in cash and any excess in shares of the Company’s Class A common stock. The diluted shares were calculated based on the initial conversion rate of 10.9857 and 5.5781 shares per $0.001 of the aggregate principal amount for the 2026 Convertible Notes and 2028 Convertible Notes, respectively. See Note 2, “Summary of Significant Accounting Policies” to the condensed consolidated financial statements, for additional details on the adoption of ASU 2020-06 and Note 8, “Debt” to the condensed consolidated financial statements, for additional details on the Company’s Convertible Notes. (2) As of June 30, 2021, the Company used the treasury stock method to calculate the dilutive impact of the 2026 Convertible Notes and the 2028 Convertible Notes because at that time the Company expected to settle the principal amount of these notes in cash and any excess in shares of the Company’s Class A common stock. As of June 30, 2021, the conversion spread, calculated using the average market price of Class A common stock during the period consistent with the treasury stock method, had a dilutive impact for the 2026 Convertible Notes on diluted net income per share of Class A common stock when the average market price of the Company’s Class A common stock for a given period exceeded the conversion price of $91.03 per share. As of June 30, 2021, the conversion spread for the 2028 Convertible Notes was anti-dilutive as the average market price of the Company’s Class A common stock for a given period did not exceed the conversion price of $179.27 per share. |
Organization and Description _2
Organization and Description of Business (Details) | 3 Months Ended |
Mar. 31, 2022 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Changes in Costs to Prior Periods (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Reclassification [Line Items] | ||||
Cost of revenue | $ 81,085 | $ 67,177 | $ 157,035 | $ 129,498 |
Research and development | 24,264 | 16,390 | 46,691 | 33,179 |
Sales and marketing | 23,327 | 20,205 | 46,479 | 39,315 |
General and administrative | $ 16,863 | 15,952 | $ 33,568 | 31,248 |
Previously Reported | ||||
Reclassification [Line Items] | ||||
Cost of revenue | 66,059 | 127,387 | ||
Research and development | 12,817 | 26,150 | ||
Sales and marketing | 12,584 | 24,576 | ||
General and administrative | $ 28,264 | $ 55,127 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Accounts Receivable and Current Expected Credit Losses (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 945 | $ 1,661 |
Unbilled accounts receivable | $ 35,719 | $ 31,786 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
One customer | Individual customer | Accounts receivable, net of allowance for doubtful accounts | ||
Concentration Risk [Line Items] | ||
Concentration risk (as a percent) | 10% | 10% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Goodwill (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) reporting_unit | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Accounting Policies [Abstract] | |||||
Reporting units | reporting_unit | 1 | ||||
Goodwill | $ 317,736,000 | $ 317,736,000 | $ 344,423,000 | ||
Goodwill impairment charges | $ 0 | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Recently Adopted Accounting Standards (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jan. 01, 2022 | Dec. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Accumulated deficit | $ (81,179) | $ (81,179) | $ (76,867) | |||
Additional paid-in capital | (354,662) | (354,662) | (502,477) | |||
Convertible senior notes | 636,474 | 636,474 | $ 486,440 | |||
Interest expense, debt | 1,324 | $ 7,621 | 2,647 | $ 13,090 | ||
Accounting Standards Update 2020-06 | Cumulative effect of adoption, adjusted balance | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Accumulated deficit | $ 8,800 | |||||
Additional paid-in capital | 156,200 | |||||
Deferred tax liability | 1,000 | |||||
Convertible senior notes | $ 148,400 | |||||
Interest expense, debt | $ 6,800 | $ 13,400 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 165,310 | $ 331,453 |
Amortized cost | 137,900 | |
Unrealized gains | 0 | |
Unrealized losses | (338) | |
Total marketable securities | 137,562 | |
Total financial assets | 215,410 | |
Money market account | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 51,970 | |
Time deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 2,500 | |
Amortized cost | 9,545 | |
Unrealized gains | 0 | |
Unrealized losses | (19) | |
U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amortized cost | 17,279 | |
Unrealized gains | 0 | |
Unrealized losses | (82) | |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 398 | |
Amortized cost | 35,863 | |
Unrealized gains | 0 | |
Unrealized losses | (137) | |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 22,642 | |
Amortized cost | 75,213 | |
Unrealized gains | 0 | |
Unrealized losses | (100) | |
Total included in cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 77,510 | |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 137,562 | |
Total financial assets | 215,072 | 241,157 |
Recurring | Money market account | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 51,970 | 241,157 |
Recurring | Time deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 2,500 | |
Total marketable securities | 9,526 | |
Recurring | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 17,197 | |
Recurring | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 398 | |
Total marketable securities | 35,726 | |
Recurring | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 22,642 | |
Total marketable securities | 75,113 | |
Recurring | Total included in cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 77,510 | |
Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 101,836 | |
Total financial assets | 178,948 | 241,157 |
Recurring | Level 1 | Money market account | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 51,970 | 241,157 |
Recurring | Level 1 | Time deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 2,500 | |
Total marketable securities | 9,526 | |
Recurring | Level 1 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 17,197 | |
Recurring | Level 1 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | |
Total marketable securities | 0 | |
Recurring | Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 22,642 | |
Total marketable securities | 75,113 | |
Recurring | Level 1 | Total included in cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 77,112 | |
Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 35,726 | |
Total financial assets | 36,124 | 0 |
Recurring | Level 2 | Money market account | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Recurring | Level 2 | Time deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | |
Total marketable securities | 0 | |
Recurring | Level 2 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 0 | |
Recurring | Level 2 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 398 | |
Total marketable securities | 35,726 | |
Recurring | Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | |
Total marketable securities | 0 | |
Recurring | Level 2 | Total included in cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 398 | |
Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 0 | |
Total financial assets | 0 | 0 |
Recurring | Level 3 | Money market account | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | $ 0 |
Recurring | Level 3 | Time deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | |
Total marketable securities | 0 | |
Recurring | Level 3 | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total marketable securities | 0 | |
Recurring | Level 3 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | |
Total marketable securities | 0 | |
Recurring | Level 3 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | |
Total marketable securities | 0 | |
Recurring | Level 3 | Total included in cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 0 |
Fair Value Measurements - Contr
Fair Value Measurements - Contractual Maturities of Marketable Securities (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Amortized cost | |
Less than one year | $ 137,900 |
Total | 137,900 |
Aggregate fair value | |
Less than one year | 137,562 |
Total | $ 137,562 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Maturities of marketable securities | $ 0 | $ 0 | |
Interest earned on marketable securities (less than) | 200,000 | 200,000 | |
Convertible notes | 2026 Convertible Notes | |||
Debt Instrument [Line Items] | |||
Fair value | 280,000,000 | 280,000,000 | $ 427,100,000 |
Convertible notes | 2028 Convertible Notes | |||
Debt Instrument [Line Items] | |||
Fair value | $ 151,300,000 | $ 151,300,000 | $ 194,200,000 |
Financial Statement Component_2
Financial Statement Components - Schedule of Accounts Receivable, net of Allowances (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Financial Statement Components [Abstract] | ||
Trade accounts receivable | $ 41,425 | $ 31,036 |
Unbilled accounts receivable | 35,719 | 31,786 |
Allowance for doubtful accounts and reserve for expected credit losses | (945) | (1,661) |
Other accounts receivable | 419 | 411 |
Total accounts receivable, net | $ 76,618 | $ 61,572 |
Financial Statement Component_3
Financial Statement Components - Allowance For Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Balance, beginning of period | $ (1,680) | $ (1,218) | $ (1,661) | $ (1,203) |
Charged to bad debt expense, net of reversals | 322 | (258) | 181 | (306) |
Deductions | 381 | 118 | 492 | 128 |
Impact of foreign currency translation | 32 | (6) | 43 | 17 |
Balance, end of period | $ (945) | $ (1,364) | $ (945) | $ (1,364) |
Financial Statement Component_4
Financial Statement Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Financial Statement Components [Abstract] | ||
Accrued expense | $ 29,098 | $ 31,264 |
Accrued compensation and benefits | 14,871 | 19,042 |
Accrued sales, use, VAT and telecommunications related taxes | 13,070 | 11,046 |
Current portion of finance lease | 139 | 177 |
Income tax payable | 4,471 | 3,420 |
Other accrued expenses | 680 | 972 |
Total accrued expenses and other current liabilities | $ 62,329 | $ 65,921 |
Right-of-Use Asset and Lease _3
Right-of-Use Asset and Lease Liabilities - Additional Information (Details) | 3 Months Ended | 6 Months Ended | |||||
Jun. 05, 2021 USD ($) a | Jun. 04, 2021 USD ($) a | May 27, 2021 USD ($) ft² lease | Jun. 30, 2022 USD ($) ft² lease | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) ft² lease | Jun. 30, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | |||||||
Option to extend, term (up to) | 5 years | 5 years | |||||
Number of leases with early-termination option | lease | 1 | 1 | |||||
Short-term operating lease expense | $ 100,000 | $ 400,000 | $ 200,000 | $ 700,000 | |||
Consideration for the proposed Land purchase | 0 | 30,017,000 | |||||
Proceeds from sale of land | 0 | 17,462,000 | |||||
Right-of-use assets obtained in exchange for new operating lease liabilities | 3,404,000 | $ 0 | |||||
Property | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Land (acres) | a | 17.06 | 40 | |||||
Consideration for the proposed Land purchase | $ 30,000,000 | ||||||
Lease incentive | $ 6,900,000 | 6,900,000 | |||||
Property | Developer | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Area of land sold (acres) | a | 23.76 | ||||||
Proceeds from sale of land | $ 17,500,000 | ||||||
Lease not yet commenced | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Office space (in square foot) | ft² | 534,000 | ||||||
Term of lease | 20 years | ||||||
Number of option to extend | lease | 2 | ||||||
Term of option to extend | 10 years | ||||||
Market rental rate (as a percent) | 100% | ||||||
Escrow to fund | $ 17,500,000 | ||||||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 0 | ||||||
Lease not yet commenced | Developer | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Security deposit | $ 2,500,000 | ||||||
Minimum | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Remaining lease term (in years) | 1 month | 1 month | |||||
Maximum | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Remaining lease term (in years) | 4 years 6 months | 4 years 6 months | |||||
Relay, Inc | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Sublease area (in square foot) | ft² | 17,073 | 17,073 |
Right-of-Use Asset and Lease _4
Right-of-Use Asset and Lease Liabilities - Future Minimum Sub-lease Receipts (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Leases [Abstract] | |
2022 (remaining) | $ 19 |
Right-of-Use Asset and Lease _5
Right-of-Use Asset and Lease Liabilities - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease cost | $ 2,090 | $ 1,689 | $ 4,228 | $ 3,303 |
Depreciation of assets | 44 | 58 | 94 | 105 |
Interest on lease liabilities | 4 | 9 | 7 | 9 |
Sublease income | (96) | (96) | (193) | (192) |
Total net lease cost | $ 2,042 | $ 1,660 | $ 4,136 | $ 3,225 |
Right-of-Use Asset and Lease _6
Right-of-Use Asset and Lease Liabilities - Supplemental Balance Sheet Lease Information (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Operating lease assets | $ 13,211 | $ 14,061 |
Finance lease assets | 342 | 373 |
Total leased assets | 13,553 | 14,434 |
Current | ||
Operating | 7,136 | 5,807 |
Finance | 139 | 177 |
Non-current | ||
Operating | 8,527 | 10,958 |
Finance | 195 | 202 |
Total lease liabilities | $ 15,997 | $ 17,144 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other liabilities | Other liabilities |
Accumulated amortization | $ 18,200 | $ 14,800 |
Accumulated depreciation of assets under finance leases | $ 300 | $ 200 |
Right-of-Use Asset and Lease _7
Right-of-Use Asset and Lease Liabilities - Supplemental Cash Flow and Other Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 3,944 | $ 2,850 |
Financing cash flows from finance leases | 126 | 105 |
Lease liabilities | $ 4,070 | $ 2,955 |
Weighted average remaining lease term (in years) | ||
Operating leases | 2 years 5 months 23 days | 3 years 4 months 9 days |
Finance leases | 2 years 4 months 9 days | 2 years 8 months 19 days |
Weighted average discount rate | ||
Operating leases | 4.61% | 4.78% |
Finance leases | 4.51% | 4% |
Right-of-Use Asset and Lease _8
Right-of-Use Asset and Lease Liabilities - Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Operating Leases | ||
2022 (remaining) | $ 3,458 | |
2023 | 8,199 | |
2024 | 2,597 | |
2025 | 1,570 | |
2026 | 637 | |
Total lease payments | 16,461 | |
Less: imputed interest | (798) | |
Total lease obligations | 15,663 | |
Less: current obligations | (7,136) | $ (5,807) |
Long-term lease obligations | 8,527 | 10,958 |
Finance Leases | ||
2022 (remaining) | 81 | |
2023 | 133 | |
2024 | 91 | |
2025 | 39 | |
2026 | 11 | |
Total lease payments | 355 | |
Less: imputed interest | (21) | |
Total lease obligations | 334 | |
Less: current obligations | (139) | (177) |
Long-term lease obligations | $ 195 | $ 202 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 139,889 | $ 139,336 |
Less—accumulated depreciation | (70,430) | (69,732) |
Total property, plant and equipment, net | 69,459 | 69,604 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 2,199 | 2,240 |
Computer and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 5,714 | 5,419 |
Telecommunications equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 76,304 | 76,963 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 6,302 | 6,970 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 6,296 | 6,942 |
Internal-use software development | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 22,987 | 22,917 |
Automobile | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 612 | 616 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 19,475 | $ 17,269 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Capitalized software development costs, additions | $ 0.5 | $ 1.3 | $ 1.2 | $ 2.4 | |
Amortization of capitalized software development costs | 0.5 | $ 0.5 | 1 | $ 0.9 | |
Capitalized implementation costs related to cloud computing arrangements | 0.4 | 0.4 | |||
Cost of assets under finance leases | 0.6 | 0.6 | |||
Accumulated depreciation of assets under finance leases | 0.3 | 0.3 | $ 0.2 | ||
Prepaid expenses and other current assets | |||||
Property, Plant and Equipment [Line Items] | |||||
Capitalized implementation costs related to cloud computing arrangements | 0.2 | 0.2 | |||
Other long-term assets | |||||
Property, Plant and Equipment [Line Items] | |||||
Capitalized implementation costs related to cloud computing arrangements | $ 0.2 | $ 0.2 |
Property, Plant and Equipment_3
Property, Plant and Equipment - Depreciation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Total depreciation expense | $ 4,583 | $ 4,338 | $ 9,187 | $ 8,514 |
Cost of revenue | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation expense | 3,362 | 3,060 | 6,738 | 6,206 |
Research and development | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation expense | 565 | 509 | 1,157 | 962 |
Sales and marketing | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation expense | 347 | 289 | 681 | 573 |
General and administrative | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation expense | $ 309 | $ 480 | $ 611 | $ 773 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Accumulated Amortization | $ (36,016) | $ (30,334) | |
Finite-lived intangible assets, net | 185,231 | ||
Gross Amount | 221,871 | 241,551 | |
Net Carrying Value | 185,855 | 211,217 | |
Licenses, indefinite lived | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Licenses, indefinite lived | 624 | 764 | |
Customer relationships | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Finite-lived intangible assets, gross | 143,111 | 155,081 | |
Accumulated Amortization | (20,637) | (16,861) | |
Finite-lived intangible assets, net | $ 122,474 | 138,220 | |
Customer relationships | Minimum | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Amortization Period | 15 years | 15 years | |
Customer relationships | Maximum | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Amortization Period | 20 years | 20 years | |
Developed technology | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Finite-lived intangible assets, gross | $ 75,308 | 82,548 | |
Accumulated Amortization | (12,551) | (10,315) | |
Finite-lived intangible assets, net | $ 62,757 | 72,233 | |
Amortization Period | 10 years | 10 years | |
Other, definite lived | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Finite-lived intangible assets, gross | $ 2,828 | 3,158 | |
Accumulated Amortization | (2,828) | (3,158) | |
Finite-lived intangible assets, net | $ 0 | $ 0 | |
Other, definite lived | Minimum | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Amortization Period | 2 years | 2 years | |
Other, definite lived | Maximum | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Amortization Period | 7 years | 7 years |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill [Line Items] | ||||
Total amortization expense | $ 4,334 | $ 4,864 | $ 8,900 | $ 9,731 |
Cost of revenue | ||||
Goodwill [Line Items] | ||||
Total amortization expense | 1,934 | 2,175 | 3,966 | 4,351 |
Sales and marketing | ||||
Goodwill [Line Items] | ||||
Total amortization expense | $ 2,400 | $ 2,689 | $ 4,934 | $ 5,380 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Weighted average useful life | 11 years 6 months |
Intangible Assets - Future Esti
Intangible Assets - Future Estimated Amortization Expense (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 (remaining) | $ 8,449 |
2023 | 16,898 |
2024 | 16,898 |
2025 | 16,898 |
2026 | 16,898 |
Thereafter | 109,190 |
Finite-lived intangible assets, net | $ 185,231 |
Debt - Revolving Loan (Details)
Debt - Revolving Loan (Details) - USD ($) | Jun. 06, 2022 | Jun. 30, 2022 |
Debt Instrument [Line Items] | ||
Outstanding unamortized loan fees | $ 500,000 | |
Prepaid expenses and other current assets | ||
Debt Instrument [Line Items] | ||
Outstanding unamortized loan fees | 100,000 | |
Other long-term assets | ||
Debt Instrument [Line Items] | ||
Outstanding unamortized loan fees | 400,000 | |
Line of Credit | Revolving Loan | Silicon Valley Bank Credit Facility | ||
Debt Instrument [Line Items] | ||
Borrowing capacity | $ 50,000,000 | |
Unused portion of borrowing commitment | 0.0625% | |
Minimum liquidity | $ 70,000,000 | |
Line of credit | 0 | |
Available borrowing capacity | $ 50,000,000 | |
Line of Credit | Revolving Loan | Silicon Valley Bank Credit Facility | Minimum | SOFR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.50% | |
Line of Credit | Revolving Loan | Silicon Valley Bank Credit Facility | Minimum | Base rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 0.50% | |
Line of Credit | Revolving Loan | Silicon Valley Bank Credit Facility | Maximum | SOFR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2% | |
Line of Credit | Revolving Loan | Silicon Valley Bank Credit Facility | Maximum | Base rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1% | |
Line of Credit | Swing line | Silicon Valley Bank Credit Facility | ||
Debt Instrument [Line Items] | ||
Borrowing capacity | $ 5,000,000 | |
Line of Credit | Credit commitments | Silicon Valley Bank Credit Facility | ||
Debt Instrument [Line Items] | ||
Borrowing capacity | $ 20,000,000 |
Debt - 2026 Convertible Notes (
Debt - 2026 Convertible Notes (Details) | 6 Months Ended | 9 Months Ended | |||||
Feb. 28, 2020 USD ($) day $ / shares | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2021 $ / shares | Jun. 30, 2022 USD ($) day $ / shares | Dec. 31, 2021 USD ($) $ / shares | Mar. 16, 2021 $ / shares | Jan. 01, 2021 USD ($) | |
Class A voting common stock | |||||||
Debt Instrument [Line Items] | |||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
2026 Convertible Notes | |||||||
Debt Instrument [Line Items] | |||||||
Redemption period scheduled trading day before the maturity date | 40 days | ||||||
Cash redemption price (as a percent) | 100% | ||||||
2026 Convertible Notes | Convertible notes | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 | |||
Stated rate (as a percent) | 0.25% | ||||||
Total net proceeds | $ 344,700,000 | ||||||
Conversion price (in usd per share) | $ / shares | $ 91.03 | $ 91.03 | |||||
Conversion option | $ 125,200,000 | ||||||
Effective interest rate (as a percent) | 6.763% | ||||||
Carrying amount of equity component | $ 57,500,000 | ||||||
Annual effective interest rate (as a percent) | 6.907% | ||||||
Issuance costs | $ 3,742,000 | ||||||
2026 Convertible Notes | Convertible notes | Cumulative effect of adoption, adjusted balance | Accounting Standards Update 2020-06 | |||||||
Debt Instrument [Line Items] | |||||||
Effective interest rate (as a percent) | 0.513% | ||||||
Issuance costs attributable to the liability component | $ 8,200,000 | ||||||
Issuance costs | $ 3,700,000 | ||||||
2026 Convertible Notes | Convertible notes | Conversion option 2 | |||||||
Debt Instrument [Line Items] | |||||||
Trading days | day | 5 | ||||||
Consecutive trading days | day | 10 | ||||||
2026 Convertible Notes | Convertible notes | Class A voting common stock | |||||||
Debt Instrument [Line Items] | |||||||
Conversion ratio | 0.0109857 | 0.0109857 | 0.0109857 | ||||
2026 Convertible Notes | Convertible notes | Class A voting common stock | Conversion option 1 | |||||||
Debt Instrument [Line Items] | |||||||
Stock price trigger (as a percent) | 130% | 130% | |||||
Trading days | day | 20 | 20 | |||||
Consecutive trading days | day | 30 | 30 | |||||
2026 Convertible Notes | Convertible notes | Class A voting common stock | Conversion option 2 | |||||||
Debt Instrument [Line Items] | |||||||
Stock price trigger (as a percent) | 98% |
Debt - 2028 Convertible Notes (
Debt - 2028 Convertible Notes (Details) | 6 Months Ended | |||||
Mar. 16, 2021 USD ($) day $ / shares | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2021 $ / shares | Dec. 31, 2021 USD ($) $ / shares | Jan. 01, 2021 USD ($) | Feb. 28, 2020 $ / shares | |
Class A voting common stock | ||||||
Debt Instrument [Line Items] | ||||||
Common stock, par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
2028 Convertible Notes | Convertible notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 250,000,000 | $ 250,000,000 | $ 250,000,000 | |||
Stated rate (as a percent) | 0.50% | |||||
Total net proceeds | $ 217,000,000 | |||||
Conversion price (in usd per share) | $ / shares | $ 179.27 | $ 179.27 | ||||
Cash redemption price (as a percent) | 100% | |||||
Conversion option | $ 66,900,000 | |||||
Effective interest rate (as a percent) | 5.125% | |||||
Carrying amount of equity component | $ 39,400,000 | |||||
Annual effective interest rate (as a percent) | 4.959% | |||||
Issuance costs | $ 2,019,000 | |||||
2028 Convertible Notes | Convertible notes | Cumulative effect of adoption, adjusted balance | Accounting Standards Update 2020-06 | ||||||
Debt Instrument [Line Items] | ||||||
Effective interest rate (as a percent) | 0.442% | |||||
Issuance costs attributable to the liability component | $ 5,500,000 | |||||
Issuance costs | $ 2,000,000 | |||||
2028 Convertible Notes | Convertible notes | Class A voting common stock | ||||||
Debt Instrument [Line Items] | ||||||
Conversion ratio | 0.0055781 | 0.0055781 | 0.0055781 | |||
2028 Convertible Notes | Convertible notes | Conversion option 1 | ||||||
Debt Instrument [Line Items] | ||||||
Trading days | day | 20 | |||||
Consecutive trading days | day | 30 | |||||
2028 Convertible Notes | Convertible notes | Conversion option 1 | Class A voting common stock | ||||||
Debt Instrument [Line Items] | ||||||
Stock price trigger (as a percent) | 130% | |||||
2028 Convertible Notes | Convertible notes | Conversion option 2 | ||||||
Debt Instrument [Line Items] | ||||||
Trading days | day | 5 | |||||
Consecutive trading days | day | 10 | |||||
2028 Convertible Notes | Convertible notes | Conversion option 2 | Class A voting common stock | ||||||
Debt Instrument [Line Items] | ||||||
Stock price trigger (as a percent) | 98% |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - Convertible notes - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Mar. 16, 2021 | Feb. 28, 2020 |
Debt Instrument [Line Items] | ||||
Total net carrying amount | $ 636,474,000 | $ 486,440,000 | ||
Total net carrying amount | 186,299,000 | |||
2026 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Principal | 400,000,000 | 400,000,000 | $ 400,000,000 | |
Unamortized discount | (92,034,000) | |||
Unamortized debt issuance costs | (7,344,000) | (6,043,000) | ||
Total net carrying amount | 392,656,000 | 301,923,000 | ||
Proceeds allocated to the conversion options (debt discount) | 125,152,000 | |||
Issuance costs | (3,742,000) | |||
Total net carrying amount | 121,410,000 | |||
2028 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Principal | 250,000,000 | 250,000,000 | $ 250,000,000 | |
Unamortized discount | (60,488,000) | |||
Unamortized debt issuance costs | (6,182,000) | (4,995,000) | ||
Total net carrying amount | $ 243,818,000 | 184,517,000 | ||
Proceeds allocated to the conversion options (debt discount) | 66,908,000 | |||
Issuance costs | (2,019,000) | |||
Total net carrying amount | $ 64,889,000 |
Debt - Interest Income and Inte
Debt - Interest Income and Interest Expense Disclosure (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | ||||
Total interest expense | $ 1,324 | $ 7,621 | $ 2,647 | $ 13,090 |
2026 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | 250 | 250 | 500 | 500 |
Amortization of debt discount | 4,587 | 9,097 | ||
Amortization of debt issuance costs | 496 | 301 | 991 | 597 |
Total interest expense | 746 | 5,138 | 1,491 | 10,194 |
2028 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | 313 | 313 | 626 | 365 |
Amortization of debt discount | 2,004 | 2,337 | ||
Amortization of debt issuance costs | 265 | 166 | 530 | 194 |
Total interest expense | $ 578 | $ 2,483 | $ 1,156 | $ 2,896 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes and Capped Call Transactions (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 16, 2021 | Feb. 28, 2020 |
Debt Instrument [Line Items] | ||
Net cost of capped call purchase | $ 25.5 | $ 43.3 |
Class A voting common stock | ||
Debt Instrument [Line Items] | ||
Capped call shares (in shares) | 1,394,525 | 4,394,276 |
Convertible notes | 2026 Convertible Notes | ||
Debt Instrument [Line Items] | ||
Initial conversion strike price (in usd per share) | $ 91.03 | |
Initial cap price (in usd per share) | $ 137.40 | |
Convertible notes | 2028 Convertible Notes | ||
Debt Instrument [Line Items] | ||
Initial conversion strike price (in usd per share) | $ 179.27 | |
Initial cap price (in usd per share) | $ 260.76 |
Geographic Information - Reconc
Geographic Information - Reconciliation of Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Assets | $ 1,024,316 | $ 1,024,316 | $ 1,065,539 | ||
Revenue | 136,489 | $ 120,658 | 267,853 | $ 234,137 | |
United States | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenue | 121,379 | 106,905 | 237,264 | 207,703 | |
International | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Assets | 10,300 | 10,300 | $ 9,200 | ||
Revenue | $ 15,110 | $ 13,753 | $ 30,589 | $ 26,434 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Equity [Abstract] | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) | Jun. 30, 2022 vote $ / shares shares | Dec. 31, 2021 vote $ / shares shares | Mar. 16, 2021 $ / shares | Feb. 28, 2020 $ / shares |
Class A voting common stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | ||
Common stock, par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock voting rights | vote | 1 | 1 | ||
Common stock, shares issued (in shares) | 23,334,664 | 23,177,988 | ||
Common stock, shares outstanding (in shares) | 23,334,664 | 23,177,988 | ||
Class B voting common stock | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | ||
Common stock, par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 | ||
Common stock voting rights | vote | 10 | 10 | ||
Common stock, shares issued (in shares) | 1,965,170 | 1,965,170 | ||
Common stock, shares outstanding (in shares) | 1,965,170 | 1,965,170 |
Stockholders' Equity - Reserved
Stockholders' Equity - Reserved Shares of Common Stock for Issuance (Details) - shares | Jun. 30, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 4,690,552 | 3,585,369 |
Options | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 159,827 | 180,209 |
Restricted stock units issued and outstanding | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 920,610 | 344,486 |
Stock-based awards available for grant under the 2017 Plan | ||
Class of Stock [Line Items] | ||
Common stock reserved for future issuance (in shares) | 3,610,115 | 3,060,674 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jan. 01, 2022 | Jan. 01, 2018 | Nov. 09, 2017 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock reserved for future issuance (in shares) | 4,690,552 | 4,690,552 | 3,585,369 | |||||
Granted (in shares) | 0 | 0 | 0 | 0 | ||||
Unrecognized cost for stock based compensation | $ 0 | $ 0 | ||||||
Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock reserved for future issuance (in shares) | 159,827 | 159,827 | 180,209 | |||||
RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock reserved for future issuance (in shares) | 920,610 | 920,610 | 344,486 | |||||
Unrecognized compensation cost related to non-vested RSUs | $ 50,200,000 | $ 50,200,000 | ||||||
Unrecognized cost for stock based compensation, period for recognition (in years) | 3 years 2 months 4 days | |||||||
2010 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares available for grant (in shares) | 0 | |||||||
2017 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock reserved for future issuance (in shares) | 1,050,000 | |||||||
Common stock reserved for future issuance, percent increase | 5% | |||||||
Increase in shares available for grant (in shares) | 1,158,900 | |||||||
2017 Plan | Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 4 years | |||||||
Contractual life | 10 years | |||||||
2017 Plan | RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Service period | 4 years | |||||||
2017 Plan | RSUs | Non-employee Board of Directors | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage (as a percent) | 25% | |||||||
2017 Plan | RSUs | Executives | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 4 years | |||||||
2017 Plan | RSUs | Executives | Year one vesting | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage (as a percent) | 50% | |||||||
2017 Plan | RSUs | Executives | First quarter vesting | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage (as a percent) | 12.50% | |||||||
2017 Plan | RSUs | Executives | Second quarter vesting | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage (as a percent) | 12.50% | |||||||
2017 Plan | RSUs | Executives | Third quarter vesting | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage (as a percent) | 12.50% | |||||||
2017 Plan | RSUs | Executives | First quarter vesting | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage (as a percent) | 12.50% | |||||||
2017 Plan | RSUs | Executives | Year two, three and four vesting | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage (as a percent) | 50% |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Number of options outstanding | |||||
Beginning balance (in shares) | 180,209 | ||||
Granted (in shares) | 0 | 0 | 0 | 0 | |
Exercised (in shares) | (20,382) | ||||
Forfeited or cancelled (in shares) | 0 | ||||
Ending balance (in shares) | 159,827 | 159,827 | 180,209 | ||
Options vested and exercisable (in shares) | 159,827 | 159,827 | |||
Options vested and expected to vest (in shares) | 159,827 | 159,827 | |||
Weighted- average exercise price (Per share) | |||||
Beginning balance (in usd per share) | $ 10.14 | ||||
Granted (in usd per share) | 0 | ||||
Exercised (in usd per share) | 7.95 | ||||
Forfeited or cancelled (in usd per share) | 0 | ||||
Ending balance (in usd per share) | $ 10.42 | 10.42 | $ 10.14 | ||
Weighted-average exercise price, Options vested and exercisable (in usd per share) | 10.42 | 10.42 | |||
Weighted-average exercise price, Options vested and expected to vest (in usd per share) | $ 10.42 | $ 10.42 | |||
Weighted- average remaining contract life (In years) | |||||
Outstanding (in years) | 3 years 25 days | 3 years 4 months 20 days | |||
Options vested and exercisable at June 30, 2022 | 3 years 25 days | ||||
Options vested and expected to vest as of June 30, 2022 | 3 years 25 days | ||||
Aggregate intrinsic value (In thousands) | |||||
Options outstanding | $ 1,385 | $ 1,385 | $ 11,104 | ||
Options vested and exercisable at June 30, 2022 | 1,385 | 1,385 | |||
Options vested and expected to vest as of June 30, 2022 | 1,385 | 1,385 | |||
Aggregate intrinsic value of stock options exercised | 59 | $ 481 | 634 | $ 8,179 | |
Total estimated grant date fair value of options vested | $ 0 | $ 24 | $ 0 | $ 45 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Unit Activity (Details) - RSUs | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Number of awards outstanding | |
Beginning balance (in shares) | shares | 344,486 |
Granted (in shares) | shares | 812,849 |
Vested (in shares) | shares | (173,328) |
Forfeited or cancelled (in shares) | shares | (63,397) |
Ending balance (in shares) | shares | 920,610 |
Weighted-average grant date fair value (Per share) | |
Beginning balance (in usd per share) | $ / shares | $ 82.38 |
Granted (in usd per share) | $ / shares | 53.78 |
Vested (in usd per share) | $ / shares | 58.79 |
Forfeited or cancelled (in usd per share) | $ / shares | 80.31 |
Ending balance (in usd per share) | $ / shares | $ 61.88 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 4,821 | $ 3,377 | $ 10,167 | $ 7,767 |
Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 91 | 94 | 190 | 195 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 1,663 | 935 | 3,531 | 2,015 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 727 | 534 | 1,626 | 1,244 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 2,340 | $ 1,814 | $ 4,820 | $ 4,313 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | May 27, 2021 USD ($) lease | Jun. 30, 2022 USD ($) | Aug. 01, 2020 USD ($) |
Lessee, Lease, Description [Line Items] | |||
Annual minimum commitment, 2022 | $ 300 | ||
Annual minimum commitment, 2021 | $ 600 | ||
Non-cancellable purchase obligation | $ 18,800 | ||
Non-cancellable purchase obligation, fulfilled within a year | 15,100 | ||
Lease payments of initial term | $ 16,461 | ||
Project | |||
Lessee, Lease, Description [Line Items] | |||
Commencement date, rent abatement period | 120 days | ||
Commencement delivered period | 12 months | ||
Number of option to extend | lease | 2 | ||
Term of option to extend | 10 years | ||
Base rent percentage (as a percent) | 1.85% | ||
Lease payments of initial term | $ 495,700 | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term (in years) | 4 years 6 months |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Retirement Benefits [Abstract] | ||||
Matching contributions | $ 1 | $ 0.8 | $ 2.2 | $ 1.8 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate (as a percent) | 6.30% | (4.10%) | 1.80% | 0.50% |
Related Parties (Details)
Related Parties (Details) - Relay - Master Services Agreement - Affiliated Entity - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Revenue from related parties | $ 0.4 | $ 0.5 | $ 0.8 | $ 0.9 | |
Receivable (less than) | $ 0.1 | $ 0.1 | $ 0.1 |
Basic and Diluted Loss per Co_3
Basic and Diluted Loss per Common Share - Components of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to common stockholders, basic | $ (6,248) | $ (6,928) | $ (13,062) | $ (12,244) |
Net loss attributable to common stockholders, diluted | $ (6,248) | $ (6,928) | $ (13,062) | $ (12,244) |
Net loss per share, basic and diluted | ||||
Net loss per share, basic (in usd per share) | $ (0.25) | $ (0.28) | $ (0.52) | $ (0.49) |
Net loss per share, diluted (in usd per share) | $ (0.25) | $ (0.28) | $ (0.52) | $ (0.49) |
Weighted average number of common shares outstanding, basic and diluted | ||||
Weighted average number of common shares outstanding, basic (in shares) | 25,279,615 | 25,096,026 | 25,249,998 | 25,056,208 |
Weighted average number of common shares outstanding, diluted (in shares) | 25,279,615 | 25,096,026 | 25,249,998 | 25,056,208 |
Basic and Diluted Loss per Co_4
Basic and Diluted Loss per Common Share - Schedule of Antidilutive Common Share Equivalents Excluded from Earnings Per Share (Details) | 6 Months Ended | |||
Mar. 16, 2021 $ / shares | Feb. 28, 2020 $ / shares | Jun. 30, 2022 shares | Jun. 30, 2021 $ / shares shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 6,869,242 | 2,082,092 | ||
Convertible notes | 2026 Convertible Notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Conversion price (in usd per share) | $ / shares | $ 91.03 | $ 91.03 | ||
Convertible notes | 2026 Convertible Notes | Class A voting common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Conversion ratio | 0.0109857 | 0.0109857 | 0.0109857 | |
Convertible notes | 2028 Convertible Notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Conversion price (in usd per share) | $ / shares | $ 179.27 | $ 179.27 | ||
Convertible notes | 2028 Convertible Notes | Class A voting common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Conversion ratio | 0.0055781 | 0.0055781 | 0.0055781 | |
Stock options issued and outstanding | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 159,827 | 191,971 | ||
Restricted stock units issued and outstanding | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 920,610 | 380,808 | ||
Convertible senior notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 5,788,805 | 1,509,313 |