Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 28, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Entity File Number | 001-38297 | |
Entity Registrant Name | SailPoint Technologies Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-1628077 | |
Entity Address, Address Line One | 11120 Four Points Drive | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78726 | |
City Area Code | 512 | |
Local Phone Number | 346-2000 | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | SAIL | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 94,276,861 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001627857 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 414,640 | $ 435,445 |
Restricted cash | 6,712 | 6,719 |
Accounts receivable, net of allowances of $348 and $564 | 108,470 | 147,156 |
Deferred contract acquisition costs, current | 27,555 | 25,966 |
Contract assets, current | 35,115 | 31,640 |
Prepayments and other current assets | 22,496 | 17,806 |
Income taxes receivable | 505 | 506 |
Total current assets | 615,493 | 665,238 |
Deferred tax asset - non-current | 4,047 | 4,047 |
Property and equipment, net | 16,319 | 17,151 |
Right-of-use assets, net | 24,882 | 23,806 |
Deferred contract acquisition costs, non-current | 68,868 | 68,725 |
Contract assets - non-current, net of allowances of $2,365 and $2,386 | 18,877 | 16,991 |
Other non-current assets | 1,369 | 983 |
Goodwill | 289,430 | 289,430 |
Intangible assets, net | 69,292 | 73,469 |
Total assets | 1,108,577 | 1,159,840 |
Current liabilities | ||
Accounts payable | 8,263 | 6,097 |
Accrued expenses and other liabilities | 54,577 | 89,972 |
Income taxes payable | 1,305 | 1,413 |
Convertible senior notes, net | 385,599 | 385,172 |
Deferred revenue | 214,686 | 218,937 |
Total current liabilities | 664,430 | 701,591 |
Long-term operating lease liabilities | 29,585 | 28,817 |
Deferred revenue - non-current | 27,122 | 25,193 |
Total liabilities | 721,137 | 755,601 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity | ||
Common stock, $0.0001 par value, authorized 300,000 shares, issued and outstanding 94,253 shares as of March 31, 2022 and 93,764 shares as of December 31, 2021 | 9 | 9 |
Preferred stock, $0.0001 par value, authorized 10,000 shares, no shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 0 | 0 |
Additional paid in capital | 498,195 | 481,910 |
Accumulated deficit | (110,764) | (77,680) |
Total stockholders' equity | 387,440 | 404,239 |
Total liabilities and stockholders’ equity | $ 1,108,577 | $ 1,159,840 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for accounts receivable | $ 348 | $ 564 |
Allowance for other non-current assets | $ 2,365 | $ 2,386 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 94,253,000 | 93,764,000 |
Common stock, shares outstanding (in shares) | 94,253,000 | 93,764,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue | ||
Total revenue | $ 115,420 | $ 90,762 |
Cost of revenue | ||
Total cost of revenue | 35,181 | 24,350 |
Gross profit | 80,239 | 66,412 |
Operating expenses | ||
Research and development | 31,046 | 19,566 |
General and administrative | 13,987 | 11,267 |
Sales and marketing | 65,730 | 51,162 |
Total operating expenses | 110,763 | 81,995 |
Loss from operations | (30,524) | (15,583) |
Other expense, net | ||
Interest income | 24 | 200 |
Interest expense | (899) | (789) |
Other expense, net | (660) | (1) |
Total other expense, net | (1,535) | (590) |
Loss before income taxes | (32,059) | (16,173) |
Income tax (expense) benefit | (1,025) | 882 |
Net loss | $ (33,084) | $ (15,291) |
Net loss per share | ||
Basic (in dollars per share) | $ (0.35) | $ (0.17) |
Diluted (in dollars per share) | $ (0.35) | $ (0.17) |
Weighted average shares outstanding | ||
Basic (in shares) | 93,939 | 91,684 |
Diluted (in shares) | 93,939 | 91,684 |
Licenses | ||
Revenue | ||
Total revenue | $ 15,271 | $ 19,235 |
Cost of revenue | ||
Cost of revenue | 1,378 | 1,247 |
Subscription | ||
Revenue | ||
Total revenue | 85,591 | 59,242 |
Cost of revenue | ||
Cost of revenue | 19,966 | 11,304 |
Services and other | ||
Revenue | ||
Total revenue | 14,558 | 12,285 |
Cost of revenue | ||
Cost of revenue | $ 13,837 | $ 11,799 |
CONSOLIDATED STATEMENTS STOCKHO
CONSOLIDATED STATEMENTS STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional paid in capital | Additional paid in capitalCumulative Effect, Period of Adoption, Adjustment | Accumulated deficit | Accumulated deficitCumulative Effect, Period of Adoption, Adjustment |
Stockholders' equity, beginning balance at Dec. 31, 2020 | $ 464,610 | $ (62,751) | $ 9 | $ 484,012 | $ (65,517) | $ (19,411) | $ 2,766 |
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2020 | 91,386 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options | 1,608 | 1,608 | |||||
Exercise of stock options (in shares) | 188 | ||||||
Restricted stock units vested, net of tax settlement | (1,293) | (1,293) | |||||
Restricted stock units vested, net of tax settlement (in shares) | 509 | ||||||
Stock-based compensation expense | 10,073 | 10,073 | |||||
Partial conversion of convertible senior notes (in shares) | 182 | ||||||
Settlement of capped calls related to partial conversion of convertible senior notes (in shares) | (37) | ||||||
Net loss | (15,291) | (15,291) | |||||
Stockholders' equity, ending balance at Mar. 31, 2021 | 396,956 | $ 9 | 428,883 | (31,936) | |||
Stockholders' equity, ending balance (in shares) at Mar. 31, 2021 | 92,228 | ||||||
Stockholders' equity, beginning balance at Dec. 31, 2021 | 404,239 | $ 9 | 481,910 | (77,680) | |||
Stockholders' equity, beginning balance (in shares) at Dec. 31, 2021 | 93,764 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Exercise of stock options | $ 1,330 | 1,330 | |||||
Exercise of stock options (in shares) | 77 | 77 | |||||
Restricted stock units vested, net of tax settlement | $ (846) | (846) | |||||
Restricted stock units vested, net of tax settlement (in shares) | 412 | ||||||
Stock-based compensation expense | 15,801 | 15,801 | |||||
Net loss | (33,084) | (33,084) | |||||
Stockholders' equity, ending balance at Mar. 31, 2022 | $ 387,440 | $ 9 | $ 498,195 | $ (110,764) | |||
Stockholders' equity, ending balance (in shares) at Mar. 31, 2022 | 94,253 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities | ||
Net loss | $ (33,084) | $ (15,291) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization expense | 5,712 | 4,784 |
Amortization of debt issuance costs | 468 | 633 |
Amortization of contract acquisition costs | 6,933 | 4,328 |
Loss on disposal of fixed assets | 15 | 27 |
Provision for credit losses | (106) | 102 |
Stock-based compensation expense | 15,801 | 10,073 |
Operating leases, net | (288) | (205) |
Net changes in operating assets and liabilities, net of assets acquired and liabilities assumed in business acquisitions: | ||
Accounts receivable | 38,771 | 27,854 |
Deferred contract acquisition costs | (8,665) | (6,587) |
Contract assets | (5,340) | (4,445) |
Prepayments and other current assets | (4,663) | 23 |
Other non-current assets | (427) | 1,473 |
Accounts payable | 2,166 | (369) |
Accrued expenses and other liabilities | (35,415) | (22,161) |
Income taxes | (107) | (2,228) |
Deferred revenue | (2,322) | (10,177) |
Net cash used in operating activities | (20,551) | (12,166) |
Investing activities | ||
Purchase of property and equipment | (749) | (818) |
Proceeds from sale of property and equipment | 4 | 2 |
Purchase of intangibles | 0 | (40) |
Business acquisitions, net of cash acquired | 0 | (71,196) |
Net cash used in investing activities | (745) | (72,052) |
Financing activities | ||
Payments for partial conversion of convertible senior notes | 0 | (10,160) |
Taxes associated with net issuances of shares upon vesting of restricted stock units | (846) | (1,293) |
Exercise of stock options | 1,330 | 1,608 |
Net cash provided by (used in) financing activities | 484 | (9,845) |
Net decrease in cash, cash equivalents and restricted cash | (20,812) | (94,063) |
Cash, cash equivalents and restricted cash, beginning of period | 442,164 | 516,644 |
Cash, cash equivalents and restricted cash, end of period | $ 421,352 | $ 422,581 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Description of Business and Summary of Significant Accounting Policies SailPoint Technologies Holdings, Inc. (“we,” “our,” the “Company” or “SailPoint”) was incorporated in the state of Delaware on August 8, 2014, in preparation for the purchase of SailPoint Technologies, Inc. The purchase occurred on September 8, 2014 and our certificate of incorporation was amended and restated as of such date. SailPoint Technologies, Inc. was formed on July 14, 2004 as a Delaware corporation. The Company designs, develops and markets identity security software that helps organizations govern user access to critical systems and data. The Company currently markets its products and services worldwide. Merger Agreement On April 10, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Project Hotel California Holdings, LP, a Delaware limited partnership (“Parent”), and Project Hotel California Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of Thoma Bravo Fund XV, L.P. (the “Thoma Bravo Fund”), managed by Thoma Bravo, L.P. (“Thoma Bravo”). As a result of the Merger, each share of the Company’s common stock outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (subject to certain exceptions, including shares of common stock owned by stockholders of the Company who have not voted in favor of the adoption of the Merger Agreement and have properly exercised appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”)) will, at the Effective Time, automatically be converted into the right to receive $65.25 in cash (the “Merger Consideration”), subject to applicable withholding taxes. The transaction is expected to close in the second half of 2022, subject to customary closing conditions, including approval by SailPoint stockholders and receipt of regulatory approvals. Upon closing of the transaction, SailPoint’s common stock will no longer be listed on any public market. See Note 14 “Subsequent Events” to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q for information regarding the Merger. Basis of Presentation The accompanying unaudited condensed consolidated financial statements , which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as well as the instructions to Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim reporting. Accordingly, the Company has condensed or omitted certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP. All intercompany accounts and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the balance sheets, statements of operations, statements of stockholders’ equity and the statements of cash flows for the interim periods but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2022 or any future period. These financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on February 28, 2022 (the “Annual Report”). Certain items have been reclassified in the prior year financial statements to conform to the presentation and classifications used in the current year. These reclassifications had no net effect on the Company’s consolidated operating results, financial position or cash flows. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management periodically evaluates such estimates and assumptions for continued reasonableness. In particular, we make estimates with respect to the fair value allocation of multiple performance obligations in revenue recognition, the expected period of benefit of deferred contract acquisition costs, the collectability of accounts receivable, stock-based compensation expense, recognition and measurement of income tax positions, realizability of deferred tax assets and the valuation, and estimated useful lives and impairment of intangible assets and goodwill arising from business combinations. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such periodic evaluation. Actual results could differ from those estimates. Concentration of Credit Risk and Other Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and accounts receivable. The Company maintains its cash in bank deposit accounts that, at times, may exceed federally insured limits. As of March 31, 2022 and December 31, 2021, no individual entity represented more than 10% of the balance in accounts receivable. Management considers concentration of credit risk to be minimal with respect to accounts receivable due to the positive historical collection experience of the Company. No customer represented more than 10% of revenue for the three months ended March 31, 2022 or 2021. The Company does not experience concentration of credit risk in foreign countries as no foreign country represents more than 10% of the Company’s consolidated revenues or net assets. Significant Accounting Policies The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes in the Annual Report, most notably Note 1 “Description of Business and Summary of Significant Accounting Policies.” There have been no changes to our significant accounting policies described in the Annual Report that have had a material impact on our unaudited condensed consolidated financial statements and related notes. Recently Issued Accounting Standards Not Yet Adopted In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires application of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers , to recognize and measure contract assets and liabilities from contracts with customers acquired in a business combination. ASU 2021-08 creates an exception to the general recognition and measurement principle in ASC 805, Business Combinations , and will result in recognition of contract assets and contract liabilities consistent with those recorded by the acquiree immediately before the acquisition date. The guidance is effective for us beginning January 1, 2023 and interim periods therein, with early adoption permitted. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Disaggregation of Revenue The Company’s revenue by geographic region based on the customer’s location is presented in Note 13 “Geographic Information.” The following table presents the Company’s revenue by timing of revenue recognition to understand the risks of timing of transfer of control and cash flows: Licenses SaaS (1) Maintenance and Support (1) Other Subscription Services (1) Total Subscription Services and Other (In thousands) Three Months Ended March 31, 2022 Revenue recognized at a point in time $ 15,271 $ — $ — $ — $ — $ — Revenue recognized over time — 41,127 42,332 2,132 85,591 14,558 Total revenue $ 15,271 $ 41,127 $ 42,332 $ 2,132 $ 85,591 $ 14,558 Three Months Ended March 31, 2021 Revenue recognized at a point in time $ 19,235 $ — $ — $ — $ — $ — Revenue recognized over time — 21,889 35,474 1,879 59,242 12,285 Total revenue $ 19,235 $ 21,889 $ 35,474 $ 1,879 $ 59,242 $ 12,285 (1) Subscription revenue is further disaggregated into Software as a Service ("SaaS"), Maintenance and Support and Other Subscription Services revenue in the table above. Contract Balances A summary of the activity impacting our contract balances during the reporting periods is presented below: Contract Acquisition Costs Three Months Ended March 31, 2022 March 31, 2021 (In thousands) Beginning Balance $ 94,691 $ 54,102 Additional deferred contract acquisition costs 8,665 6,587 Amortization of deferred contract acquisition costs (6,933) (4,328) Ending Balance $ 96,423 $ 56,361 There were no material impairments of deferred contract acquisition costs for the periods ended March 31, 2022 or 2021. Deferred Revenue Three Months Ended March 31, 2022 March 31, 2021 (In thousands) Beginning Balance $ 244,130 $ 184,718 Decrease, net (2,322) (8,441) Ending Balance $ 241,808 $ 176,277 Deferred revenue, which is netted with unbilled amounts at the contract level, is a contract liability, and consists primarily of payments received in advance of revenue recognition under the Company’s contracts with customers and is recognized as the revenue recognition criteria are met. Revenue recognized that was previously deferred was $98.6 million during the three months ended March 31, 2022, compared to $63.0 million during the three months ended March 31, 2021. The difference between the opening and closing balances of the Company’s contract assets and deferred revenue primarily results from the timing difference between the Company’s performance obligations and customer billings. Contract assets primarily relate to unbilled amounts, which are netted with deferred revenue at the contract level, and typically result from sales contracts when revenue recognized exceeds the amount billed to the customer, and the right to payment is subject to more than the passage of time. Contract assets are transferred to accounts receivable when the rights become unconditional and the customer is billed. During the three months ended March 31, 2022 and 2021, amounts reclassified from contract assets to accounts receivable were $8.6 million and $0.8 million, respectively. Total contract assets as of March 31, 2021 and December 31, 2020 were $29.3 million and $24.9 million, respectively. Remaining Performance Obligations Our contracts with customers include amounts allocated to performance obligations that will be satisfied at a later date. These remaining performance obligations represent contract revenue that has not yet been recognized and is included in deferred revenue, the balance of which includes both invoices that have been issued to customers but have not been recognized as revenue and amounts that will be invoiced and recognized as revenue in future periods. As of March 31, 2022, amounts allocated to these additional performance obligations are $577.9 million, of which we expect to recognize $310.1 million as revenue over the next 12 months with the remaining balance recognized over the period from 2023 to 2028. The additional performance obligations include $95.1 million of current unbilled receivables and $240.7 million of long-term unbilled receivables. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables present the Company’s financial assets that are measured at fair value on a recurring basis: As of March 31, 2022 Level 1 Level 2 Level 3 Total (In thousands) Assets Cash equivalents Money market funds $ 78,334 — — $ 78,334 Total cash equivalents $ 78,334 — — $ 78,334 As of December 31, 2021 Level 1 Level 2 Level 3 Total (In thousands) Assets Cash equivalents Money market funds $ 24,996 — — $ 24,996 Total cash equivalents $ 24,996 — — $ 24,996 The Company’s carrying amounts of financial instruments, including cash, accounts receivable, accounts payable, and accrued expenses are considered Level 1 instruments as their carrying values approximate their fair values due to their short maturities as of March 31, 2022 and December 31, 2021 and therefore are excluded from the fair value tables above. See Note 9 “Convertible Senior Notes and Capped Call Transactions” for the carrying amount and estimated fair value of the Notes (as defined below) as of March 31, 2022. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations 2021 Acquisitions Intello On February 22, 2021, the Company acquired Intello Inc. ("Intello"), a Delaware corporation, pursuant to an Agreement and Plan of Merger whereby Intello became a wholly owned subsidiary of the Company. Intello is an early-stage SaaS management company that helps organizations discover, manage, and secure SaaS applications. The aggregate consideration paid in connection with this acquisition was $42.9 million, net of cash acquired. The following table summarizes the final purchase price allocation as of the date of acquisition: As of February 22, 2021 (In thousands) Cash and cash equivalents $ 1,143 Accounts receivable 146 Prepayments and other current assets 43 Property and equipment 17 Goodwill 32,425 Intangible assets 12,300 Accrued expenses and other liabilities (97) Deferred tax liability - non-current (1,409) Deferred revenue (536) Total fair value of assets acquired and liabilities assumed $ 44,032 The following table presents the estimated fair values and useful lives of the identifiable intangible assets acquired: Amount Estimated Useful Life (In thousands) (In years) Developed technology $ 9,500 5 Customer lists $ 2,800 3 The fair value of developed technology was estimated using the relief from royalty method (Level 3) utilizing assumptions for annual obsolescence, royalty rates, tax rate and discount rate. The fair value of customer lists was estimated using the replacement cost method (Level 3), which utilized assumptions for the cost to recreate the relationships, such as the timing and resources required, distributor's profit mark-up and opportunity cost. ERP Maestro On March 15, 2021, the Company acquired ERP Maestro, Inc. ("ERP Maestro"), a Florida corporation, pursuant to an Agreement and Plan of Merger whereby ERP Maestro became a wholly owned subsidiary of the Company. ERP Maestro is an early-stage SaaS governance, risk and compliance solution that provides separation-of-duty controls monitoring for an organization’s most critical applications. The aggregate consideration paid in connection with this acquisition was $28.1 million, net of cash acquired. The following table summarizes the final purchase price allocation as of the date of acquisition: As of March 15, 2021 (In thousands) Cash and cash equivalents $ 924 Accounts receivable 850 Prepayments and other current assets 59 Property and equipment 152 Right-of-use assets 223 Goodwill 15,902 Intangible assets 13,900 Accrued expenses and other liabilities (503) Deferred tax liability - non-current (1,314) Deferred revenue (1,200) Total fair value of assets acquired and liabilities assumed $ 28,993 The following table presents the estimated fair values and useful lives of the identifiable intangible assets acquired: Amount Estimated Useful Life (In thousands) (In years) Developed technology $ 10,000 5 Customer lists $ 3,900 3 The fair value of developed technology was estimated using the replacement cost method (Level 3) utilizing assumptions for the cost to replace, such as the workforce, timing and resources required, annual obsolescence, as well as a theoretical developer’s profit margin and entrepreneurial incentive and opportunity cost. The fair value of customer lists was estimated using the replacement cost method (Level 3), which utilized assumptions for the cost to recreate the customer relationships, such as the timing and resources required, distributor's profit mark-up and opportunity cost and customer age. Additional Acquisition Related Information The operating results of the acquired companies are included in our unaudited condensed consolidated statement of operations from the respective dates of acquisition. Pro forma results of operations have not been presented because the effects of these acquisitions, individually and in the aggregate, were not material to our unaudited condensed consolidated statement of operations. During the three months ended March 31, 2021, acquisition related costs were $1.9 million, which included primarily legal, accounting and consulting professional service fees and have been included in general and administrative expenses on the unaudited condensed consolidated statement of operations. These acquisitions have been accounted for as business combinations. Assets acquired and liabilities assumed have been recorded at their estimated fair values as of the respective acquisition date. The Company finalized the purchase price within the required one-year measurement period as of the dates of acquisition. The Company believes that for each acquisition, the acquired companies will provide opportunities for growth through investing in additional products and capabilities, among other factors. This contributed to a purchase price in excess of the estimated fair value of each acquired company’s net identifiable assets acquired and, as a result, goodwill was recorded in connection with each acquisition. The excess of the purchase price over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. Goodwill arising from these acquisitions is not deductible for tax purposes. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill Goodwill represents the excess of the purchase price over the identifiable tangible and intangible assets acquired less liabilities assumed arising from business combinations. As of March 31, 2022 and December 31, 2021, the carrying amount of goodwill was $289.4 million. There was no change in the carrying amounts of goodwill for the three months ended March 31, 2022. There were no impairments of goodwill during the periods ended March 31, 2022 or 2021. Intangible Assets Total cost and amortization of intangible assets are comprised of the following: As of Weighted Average March 31, 2022 December 31, 2021 Intangible assets, net (In years) (In thousands) Customer lists 14.6 $ 49,200 $ 49,200 Developed technology 8.6 66,260 66,260 Trade names and trademarks 17.0 24,500 24,500 Other intangible assets 4.8 2,976 2,976 Total intangible assets 142,936 142,936 Less: Accumulated amortization (73,644) (69,467) Total intangible assets, net $ 69,292 $ 73,469 Amortization expense for the periods presented is as follows: Three Months Ended March 31, 2022 March 31, 2021 (In thousands) Cost of revenue - licenses $ 829 $ 1,008 Cost of revenue - subscription 1,552 857 Research and development 169 168 Sales and marketing 1,627 1,220 Total amortization expense $ 4,177 $ 3,253 Periodically, the Company evaluates intangible assets for possible impairment. There were no impairments of intangible assets during the three month period ended March 31, 2022 or 2021. The total estimated future amortization expense of these intangible assets as of March 31, 2022 is as follows: Year Ending December 31, (In thousands) 2022 (except the three months ended March 31, 2022) $ 12,542 2023 16,557 2024 12,674 2025 8,175 2026 4,968 Thereafter 14,376 Total amortization expense $ 69,292 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases Letters of Credit As of March 31, 2022 and December 31, 2021, the Company had an aggregate of $6.0 million of cash collateral for an unconditional standby letter of credit related to the Company’s corporate headquarters lease. The Company is also required to maintain a small amount of restricted cash to guarantee rent payments for our subsidiaries. Operating Leases As of March 31, 2022, our leases, which primarily consist of office leases, have remaining lease terms of less than one year to seven years. Certain leases include early termination and/or extension options; however, exercise of these options is at the Company’s sole discretion. As of March 31, 2022, the Company determined that it is not reasonably certain that it will exercise the options to extend its leases or terminate them early. As of March 31, 2022, we have no financing leases and no material sub-leases, and our non-cancelable operating lease commitments exclude variable consideration. The undiscounted annual future minimum lease payments are summarized by year in the table below: Year Ending December 31, (In thousands) 2022 (except the three months ended March 31, 2022) $ 4,299 2023 5,360 2024 5,025 2025 4,890 2026 5,036 Thereafter 12,357 Total minimum lease payments 36,967 Less: interest (2,567) Total present value of operating lease liabilities $ 34,400 Current operating lease liabilities $ 4,815 Long-term operating lease liabilities 29,585 Total operating lease liabilities $ 34,400 |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Contingencies The completion of the Merger with Thoma Bravo remains subject to customary closing conditions. As part of the Merger, the Company has incurred approximately $0.6 million through March 31, 2022 in Merger-related expenses and expects to incur additional liabilities of approximately $69.4 million that are contingent on the deal consummation. These liabilities include banker fees, legal fees and other third party professional fees. Indemnification Arrangements In the ordinary course of business, the Company enters into contractual arrangements under which it agrees to provide indemnification of varying scope and terms to customers, business partners and other parties with respect to certain matters, including losses arising out of the breach of such agreements, intellectual property infringement claims made by third parties, and other liabilities with respect to our products, services and business. In these circumstances, payment may be conditioned on the other party making a claim pursuant to the procedures specified in a particular contract. The Company includes service level commitments to customers of our cloud-based products warranting certain levels of uptime reliability and performance and permitting those customers to receive credits in the event that we fail to meet those levels. To date, the Company has not incurred any material costs as a result of these commitments, and we expect the time between any potential claims and issuance of the credits to be short. As a result, we have not accrued any liabilities related to these commitments in our unaudited condensed consolidated financial statements. Litigation Claims and Assessments The Company is subject to claims and suits that may arise from time to time in the ordinary course of business. In addition, some legal actions, claims and governmental inquiries may be instituted or asserted in the future against us and our subsidiaries. Although the outcome of our legal proceedings cannot be predicted with certainty and no assurances can be provided, based upon current information, we do not believe the liabilities, if any, which may ultimately result from the outcome of such matters, individually or in the aggregate, will have a material adverse impact on our unaudited condensed consolidated financial statements. |
Credit Agreement
Credit Agreement | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Credit Agreement | Credit Agreement On March 11, 2019, SailPoint Technologies, Inc., as borrower (the "Borrower"), and certain of our other wholly owned subsidiaries entered into a credit agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement”). The Credit Agreement is guaranteed by SailPoint Technologies Intermediate Holdings, LLC, a wholly owned subsidiary of the Company, and the Borrower’s material domestic subsidiaries (collectively, the “Guarantors” and, together with the Borrower, the “Loan Parties”) and is supported by a security interest in substantially all of the Loan Parties’ personal property and assets. In September 2019, the Company amended the Credit Agreement in connection with the issuance and sale of the Notes. Such amendment included a decrease in the commitments for revolving credit loans from $150.0 million to $75.0 million, with a $15.0 million letter of credit sublimit, which amount can be increased or decreased under certain circumstances and is subject to certain financial covenants. In addition, the Credit Agreement provides for the ability to incur uncommitted term loan facilities if, among other things, the Senior Secured Net Leverage Ratio (as defined in the Credit Agreement), calculated giving pro forma effect to the requested term loan facility, is no greater than 3.50 to 1.00. Borrowings pursuant to the Credit Agreement may be used for working capital and other general corporate purposes, including acquisitions permitted under the Credit Agreement. The Credit Agreement contains certain customary representations and warranties and affirmative and negative covenants. The Credit Agreement has established priority for the lenders party over all assets of the Company. The interest rates applicable to revolving credit loans under the Credit Agreement are at the Company’s option. The Company pays an unused commitment fee during the term of the Credit Agreement ranging from 0.20% to 0.30% per annum based on the Senior Secured Net Leverage Ratio. Borrowings under the Credit Agreement are scheduled to mature on March 11, 2024. The Company had no outstanding revolving credit loan balance under the Credit Agreement as of March 31, 2022 or December 31, 2021. The Company was in compliance with all applicable covenants as of March 31, 2022. The Company incurred total debt issuance costs of $0.8 million in connection with the Credit Agreement, the net balance of which is included in other non-current assets in the accompanying unaudited condensed consolidated balance sheets. These costs are being amortized to interest expense over the life of the Credit Agreement on a straight-line basis. Amortization of debt issuance costs for the periods ended March 31, 2022 and 2021 were not material and were recorded in interest expense on the accompanying unaudited condensed consolidated statements of operations. |
Convertible Senior Notes and Ca
Convertible Senior Notes and Capped Call Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes and Capped Call Transactions | Convertible Senior Notes and Capped Call Transactions In September 2019, the Company issued and sold $400.0 million aggregate principal amount of 0.125% Convertible Senior Notes due 2024 (the “Notes”) in a private offering (the “Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The net proceeds from the Offering were $391.2 million, after deducting discounts and commissions and other fees and expenses payable by the Company in connection with the Offering. The Company used $37.1 million of the net proceeds from the Offering to pay the cost of the privately negotiated capped call transactions (the "Capped Call Transactions") it entered into with the initial purchasers of the Notes or their respective affiliates and another financial institution. The Notes were issued pursuant to an indenture (the “Indenture”), by and between the Company and U.S. Bank National Association, as trustee. The Notes are senior unsecured obligations of the Company and will mature on September 15, 2024, unless earlier redeemed, repurchased or converted. The Notes bear interest at a fixed rate of 0.125% per year payable semiannually in arrears on March 15 and September 15 of each year. The Notes will be convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding March 15, 2024, only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on December 31, 2019 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of common stock and the conversion rate for the Notes on each such trading day; • if the Company calls any or all of the Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or • upon the occurrence of specified corporate events as set forth in the Indenture. On or after March 15, 2024 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. Upon conversion, the Company may satisfy its conversion obligation by paying and/or delivering, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture. The Notes are convertible at an initial conversion rate of 35.1849 shares of common stock per $1,000 principal amount of the Notes, which is equivalent to an initial conversion price of $28.42 per share of common stock, subject to adjustment upon the occurrence of specified events. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture. In addition, following certain corporate events that occur prior to the maturity date or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event or notice of redemption, as the case may be. For example, upon the occurrence of a make-whole fundamental change, as defined in the purchase agreement, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change or during the relevant redemption period. The Company may not redeem the Notes prior to September 20, 2022. The Company may redeem for cash all or any portion of the Notes, at its option, on or after September 20, 2022, if the last reported sale price of 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 day period (including the last trading day of such period) ending on, and including, the trading day preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes, which means that the Company is not required to redeem or retire the Notes periodically. If the Company undergoes a fundamental change (as defined in the Indenture), holders may require the Company to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become automatically due and payable. The Company was in compliance with all applicable covenants as of March 31, 2022. For at least 20 trading days during the period of 30 consecutive trading days ended September 30, 2020, the last reported sale price of the Company’s common stock was equal to or exceeded 130% of the conversion price of the Notes on each applicable trading day. This conversion trigger has been met each quarter since then, including the quarter ended March 31, 2022. As a result, the Notes continue to be convertible at the option of the holders during the fiscal quarter ended March 31, 2022 and remained classified as current liabilities on the unaudited condensed consolidated balance sheet as of March 31, 2022. During the three months ended March 31, 2021, upon the request of certain holders, the Company settled the conversion of the $10.2 million in aggregate principal amount of the Notes (the "2021 Converted Notes") with cash and settled all other amounts owed to the respective holders through the issuance of 181,629 shares of the Company's common stock with an aggregate fair value of approximately $10.1 million. The Company recognized an immaterial amount related to the acceleration of unamortized debt issuance costs related to these early note conversions, which was recorded in interest expense on the accompanying unaudited condensed consolidated statements of operations. As of the date of this filing, no other holders of the Notes have submitted requests for conversion. Transaction costs related to the issuance of the Notes were $8.8 million and are being amortized to interest expense at an effective interest method rate of 0.57% over the term of the Notes. As of March 31, 2022, the Notes have a remaining life of 30 months. The net carrying amount of the liability component of the Notes for the periods presented is as follows: As of March 31, 2022 December 31, 2021 (In thousands) Liability component Principal $ 389,840 $ 389,840 Unamortized issuance costs (4,241) (4,668) Net carrying amount $ 385,599 $ 385,172 The interest expense recognized related to the Notes for the periods presented is as follows: Three Months Ended March 31, 2022 March 31, 2021 (In thousands) Contractual interest expense $ 122 $ 118 Amortization of debt issuance costs (1) 427 592 Total $ 549 $ 710 (1) Amortization of debt issuance costs includes the acceleration of unamortized debt issuance costs related to the partial conversion of the Notes. As of March 31, 2022, the total estimated fair value of the Notes was $727.0 million. The fair value was determined based on the closing trading price per $100 of the Notes as of the last day of trading for the period. The fair value of the Notes is primarily affected by the trading price of our common stock and market interest rates. The fair value of the Notes is considered Level 2 within the fair value hierarchy and was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, and quoted prices of the Notes in an over-the-counter market. Capped Call Transactions In September 2019, in connection with the pricing of the Notes and in connection with the initial purchasers’ exercise in full of their option to purchase additional Notes, the Company entered into the Capped Call Transactions. The Capped Call Transactions are generally expected to reduce potential dilution to common stock upon any conversion of the Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. The Capped Call Transactions have an initial strike price of $28.42 per share, which corresponds to the initial conversion price of the Notes and is subject to certain adjustments, and an initial cap price of $41.34 per share, which is subject to certain adjustments. For accounting purposes, the Capped Call Transactions are separate transactions and not part of the terms of the Notes. As the Capped Call Transactions are considered indexed to our own stock and are considered equity classified, they are recorded in stockholders’ equity and are not accounted for as derivatives. The cost of $37.1 million incurred in connection with the Capped Call Transactions was recorded as a reduction to additional paid in capital. The Capped Call Transactions initially covered, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, 14.1 million shares of our common stock. In connection with the settlement of the 2021 Converted Notes during the three months ended March 31, 2021, the Company terminated a pro rata amount of the Capped Call Transactions pursuant to the terms thereof. As a result of this pro rata termination, the Company received 37,301 shares of its common stock with an aggregate value of approximately $1.9 million based on the trading price of our common stock at that time. As of March 31, 2022, the Capped Call Transactions cover, subject to anti-dilution adjustments, 13.7 million shares of our common stock. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2015 Stock Option Plans In 2015, the Company adopted (i) the Amended and Restated 2015 Stock Option and Grant Plan and (ii) the 2015 Stock Incentive Plan (together, the “2015 Stock Option Plans”) under which it may grant incentive stock options (“ISOs”) and nonqualified stock options (“NSOs”) for the right to purchase shares of common stock and restricted stock units (“RSUs”). The 2015 Stock Option Plans reserve 5.0 million shares of common stock for issuance pursuant to ISOs, 0.5 million shares of common stock for issuance pursuant to RSUs and 0.25 million shares of common stock for issuance under the 2015 Stock Incentive Plan. Under the 2015 Stock Option Plans, ISOs may not be granted at less than fair market value on the date of the grant and generally vest over a four-year period based on continued service. Options generally expire ten years after the grant date. As of March 31, 2022, 0.7 million shares were available for issuance under the 2015 Stock Option Plans, including 34 thousand shares available for issuance under the 2015 Stock Incentive Plan. The Company currently uses authorized and unissued shares to satisfy share award exercises. 2017 Long Term Incentive Plan In November 2017, the Company’s Board of Directors (the "Board") adopted the 2017 Long Term Incentive Plan (the “2017 Plan”) under which it may grant stock options to purchase shares of common stock and RSUs. As of March 31, 2022, the Company had reserved 26.6 million shares of common stock available for issuance under the 2017 Plan to employees, directors, officers and consultants of the Company and its subsidiaries. The number of shares of common stock available for issuance under the 2017 Plan is increased on each January 1 by 4.4 million shares of common stock. Options and RSUs granted to employees under the 2017 Plan generally vest over terms of one As of March 31, 2022, 16.1 million shares were available for issuance under the 2017 Plan. The Company currently uses authorized and unissued shares to satisfy share award exercises. The fair values for the Company’s stock options granted and Employee Stock Purchase Plan (the "ESPP") purchase rights, as discussed further below, during the periods presented were estimated at the grant date using a Black Scholes option-pricing model using the following weighted average assumptions: Stock Options ESPP March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021 Expected dividend rate 0% 0% 0% 0% Expected volatility 50.8% 50.8% 47.9% 50.0% Risk-free interest rate 2.00% 0.80% 0.09% 0.09% Expected term (in years) 6.25 6.25 0.50 0.50 Stock Options The following table summarizes stock option activity for the three months ended March 31, 2022: Number Weighted Weighted Aggregate (In thousands) (Per share) (In years) (In thousands) Balances at December 31, 2021 1,901 $ 25.52 7.0 $ 46,895 Granted 446 $ 39.75 Exercised (77) $ 17.25 Forfeited (122) $ 32.67 Balances at March 31, 2022 2,148 $ 28.36 7.4 $ 51,403 Options vested and expected to vest at March 31, 2022 2,148 $ 28.36 7.4 $ 51,403 Options vested and exercisable at March 31, 2022 1,159 $ 20.05 6.2 $ 36,792 The Company expects all outstanding stock options to fully vest. The weighted average grant date fair value per share for the three months ended March 31, 2022 and 2021 was $20.15 and $29.64, respectively. The total fair value of shares vested for the three months ended March 31, 2022 was $3.0 million, compared to $3.2 million for the three months ended March 31, 2021. The total unrecognized compensation expense related to non-vested stock options granted is $18.0 million and is expected to be recognized over a weighted average period of 2.8 years as of March 31, 2022. Restricted Stock Units The following table summarizes the RSU activity for the Company for the three months ended March 31, 2022: Number of Weighted Weighted Aggregate (In thousands) (Per share) (In years) (In thousands) Balances at December 31, 2021 3,631 $ 41.17 1.4 $ 175,508 Granted 1,657 $ 39.84 Vested (433) $ 35.76 Forfeited (222) $ 40.38 Balances at March 31, 2022 4,633 $ 41.23 3.1 $ 237,142 Units expected to vest at March 31, 2022 4,633 $ 41.23 3.1 $ 237,142 The Company expects all outstanding RSUs to fully vest. The total unrecognized compensation expense related to RSUs was $176.3 million as of March 31, 2022 and is expected to be recognized over a weighted average period of 3.06 years. Employee Stock Purchase Plan The Company initially reserved 1.8 million shares of common stock for issuance under the ESPP. The number of shares available for issuance under the ESPP increases each January 1 by 0.9 million shares of common stock. The ESPP will continue in effect unless terminated by the Company’s Board or Compensation Committee, each of which has the right to terminate the ESPP at any time. As of March 31, 2022, 4.1 million shares were available for issuance under the ESPP Plan. During each of the three months ended March 31, 2022 and 2021, there was no ESPP activity. In connection with the Merger, the current offering period under the ESPP is scheduled to close on June 3, 2022, and no additional offering period may be commenced after April 10, 2022. Each currently outstanding purchase right must be exercised as of the earlier of (a) June 3, 2022 or (b) ten A summary of the Company’s stock-based compensation expense, which includes stock options, RSUs and ESPP, is presented below: Three Months Ended March 31, 2022 March 31, 2021 (In thousands) Stock options $ 1,538 $ 1,616 RSUs 13,363 7,571 ESPP 900 886 Total stock-based compensation expense $ 15,801 $ 10,073 A summary of the Company’s stock-based compensation expense as recognized on the unaudited condensed consolidated statements of operations is presented below: Three Months Ended March 31, 2022 March 31, 2021 (In thousands) Cost of revenue - subscription $ 1,256 $ 662 Cost of revenue - services and other 1,127 774 Research and development 4,435 2,220 General and administrative 2,549 2,062 Sales and marketing 6,434 4,355 Total stock-based compensation expense $ 15,801 $ 10,073 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income Taxes The effective tax rate for the three months ended March 31, 2022 and 2021 is (3.2)% and 5.5%, respectively. The primary drivers for the differences in the rates from the prior-year period to the current-year period are related to differences in pre-tax book loss and the discrete tax benefit recognized for the change in valuation allowance in the prior-year period. Provision for income taxes consists of U.S. and state income taxes and income taxes in certain foreign jurisdictions in which the Company conducts business. The Company is in an overall deferred tax asset position and maintains its valuation allowance for certain federal and state tax jurisdictions as existing deferred tax liabilities do not provide sufficient future taxable income to realize the full benefit of its deferred tax assets. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. During the periods ended March 31, 2022 and 2021, the Company did not record any material interest or penalties. The Company files tax returns in the U.S. federal jurisdiction, in several state jurisdictions, and in several foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations for years before 2018 and is no longer subject to state, local and foreign income tax examinations by tax authorities for years before 2015. The Company is currently under audit for income tax in a single foreign jurisdiction. The audit is ongoing and is not expected to materially impact the unaudited condensed consolidated financial statements. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per ShareBasic and diluted net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated using our weighted average outstanding common shares including the dilutive effect of stock awards and shares related to the Notes. In periods when the Company recognizes a net loss, the Company excludes the impact of outstanding stock awards and shares related to the Notes from the diluted loss per share calculation as their inclusion would have an anti-dilutive effect. The following table sets forth the calculation of basic and diluted net loss per share for the periods presented: Three Months Ended March 31, 2022 March 31, 2021 (In thousands, except per share data) Numerator Net loss $ (33,084) $ (15,291) Denominator Weighted average shares outstanding Basic 93,939 91,684 Diluted 93,939 91,684 Net loss per share Basic $ (0.35) $ (0.17) Diluted $ (0.35) $ (0.17) The following weighted average outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share for the periods presented because their effect would have been anti-dilutive: Three Months Ended March 31, 2022 March 31, 2021 (In thousands) Stock options to purchase common stock 2,076 2,466 RSUs issued and outstanding 4,254 3,440 ESPP 147 138 Convertible senior notes 9,573 10,565 Total 16,050 16,609 |
Geographic Information
Geographic Information | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Geographic Information | Geographic Information ASC 280, Segment Reporting , establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision makers in deciding how to allocate resources and in assessing performance. The Company manages its business on the basis of one reportable segment and derives revenues from the licensing of software and the sale of our maintenance, SaaS subscription offerings, professional services and technical support. Revenue is classified by the following major geographic areas: (i) United States, (ii) Europe, the Middle East and Africa (“EMEA”) and (iii) rest of the world. The following is a summary of consolidated revenues within geographic areas: Three Months Ended March 31, 2022 March 31, 2021 (In thousands) United States $ 76,652 $ 65,407 EMEA (1) 23,146 15,456 Rest of the World (1) 15,622 9,899 Total revenue $ 115,420 $ 90,762 (1) No single country outside of the United States represented more than 10% of our revenue. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 10, 2022, SailPoint entered into the Merger Agreement, by and among the Company, Parent and Merger Sub, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of the Thoma Bravo Fund, which is managed by Thoma Bravo. The Board, acting upon the recommendation of a special committee of the Board, has unanimously approved the Merger Agreement and, subject to certain exceptions set forth in the Merger Agreement, resolved to recommend that the Company’s stockholders adopt the Merger Agreement. As a result of the Merger, each share of common stock of the Company outstanding immediately prior to the Effective Time (subject to certain exceptions, including shares of common stock owned by stockholders of the Company who have not voted in favor of the adoption of the Merger Agreement and have properly exercised appraisal rights in accordance with Section 262 of the DGCL) will, at the Effective Time, automatically be converted into the right to receive the Merger Consideration of $65.25 in cash, subject to applicable withholding taxes. If the Merger is consummated, the Company’s common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934 (the “Exchange Act”). Completion of the Merger is subject to certain closing conditions, including (1) the adoption of the Merger Agreement by a majority of the holders of the outstanding shares of common stock, (2) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the approval of the Merger under the Australian Foreign Acquisitions and Takeovers Act 1975 (Cth) and the UK National Security and Investment Act 2021, (3) the absence of any order, injunction or law prohibiting the Merger, (4) the accuracy of the other party’s representations and warranties, subject to certain materiality standards set forth in the Merger Agreement, (5) compliance in all material respects with the other party’s obligations under the Merger Agreement, and (6) no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred since the date of the Merger Agreement. Subject to the satisfaction or waiver of such closing conditions, the parties expect the transaction to close in the second half of 2022. Either the Company or Parent may terminate the Merger Agreement in certain circumstances, including if (1) the Merger is not completed by October 10, 2022 (the “End Date”), subject to certain limitations, and provided that the End Date will automatically be extended until January 10, 2023 if certain regulatory conditions have not been satisfied as of the close of business on the business day immediately prior to the then-current End Date, (2) a governmental authority of competent jurisdiction has issued a final non-appealable governmental order prohibiting the Merger, (3) the Company’s stockholders fail to adopt the Merger Agreement, and (4) the other party materially breaches its representations, warranties or covenants in the Merger Agreement, subject in certain cases, to the right of the breaching party to cure the breach. Parent and the Company may also terminate the Merger Agreement by mutual written consent. The Company is also entitled to terminate the Merger Agreement and receive a termination fee of $425.1 million from Parent if (1) Parent fails to consummate the Merger following the satisfaction or waiver of the applicable closing conditions or (2) Parent otherwise breaches its obligations under the Merger Agreement such that the conditions to the consummation of the Merger cannot be satisfied. The Company is also entitled to receive this termination fee from Parent if Parent terminates the Merger Agreement because the Merger has not been completed by the End Date and at the time of such termination, the Company could have validly terminated the Merger Agreement for either of the reasons described in the preceding sentence. If the Merger Agreement is terminated in certain other circumstances, including by the Company in order to enter into a superior proposal or by Parent because the Board withdraws its recommendation in favor of the Merger, the Company would be required to pay Parent a termination fee of $212.5 million; provided that a lower fee of $81.8 million will apply with respect to a termination by the Company prior to 11:59 p.m. (Eastern time) on May 26, 2022 to enter into a superior proposal received during the Go-Shop Period (as defined in the Merger Agreement). |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements , which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as well as the instructions to Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim reporting. Accordingly, the Company has condensed or omitted certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP. All intercompany accounts and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the balance sheets, statements of operations, statements of stockholders’ equity and the statements of cash flows for the interim periods but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2022 or any future period. These financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on February 28, 2022 (the “Annual Report”). Certain items have been reclassified in the prior year financial statements to conform to the presentation and classifications used in the current year. These reclassifications had no net effect on the Company’s consolidated operating results, financial position or cash flows. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of |
Concentration of Credit and Other Risks | Concentration of Credit Risk and Other Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and accounts receivable. The Company maintains its cash in bank deposit accounts that, at times, may exceed federally insured limits. As of March 31, 2022 and December 31, 2021, no individual entity represented more than 10% of the balance in accounts receivable. Management considers concentration of credit risk to be minimal with respect to accounts receivable due to the positive historical collection experience of the Company. No customer represented more than 10% of revenue for the three months ended March 31, 2022 or 2021. The Company does not experience concentration of credit risk in foreign countries as no foreign country represents more than 10% of the Company’s consolidated revenues or net assets. |
Significant Accounting Policies | Significant Accounting Policies The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes in the Annual Report, most notably Note 1 “Description of Business and Summary of Significant Accounting Policies.” There have been no changes to our significant accounting policies described in the Annual Report that have had a material impact on our unaudited condensed consolidated financial statements and related notes. |
Recently Issued Accounting Standards Not Yet Adopted | Recently Issued Accounting Standards Not Yet Adopted In October 2021, the Financial Accounting Standards Board issued Accounting Standards Update 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires application of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers , to recognize and measure contract assets and liabilities from contracts with customers acquired in a business combination. ASU 2021-08 creates an exception to the general recognition and measurement principle in ASC 805, Business Combinations , and will result in recognition of contract assets and contract liabilities consistent with those recorded by the acquiree immediately before the acquisition date. The guidance is effective for us beginning January 1, 2023 and interim periods therein, with early adoption permitted. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Timing of Transfer of Control and Cash Flows | The following table presents the Company’s revenue by timing of revenue recognition to understand the risks of timing of transfer of control and cash flows: Licenses SaaS (1) Maintenance and Support (1) Other Subscription Services (1) Total Subscription Services and Other (In thousands) Three Months Ended March 31, 2022 Revenue recognized at a point in time $ 15,271 $ — $ — $ — $ — $ — Revenue recognized over time — 41,127 42,332 2,132 85,591 14,558 Total revenue $ 15,271 $ 41,127 $ 42,332 $ 2,132 $ 85,591 $ 14,558 Three Months Ended March 31, 2021 Revenue recognized at a point in time $ 19,235 $ — $ — $ — $ — $ — Revenue recognized over time — 21,889 35,474 1,879 59,242 12,285 Total revenue $ 19,235 $ 21,889 $ 35,474 $ 1,879 $ 59,242 $ 12,285 |
Summary of Contract Balances | A summary of the activity impacting our contract balances during the reporting periods is presented below: Contract Acquisition Costs Three Months Ended March 31, 2022 March 31, 2021 (In thousands) Beginning Balance $ 94,691 $ 54,102 Additional deferred contract acquisition costs 8,665 6,587 Amortization of deferred contract acquisition costs (6,933) (4,328) Ending Balance $ 96,423 $ 56,361 There were no material impairments of deferred contract acquisition costs for the periods ended March 31, 2022 or 2021. Deferred Revenue Three Months Ended March 31, 2022 March 31, 2021 (In thousands) Beginning Balance $ 244,130 $ 184,718 Decrease, net (2,322) (8,441) Ending Balance $ 241,808 $ 176,277 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets that are Measured at Fair Value on a Recurring Basis | The following tables present the Company’s financial assets that are measured at fair value on a recurring basis: As of March 31, 2022 Level 1 Level 2 Level 3 Total (In thousands) Assets Cash equivalents Money market funds $ 78,334 — — $ 78,334 Total cash equivalents $ 78,334 — — $ 78,334 As of December 31, 2021 Level 1 Level 2 Level 3 Total (In thousands) Assets Cash equivalents Money market funds $ 24,996 — — $ 24,996 Total cash equivalents $ 24,996 — — $ 24,996 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Final Purchase Price Allocation | The following table summarizes the final purchase price allocation as of the date of acquisition: As of February 22, 2021 (In thousands) Cash and cash equivalents $ 1,143 Accounts receivable 146 Prepayments and other current assets 43 Property and equipment 17 Goodwill 32,425 Intangible assets 12,300 Accrued expenses and other liabilities (97) Deferred tax liability - non-current (1,409) Deferred revenue (536) Total fair value of assets acquired and liabilities assumed $ 44,032 The following table summarizes the final purchase price allocation as of the date of acquisition: As of March 15, 2021 (In thousands) Cash and cash equivalents $ 924 Accounts receivable 850 Prepayments and other current assets 59 Property and equipment 152 Right-of-use assets 223 Goodwill 15,902 Intangible assets 13,900 Accrued expenses and other liabilities (503) Deferred tax liability - non-current (1,314) Deferred revenue (1,200) Total fair value of assets acquired and liabilities assumed $ 28,993 |
Summary of Estimated Fair Values and Useful Lives of Identifiable Intangible Assets Acquired | The following table presents the estimated fair values and useful lives of the identifiable intangible assets acquired: Amount Estimated Useful Life (In thousands) (In years) Developed technology $ 9,500 5 Customer lists $ 2,800 3 The following table presents the estimated fair values and useful lives of the identifiable intangible assets acquired: Amount Estimated Useful Life (In thousands) (In years) Developed technology $ 10,000 5 Customer lists $ 3,900 3 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Cost and Amortization of Intangible Assets | Total cost and amortization of intangible assets are comprised of the following: As of Weighted Average March 31, 2022 December 31, 2021 Intangible assets, net (In years) (In thousands) Customer lists 14.6 $ 49,200 $ 49,200 Developed technology 8.6 66,260 66,260 Trade names and trademarks 17.0 24,500 24,500 Other intangible assets 4.8 2,976 2,976 Total intangible assets 142,936 142,936 Less: Accumulated amortization (73,644) (69,467) Total intangible assets, net $ 69,292 $ 73,469 |
Summary of Amortization Expense Included in Consolidated Statements of Operations | Amortization expense for the periods presented is as follows: Three Months Ended March 31, 2022 March 31, 2021 (In thousands) Cost of revenue - licenses $ 829 $ 1,008 Cost of revenue - subscription 1,552 857 Research and development 169 168 Sales and marketing 1,627 1,220 Total amortization expense $ 4,177 $ 3,253 |
Schedule of Estimated Future Amortization Expense of Intangible Assets | The total estimated future amortization expense of these intangible assets as of March 31, 2022 is as follows: Year Ending December 31, (In thousands) 2022 (except the three months ended March 31, 2022) $ 12,542 2023 16,557 2024 12,674 2025 8,175 2026 4,968 Thereafter 14,376 Total amortization expense $ 69,292 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Summary of Future Minimum Lease Payments | The undiscounted annual future minimum lease payments are summarized by year in the table below: Year Ending December 31, (In thousands) 2022 (except the three months ended March 31, 2022) $ 4,299 2023 5,360 2024 5,025 2025 4,890 2026 5,036 Thereafter 12,357 Total minimum lease payments 36,967 Less: interest (2,567) Total present value of operating lease liabilities $ 34,400 Current operating lease liabilities $ 4,815 Long-term operating lease liabilities 29,585 Total operating lease liabilities $ 34,400 |
Convertible Senior Notes and _2
Convertible Senior Notes and Capped Call Transactions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Net Carrying Amount of Liability and Equity Components of Notes | The net carrying amount of the liability component of the Notes for the periods presented is as follows: As of March 31, 2022 December 31, 2021 (In thousands) Liability component Principal $ 389,840 $ 389,840 Unamortized issuance costs (4,241) (4,668) Net carrying amount $ 385,599 $ 385,172 |
Summary of Interest Expense Recognized Related to Notes | The interest expense recognized related to the Notes for the periods presented is as follows: Three Months Ended March 31, 2022 March 31, 2021 (In thousands) Contractual interest expense $ 122 $ 118 Amortization of debt issuance costs (1) 427 592 Total $ 549 $ 710 (1) Amortization of debt issuance costs includes the acceleration of unamortized debt issuance costs related to the partial conversion of the Notes. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Fair Value of Stock Options Estimated by Using Assumptions | The fair values for the Company’s stock options granted and Employee Stock Purchase Plan (the "ESPP") purchase rights, as discussed further below, during the periods presented were estimated at the grant date using a Black Scholes option-pricing model using the following weighted average assumptions: Stock Options ESPP March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021 Expected dividend rate 0% 0% 0% 0% Expected volatility 50.8% 50.8% 47.9% 50.0% Risk-free interest rate 2.00% 0.80% 0.09% 0.09% Expected term (in years) 6.25 6.25 0.50 0.50 |
Summary of Stock Option Activity | The following table summarizes stock option activity for the three months ended March 31, 2022: Number Weighted Weighted Aggregate (In thousands) (Per share) (In years) (In thousands) Balances at December 31, 2021 1,901 $ 25.52 7.0 $ 46,895 Granted 446 $ 39.75 Exercised (77) $ 17.25 Forfeited (122) $ 32.67 Balances at March 31, 2022 2,148 $ 28.36 7.4 $ 51,403 Options vested and expected to vest at March 31, 2022 2,148 $ 28.36 7.4 $ 51,403 Options vested and exercisable at March 31, 2022 1,159 $ 20.05 6.2 $ 36,792 |
Summary of Restricted Stock Unit Activity | The following table summarizes the RSU activity for the Company for the three months ended March 31, 2022: Number of Weighted Weighted Aggregate (In thousands) (Per share) (In years) (In thousands) Balances at December 31, 2021 3,631 $ 41.17 1.4 $ 175,508 Granted 1,657 $ 39.84 Vested (433) $ 35.76 Forfeited (222) $ 40.38 Balances at March 31, 2022 4,633 $ 41.23 3.1 $ 237,142 Units expected to vest at March 31, 2022 4,633 $ 41.23 3.1 $ 237,142 |
Summary of Stock-Based Compensation Expense By Underlying Equity Instrument | A summary of the Company’s stock-based compensation expense, which includes stock options, RSUs and ESPP, is presented below: Three Months Ended March 31, 2022 March 31, 2021 (In thousands) Stock options $ 1,538 $ 1,616 RSUs 13,363 7,571 ESPP 900 886 Total stock-based compensation expense $ 15,801 $ 10,073 |
Summary of Stock-Based Compensation Expense | A summary of the Company’s stock-based compensation expense as recognized on the unaudited condensed consolidated statements of operations is presented below: Three Months Ended March 31, 2022 March 31, 2021 (In thousands) Cost of revenue - subscription $ 1,256 $ 662 Cost of revenue - services and other 1,127 774 Research and development 4,435 2,220 General and administrative 2,549 2,062 Sales and marketing 6,434 4,355 Total stock-based compensation expense $ 15,801 $ 10,073 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Loss Per Share | The following table sets forth the calculation of basic and diluted net loss per share for the periods presented: Three Months Ended March 31, 2022 March 31, 2021 (In thousands, except per share data) Numerator Net loss $ (33,084) $ (15,291) Denominator Weighted average shares outstanding Basic 93,939 91,684 Diluted 93,939 91,684 Net loss per share Basic $ (0.35) $ (0.17) Diluted $ (0.35) $ (0.17) |
Schedule of Antidilutive Securities Excluded From Computation of LossPer Share | The following weighted average outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share for the periods presented because their effect would have been anti-dilutive: Three Months Ended March 31, 2022 March 31, 2021 (In thousands) Stock options to purchase common stock 2,076 2,466 RSUs issued and outstanding 4,254 3,440 ESPP 147 138 Convertible senior notes 9,573 10,565 Total 16,050 16,609 |
Geographic Information (Tables)
Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary of Consolidated Total Revenue by Geography | The following is a summary of consolidated revenues within geographic areas: Three Months Ended March 31, 2022 March 31, 2021 (In thousands) United States $ 76,652 $ 65,407 EMEA (1) 23,146 15,456 Rest of the World (1) 15,622 9,899 Total revenue $ 115,420 $ 90,762 (1) No single country outside of the United States represented more than 10% of our revenue. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Details) | Apr. 10, 2022 |
Merger Agreement | Subsequent Event | |
Business Acquisition [Line Items] | |
Common share cash exchange ratio | 65.25 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Timing of Transfer of Control and Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 115,420 | $ 90,762 |
Licenses | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 15,271 | 19,235 |
Total Subscription | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 85,591 | 59,242 |
SaaS | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 41,127 | 21,889 |
Maintenance and Support | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 42,332 | 35,474 |
Other Subscription Services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,132 | 1,879 |
Services and other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 14,558 | 12,285 |
Revenue recognized at a point in time | Licenses | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 15,271 | 19,235 |
Revenue recognized over time | Total Subscription | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 85,591 | 59,242 |
Revenue recognized over time | SaaS | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 41,127 | 21,889 |
Revenue recognized over time | Maintenance and Support | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 42,332 | 35,474 |
Revenue recognized over time | Other Subscription Services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,132 | 1,879 |
Revenue recognized over time | Services and other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 14,558 | $ 12,285 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Activity Impacting Contract Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Capitalized Contract Cost [Roll Forward] | ||
Beginning Balance | $ 94,691 | $ 54,102 |
Additional deferred contract acquisition costs | 8,665 | 6,587 |
Amortization of deferred contract acquisition costs | (6,933) | (4,328) |
Ending Balance | $ 96,423 | $ 56,361 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Impairment of intangible assets | $ 0 | $ 0 | |
Revenue recognized that was previously deferred | 98,600,000 | 63,000,000 | |
Contract asset, reclassified to receivable | 8,600,000 | $ 800,000 | |
Contract asset | $ 29,300,000 | $ 24,900,000 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Contract Balances With Deferred Revenue, Current and Noncurrent (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Contract With Customer, Liability [Roll Forward] | ||
Beginning Balance | $ 244,130 | $ 184,718 |
Decrease, net | (2,322) | (8,441) |
Ending Balance | $ 241,808 | $ 176,277 |
Revenue Recognition - Revenue R
Revenue Recognition - Revenue Remaining Performance (Details) $ in Millions | Mar. 31, 2022USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 577.9 |
Current unbilled accounts receivable | 95.1 |
Noncurrent unbilled accounts receivable | 240.7 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, amount | $ 310.1 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Total cash equivalents | $ 78,334 | $ 24,996 |
Level 1 | ||
Assets | ||
Total cash equivalents | 78,334 | 24,996 |
Level 2 | ||
Assets | ||
Total cash equivalents | 0 | 0 |
Level 3 | ||
Assets | ||
Total cash equivalents | $ 0 | $ 0 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ in Thousands | Mar. 15, 2021 | Feb. 22, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Business Acquisition [Line Items] | ||||
Business combination, consideration paid | $ 0 | $ 71,196 | ||
Intello | ||||
Business Acquisition [Line Items] | ||||
Business combination, consideration paid | $ 42,900 | |||
ERP Maestro | ||||
Business Acquisition [Line Items] | ||||
Business combination, consideration paid | $ 28,100 | |||
Business combination, acquisition related costs | $ 1,900 |
Business Combinations - Summary
Business Combinations - Summary of Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 15, 2021 | Feb. 22, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 289,430 | $ 289,430 | ||
Intello | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 1,143 | |||
Accounts receivable | 146 | |||
Prepayments and other current assets | 43 | |||
Property and equipment, net | 17 | |||
Goodwill | 32,425 | |||
Intangible assets | 12,300 | |||
Accrued expenses and other liabilities | (97) | |||
Deferred tax liability - non-current | (1,409) | |||
Deferred revenue | (536) | |||
Total fair value of assets acquired and liabilities assumed | $ 44,032 | |||
ERP Maestro | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 924 | |||
Accounts receivable | 850 | |||
Prepayments and other current assets | 59 | |||
Property and equipment, net | 152 | |||
Right-of-use assets | 223 | |||
Goodwill | 15,902 | |||
Intangible assets | 13,900 | |||
Accrued expenses and other liabilities | (503) | |||
Deferred tax liability - non-current | (1,314) | |||
Deferred revenue | (1,200) | |||
Total fair value of assets acquired and liabilities assumed | $ 28,993 |
Business Combinations - Summa_2
Business Combinations - Summary of Estimated Fair Values and Useful Lives of Identifiable Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Mar. 15, 2021 | Feb. 22, 2021 |
Intello | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 12,300 | |
Intello | Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 9,500 | |
Estimated Useful Life | 5 years | |
Intello | Customer lists | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 2,800 | |
Estimated Useful Life | 3 years | |
ERP Maestro | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 13,900 | |
ERP Maestro | Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 10,000 | |
Estimated Useful Life | 5 years | |
ERP Maestro | Customer lists | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 3,900 | |
Estimated Useful Life | 3 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 289,430,000 | $ 289,430,000 | |
Impairment of goodwill | 0 | $ 0 | |
Impairment of intangible assets | $ 0 | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Cost and Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 142,936 | $ 142,936 |
Less: Accumulated amortization | (73,644) | (69,467) |
Total intangible assets, net | $ 69,292 | 73,469 |
Customer lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life | 14 years 7 months 6 days | |
Intangible assets, gross | $ 49,200 | 49,200 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life | 8 years 7 months 6 days | |
Intangible assets, gross | $ 66,260 | 66,260 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life | 17 years | |
Intangible assets, gross | $ 24,500 | 24,500 |
Other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life | 4 years 9 months 18 days | |
Intangible assets, gross | $ 2,976 | $ 2,976 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Amortization Expense Included in Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total amortization of acquired intangibles | $ 4,177 | $ 3,253 |
Research and development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total amortization of acquired intangibles | 169 | 168 |
Sales and marketing | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total amortization of acquired intangibles | 1,627 | 1,220 |
Cost of revenue - licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total amortization of acquired intangibles | 829 | 1,008 |
Cost of revenue - subscription | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total amortization of acquired intangibles | $ 1,552 | $ 857 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 (except the three months ended March 31, 2022) | $ 12,542 | |
2023 | 16,557 | |
2024 | 12,674 | |
2025 | 8,175 | |
2026 | 4,968 | |
Thereafter | 14,376 | |
Total intangible assets, net | $ 69,292 | $ 73,469 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | ||
Financing leases | $ 0 | |
Financial Standby Letter of Credit | ||
Lessee, Lease, Description [Line Items] | ||
Letter of credit | $ 6,000,000 | $ 6,000,000 |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease terms | 7 years |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2022 (except the three months ended March 31, 2022) | $ 4,299 | |
2023 | 5,360 | |
2024 | 5,025 | |
2025 | 4,890 | |
2026 | 5,036 | |
Thereafter | 12,357 | |
Total minimum lease payments | 36,967 | |
Less: interest | (2,567) | |
Total present value of operating lease liabilities | 34,400 | |
Current operating lease liabilities | 4,815 | |
Long-term operating lease liabilities | $ 29,585 | $ 28,817 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - Merger Agreement - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Apr. 10, 2022 | |
Business Acquisition [Line Items] | ||
Business combination, acquisition related costs | $ 0.6 | |
Forecast | ||
Business Acquisition [Line Items] | ||
Contingent consideration liability | $ 69.4 |
Credit Agreement (Details)
Credit Agreement (Details) - Line of Credit | 3 Months Ended | |||
Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Sep. 30, 2019USD ($) | Mar. 11, 2019USD ($) | |
Revolving Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit maximum borrowing capacity | $ 75,000,000 | $ 150,000,000 | ||
Senior secured net leverage ratio | 3.50 | |||
Line of credit outstanding balance | $ 0 | $ 0 | ||
Total debt issuance costs | $ 800,000 | $ 800,000 | ||
Revolving Line of Credit | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Payment of unused commitment fee under credit agreement based on senior secured net leverage ratio | 0.20% | |||
Revolving Line of Credit | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Payment of unused commitment fee under credit agreement based on senior secured net leverage ratio | 0.30% | |||
Letter of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Letter of credit sublimit | $ 15,000,000 |
Convertible Senior Notes and _3
Convertible Senior Notes and Capped Call Transactions - Additional Information (Details) | 1 Months Ended | 3 Months Ended | ||
Sep. 30, 2019USD ($)$ / shares | Mar. 31, 2022USD ($)day$ / sharesshares | Mar. 31, 2021USD ($)shares | Dec. 31, 2021USD ($) | |
Capped Call Transactions | ||||
Debt Instrument [Line Items] | ||||
Payments for purchase of capped calls | $ 37,100,000 | |||
Strick price (in dollars per share) | $ / shares | $ 28.42 | |||
Cap price per share (in dollars per share) | $ / shares | $ 41.34 | |||
Capped call transactions, option indexed to issuer's equity (in shares) | shares | 14,100,000 | |||
Shares outstanding on Capped Call Transactions (in shares) | shares | 13,700,000 | |||
Common Stock | ||||
Debt Instrument [Line Items] | ||||
Settlement of capped calls related to partial conversion of convertible senior notes (in shares) | shares | 37,000 | |||
Common Stock | Capped Call Transactions | ||||
Debt Instrument [Line Items] | ||||
Settlement of capped calls related to partial conversion of convertible senior notes (in shares) | shares | 37,301 | |||
Stock received upon partial settlement of capped calls | $ 1,900,000 | |||
Convertible Senior Notes due 2024 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument principal amount | $ 400,000,000 | $ 389,840,000 | $ 389,840,000 | |
Debt instrument interest rate (as a percent) | 0.125% | |||
Net proceeds from the offering | $ 391,200,000 | |||
Payments for purchase of capped calls | $ 37,100,000 | |||
Number of trading days for convertible debt | day | 20 | |||
Number of consecutive trading days for convertible debt | day | 30 | |||
Percentage of stock price trigger for convertible debt | 130.00% | |||
Number of business days for convertible debt | day | 5 | |||
Measurement period for convertible debt | day | 5 | |||
Percentage of stock price trigger in measurement period | 98.00% | |||
Debt instrument, redemption price (as a percent) | 100.00% | |||
Carrying amount of equity components in debt conversion | $ 10,200,000 | |||
Debt issuance costs | $ 8,800,000 | |||
Effective interest rate (as a percent) | 0.57% | |||
Debt instrument remaining life | 30 months | |||
Estimated fair values of debt instrument | $ 727,000,000 | |||
Debt instrument, convertible, conversion trading price | $ 100 | |||
Convertible Senior Notes due 2024 | Common Stock | ||||
Debt Instrument [Line Items] | ||||
Initial conversion ratio | 0.0352 | |||
Debt Instrument, conversion price (in dollars per shares) | $ / shares | $ 28.42 | |||
Debt conversion, converted instrument, shares issued (in shares) | shares | 181,629 | |||
Debt instrument, fair value of shares issued in partial conversion | $ 10,100,000 |
Convertible Senior Notes and _4
Convertible Senior Notes and Capped Call Transactions - Summary of Net Carrying Amount of Liability and Equity Components of Notes (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2019 |
Debt Instrument [Line Items] | |||
Net carrying amount | $ 385,599,000 | $ 385,172,000 | |
Convertible Senior Notes due 2024 | |||
Debt Instrument [Line Items] | |||
Principal | 389,840,000 | 389,840,000 | $ 400,000,000 |
Unamortized issuance costs | (4,241,000) | (4,668,000) | |
Net carrying amount | $ 385,599,000 | $ 385,172,000 |
Convertible Senior Notes and _5
Convertible Senior Notes and Capped Call Transactions - Summary of Interest Expense Recognized Related to Notes (Details) - Convertible Senior Notes due 2024 - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Interest Expense Debt [Line Items] | ||
Contractual interest expense | $ 122 | $ 118 |
Amortization of debt issuance costs | 427 | 592 |
Total | $ 549 | $ 710 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average grant date fair value per share (in dollars per share) | $ 20.15 | $ 29.64 | |
Total fair value of shares vested | $ 3 | $ 3.2 | |
Total unrecognized compensation expense related to non-vested time-based stock options granted | $ 18 | ||
Unrecognized compensation expense, weighted-average period of recognition | 2 years 9 months 18 days | ||
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares of common stock reserve for issuance (in shares) | 1,800,000 | ||
Increase in common stock reserved (in shares) | 900,000 | ||
Shares available for issuance under ESPP Plan (in shares) | 4,100,000 | ||
Number of days prior to Merger | 10 days | ||
2015 Stock Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares of common stock reserve for issuance (in shares) | 250,000 | ||
Shares available for issuance (in shares) | 34,000 | ||
2015 Stock Option and Grant Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for issuance (in shares) | 700,000 | ||
2017 Long Term Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares of common stock reserve for issuance (in shares) | 26,600,000 | ||
Shares available for issuance (in shares) | 16,100,000 | ||
Shares of common stock options granted (in shares) | 4,400,000 | ||
Maximum | 2017 Long Term Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Expiration period | 10 years | ||
Minimum | 2017 Long Term Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Incentive Stock Options and Nonqualified Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares of common stock reserve for issuance (in shares) | 5,000,000 | ||
Expiration period | 10 years | ||
Incentive Stock Options and Nonqualified Stock Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares of common stock reserve for issuance (in shares) | 500,000 | ||
Total unrecognized compensation expense related to non-vested time-based stock options granted | $ 176.3 | ||
Unrecognized compensation expense, weighted-average period of recognition | 3 years 21 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Fair Value of Stock Options Estimated by Using Weighted Average Assumptions (Detail) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stock options to purchase common stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend rate | 0.00% | 0.00% |
Expected volatility | 50.80% | 50.80% |
Risk-free interest rate | 2.00% | 0.80% |
Expected term (in years) | 6 years 3 months | 6 years 3 months |
ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend rate | 0.00% | 0.00% |
Expected volatility | 47.90% | 50.00% |
Risk-free interest rate | 0.09% | 0.09% |
Expected term (in years) | 6 months | 6 months |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Time-Based Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | ||
Granted (in shares) | 446 | |
Exercised (in shares) | (77) | |
Forfeited (in shares) | (122) | |
Ending balance (in shares) | 2,148 | |
Options vested and expected to vest (in shares) | 2,148 | 1,901 |
Options vested and exercisable (in shares) | 1,159 | |
Weighted Average Grant Date Fair Value | ||
Weighted average exercise price, beginning balance (in dollars per share) | $ 25.52 | |
Weighted average exercise price, granted (in dollars per share) | 39.75 | |
Weighted average exercise price, exercised (in dollars per share) | 17.25 | |
Weighted average exercise price, forfeited (in dollars per share) | 32.67 | |
Weighted average exercise price, ending balance (in dollars per share) | 28.36 | $ 25.52 |
Weighted average exercise price (per share), options vested and expected to vest | 28.36 | |
Weighted average exercise price (per share), options vested and exercisable | $ 20.05 | |
Weighted Average Remaining Contractual Term | ||
Weighted average remaining contractual term (years) | 7 years 4 months 24 days | 7 years |
Weighted average contractual term (years), options vested and expected to vest | 7 years 4 months 24 days | |
Weighted average contractual term (years), options vested and exercisable | 6 years 2 months 12 days | |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value, balance | $ 51,403 | $ 46,895 |
Aggregate intrinsic value, options vested and expected to vest | 51,403 | |
Aggregate intrinsic value, options vested and exercisable | $ 36,792 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||
Weighted average contractual term (years), options vested and expected to vest | 7 years 4 months 24 days | |
RSUs | ||
Number of Shares | ||
Beginning balance (in shares) | 3,631 | |
Granted (in shares) | 1,657 | |
Vested (in shares) | (433) | |
Forfeited (in shares) | (222) | |
Ending balance (in shares) | 4,633 | 3,631 |
Unites expected to vest at period end (in shares) | 4,633 | |
Weighted Average Grant Date Fair Value | ||
Weighted average grant date fair value, beginning balance (in dollars per share) | $ 41.17 | |
Weighted average grant date fair value, granted (in dollars per share) | 39.84 | |
Weighted average grant date fair value, vested (in dollars per share) | 35.76 | |
Weighted average grant date fair value, forfeited (in dollars per share) | 40.38 | |
Weighted average grant date fair value, ending balance (in dollars per share) | 41.23 | $ 41.17 |
Weighted average grant date fair value, unites expected to vest (in dollars per share) | $ 41.23 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual term, balance | 3 years 1 month 6 days | 1 year 4 months 24 days |
Weighted average contractual term (years), options vested and expected to vest | 3 years 1 month 6 days | |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value, balance | $ 237,142 | $ 175,508 |
Aggregate intrinsic value, units expected to vest | $ 237,142 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Stock-Based Compensation Expense By Underlying Equity Instrument (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 15,801 | $ 10,073 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 1,538 | 1,616 |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 13,363 | 7,571 |
ESPP | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 900 | $ 886 |
Stock-Based Compensation - Su_5
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 15,801 | $ 10,073 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 4,435 | 2,220 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 2,549 | 2,062 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 6,434 | 4,355 |
Cost of revenue - subscription | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 1,256 | 662 |
Cost of revenue - services and other | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 1,127 | $ 774 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate (as a percent) | (3.20%) | 5.50% |
Interest or penalties | $ 0 | $ 0 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator | ||
Net loss | $ (33,084) | $ (15,291) |
Weighted average shares outstanding | ||
Basic (in shares) | 93,939 | 91,684 |
Diluted (in shares) | 93,939 | 91,684 |
Net loss per share | ||
Basic (in dollars per share) | $ (0.35) | $ (0.17) |
Diluted (in dollars per share) | $ (0.35) | $ (0.17) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Antidilutive Securities Excluded From Computation of Loss Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average outstanding shares of common stock equivalents excluded from the computation of diluted net loss per share (in shares) | 16,050 | 16,609 |
Stock options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average outstanding shares of common stock equivalents excluded from the computation of diluted net loss per share (in shares) | 2,076 | 2,466 |
RSUs issued and outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average outstanding shares of common stock equivalents excluded from the computation of diluted net loss per share (in shares) | 4,254 | 3,440 |
ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average outstanding shares of common stock equivalents excluded from the computation of diluted net loss per share (in shares) | 147 | 138 |
Convertible senior notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average outstanding shares of common stock equivalents excluded from the computation of diluted net loss per share (in shares) | 9,573 | 10,565 |
Geographic Information - Additi
Geographic Information - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Geographic Information - Summar
Geographic Information - Summary of Consolidated Total Revenue by Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | $ 115,420 | $ 90,762 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | 76,652 | 65,407 |
EMEA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | 23,146 | 15,456 |
Rest of the World | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | $ 15,622 | $ 9,899 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Merger Agreement $ in Millions | Apr. 10, 2022USD ($) |
Subsequent Event [Line Items] | |
Common share cash exchange ratio | 65.25 |
Forecast | |
Subsequent Event [Line Items] | |
Termination fee receivable | $ 425.1 |
Termination fee payable | 212.5 |
Termination fee payable applicable to superior proposal | $ 81.8 |
Uncategorized Items - sail-2022
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |