Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 25, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Talend SA | ||
Entity Central Index Key | 1,668,105 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 1.7 | ||
Entity Common Stock, Shares Outstanding | 30,305,390 | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED STATEMENTS OF FINA
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 33,740 | $ 87,024 |
Accounts receivables, net of allowance for doubtful accounts of $1,409 and $1,882 as of December 31, 2017 and 2018, respectively | 67,531 | 57,129 |
Contract acquisition costs | 9,563 | |
Other current assets | 9,825 | 8,311 |
Total current assets | 120,659 | 152,464 |
Non-current assets: | ||
Contract acquisition costs | 19,390 | |
Property and equipment, net | 6,335 | 3,473 |
Goodwill | 49,659 | 6,196 |
Intangible assets, net | 19,420 | 7,528 |
Other non-current assets | 3,661 | 3,137 |
Total non-current assets | 98,465 | 20,334 |
Total assets | 219,124 | 172,798 |
Current liabilities: | ||
Accounts payable | 5,760 | 4,203 |
Accrued expenses and other current liabilities | 36,475 | 27,504 |
Contract liabilities - deferred revenue, current | 124,416 | 118,601 |
Short-term debt | 208 | 1,188 |
Total current liabilities | 166,859 | 151,496 |
Non-current liabilities: | ||
Deferred income taxes | 469 | |
Other non-current liabilities | 950 | 787 |
Contract liabilities - deferred revenue, non-current | 25,731 | 21,618 |
Long-term debt | 676 | 7 |
Total non-current liabilities | 27,826 | 22,412 |
Total liabilities | 194,685 | 173,908 |
Commitments and contingencies (Note 17) | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Ordinary shares, par value €0.08 per share; 29,439,767 and 30,158,374 shares authorized, issued and outstanding at December 31, 2017 and 2018, respectively | 3,128 | 3,059 |
Additional paid-in capital | 244,878 | 215,390 |
Accumulated other comprehensive income | 607 | 672 |
Other reserves | 138 | 49 |
Accumulated losses | (224,312) | (220,280) |
Total stockholders’ equity (deficit) | 24,439 | (1,110) |
Total liabilities and stockholders’ equity (deficit) | $ 219,124 | $ 172,798 |
CONSOLIDATED STATEMENTS OF FI_2
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (parenthetical) shares in Thousands, $ in Thousands | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares |
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION | ||
Allowance for doubtful accounts (in dollars) | $ | $ 1,882 | $ 1,409 |
Common stock, shares authorized (in shares) | 29,439,767 | 30,158,374 |
Common stock, shares issued (in shares) | 29,439,767 | 30,158,374 |
Common stock, shares outstanding (in shares) | 29,439,767 | 30,158,374 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | |||
Total revenue | $ 204,323 | $ 148,595 | $ 105,984 |
Cost of revenue | |||
Total cost of revenue | 49,494 | 34,159 | 25,568 |
Gross profit | 154,829 | 114,436 | 80,416 |
Operating expenses | |||
Sales and marketing | 113,650 | 86,892 | 67,580 |
Research and development | 42,359 | 26,835 | 19,251 |
General and administrative | 40,357 | 29,446 | 19,577 |
Total operating expenses | 196,366 | 143,173 | 106,408 |
Loss from operations | (41,537) | (28,737) | (25,992) |
Other income (expense), net | 855 | (2,147) | 1,812 |
Loss before income tax expense | (40,682) | (30,884) | (24,180) |
Income tax (expense) benefit | 323 | (324) | (63) |
Net loss for the year | $ (40,359) | $ (31,208) | $ (24,243) |
Net loss per share attributable to ordinary shareholders: | |||
Basic and diluted net loss per share | $ (1.35) | $ (1.08) | $ (1.68) |
Weighted-average shares outstanding used to compute net loss per share attributable to ordinary shareholders: | 29,841 | 28,966 | 14,464 |
Subscriptions | |||
Revenue | |||
Total revenue | $ 174,887 | $ 125,898 | $ 88,629 |
Cost of revenue | |||
Total cost of revenue | 23,094 | 16,367 | 12,278 |
Professional services | |||
Revenue | |||
Total revenue | 29,436 | 22,697 | 17,355 |
Cost of revenue | |||
Total cost of revenue | $ 26,400 | $ 17,792 | $ 13,290 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Net loss for the year | $ (40,359) | $ (31,208) | $ (24,243) |
Foreign currency translation adjustment | (65) | (879) | (463) |
Total comprehensive loss for the year | $ (40,424) | $ (32,087) | $ (24,706) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT) - USD ($) $ in Thousands | Ordinary shares | Additional paid-in capital | Accumulated other comprehensive income | Other reserves | Accumulated loss | Total |
Balance at the beginning of the period at Dec. 31, 2015 | $ 2,450 | $ 99,511 | $ 2,014 | $ 8,371 | $ (164,829) | $ (52,483) |
Balance at beginning (in shares) at Dec. 31, 2015 | 3,905,110 | |||||
Comprehensive loss: | ||||||
Net loss for the year | (24,243) | (24,243) | ||||
Other comprehensive loss | (463) | (463) | ||||
Total comprehensive loss for the year | (463) | (24,243) | (24,706) | |||
Issuance of ordinary shares upon initial public offering, net of offering costs and underwriters commissions and discounts | $ 510 | 90,818 | 91,328 | |||
Issuance of ordinary shares upon initial public offering, net of offering costs and underwriters commissions and discounts (in shares) | 5,706,852 | |||||
Conversion of preferred shares to ordinary at closing of IPO (in shares) | 18,732,416 | |||||
Exercise of stock awards | $ 20 | 872 | 892 | |||
Exercise of stock awards (in shares) | 212,775 | |||||
Release of other reserves upon the completion of initial public offering | 8,371 | (8,371) | ||||
Stock-based compensation | 2,994 | 2,994 | ||||
Balance at the end of the period at Dec. 31, 2016 | $ 2,980 | 202,566 | 1,551 | (189,072) | 18,025 | |
Balance at end (in shares) at Dec. 31, 2016 | 28,557,153 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Restated balance (in shares) | 29,439,767 | |||||
Comprehensive loss: | ||||||
Net loss for the year | (31,208) | (31,208) | ||||
Other comprehensive loss | (879) | (879) | ||||
Total comprehensive loss for the year | (879) | (31,208) | (32,087) | |||
Restricted stock units reserve | (49) | 49 | ||||
Exercise of stock awards | $ 79 | 6,593 | 6,672 | |||
Exercise of stock awards (in shares) | 882,614 | |||||
Stock-based compensation | 6,280 | 6,280 | ||||
Balance at the end of the period at Dec. 31, 2017 | $ 3,059 | 215,390 | 672 | 49 | (220,280) | (1,110) |
Balance at end (in shares) at Dec. 31, 2017 | 29,439,767 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Adjustment on initial application of ASC 606, net of tax | 36,327 | 36,327 | ||||
Restated balance | $ 3,059 | 215,390 | 672 | 49 | (183,953) | 35,217 |
Comprehensive loss: | ||||||
Net loss for the year | (40,359) | (40,359) | ||||
Other comprehensive loss | (65) | (65) | ||||
Total comprehensive loss for the year | (65) | (40,359) | (40,424) | |||
Restricted stock units reserve | (138) | 89 | (49) | |||
Shares issued from restricted stock unit vesting | $ 8 | (8) | ||||
Shares issued from restricted stock unit vesting (in shares) | 92,228 | |||||
Exercise of stock awards | $ 57 | 6,996 | 7,053 | |||
Exercise of stock awards (in shares) | 576,901 | |||||
Issuance of ordinary shares in connection with employee stock purchase plan | $ 4 | 1,801 | 1,805 | |||
Issuance of ordinary shares in connection with employee stock purchase plan (in shares) | 49,478 | |||||
Stock-based compensation | 20,837 | 20,837 | ||||
Balance at the end of the period at Dec. 31, 2018 | $ 3,128 | $ 244,878 | $ 607 | $ 138 | $ (224,312) | $ 24,439 |
Balance at end (in shares) at Dec. 31, 2018 | 30,158,374 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net loss for the year | $ (40,359) | $ (31,208) | $ (24,243) |
Adjustments to reconcile net loss to net cash from operating activities: | |||
Depreciation | 2,034 | 1,527 | 1,193 |
Amortization of intangible assets | 2,521 | 567 | 314 |
Unrealized (gain) loss foreign exchange | 134 | 1,751 | (2,486) |
Non-cash finance costs | 85 | ||
Share-based compensation | 20,837 | 6,280 | 2,994 |
Deferred income taxes | (327) | ||
Income tax for the year | (323) | 324 | 63 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (12,387) | (16,533) | (12,545) |
Other assets | (6,569) | (1,747) | (1,524) |
Accounts payable, accrued expenses and other current liabilities | 11,630 | 7,629 | 6,753 |
Contract liabilities - deferred revenue | 26,040 | 29,089 | 32,769 |
Net cash (used in) from operating activities | 3,231 | (2,321) | 3,373 |
Cash flows from investing activities: | |||
Acquisition of property and equipment | (5,006) | (2,224) | (1,417) |
Cash consideration for business acquisition, net of cash acquired | (59,493) | (9,189) | |
Net cash used in investing activities | (64,499) | (11,413) | (1,417) |
Cash flows from financing activities: | |||
Proceeds from issuance of ordinary shares upon initial public offering, net of offering costs and underwriters commissions and discounts | 91,818 | ||
Proceeds from issuance of ordinary shares related to exercise of stock awards | 7,053 | 6,672 | 926 |
Proceeds from issuance of ordinary shares related to employee stock purchase plan | 1,805 | ||
Proceeds from borrowings | 2,000 | ||
Repayment of borrowings | (242) | (153) | (12,142) |
Prepayment fee under Square 1 loan | (267) | ||
Net cash from financing activities | 8,616 | 6,519 | 82,335 |
Net increase (decrease) in cash and cash equivalents | (52,652) | (7,215) | 84,291 |
Cash and cash equivalents at beginning of the year | 87,024 | 91,023 | 6,930 |
Effect of exchange rate changes on cash and cash equivalents | (632) | 3,216 | (198) |
Cash and cash equivalents at end of year | 33,740 | 87,024 | 91,023 |
Supplemental disclosures | |||
Cash paid for income taxes | 302 | 158 | 172 |
Cash paid for interest | $ 7 | $ 7 | $ 461 |
Organization and description of
Organization and description of business | 12 Months Ended |
Dec. 31, 2018 | |
Organization and description of business | |
Organization and description of business | 1. The Company is incorporated in France with its main office in Redwood City, California. Talend's software platform, Talend Data Fabric, integrates data and applications in real-time across modern big data and cloud environments, as well as traditional systems, allowing organizations to develop a unified view of their business and customers. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2018 | |
Summary of significant accounting policies | |
Summary of significant accounting policies | 2. The significant accounting policies adopted in the preparation of these consolidated financial statements are set out below. These accounting policies have been consistently applied to all years presented, unless otherwise stated. (a) The consolidated financial statements as of and for the year ended December 31, 2018 have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. (b) The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant items subject to such estimates include, but are not limited to, revenue recognition (including allocation of the transaction price to separate performance obligations), the amortization period for contract acquisition costs, fair value of acquired intangible assets and goodwill and share‑based compensation expense. These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ significantly from these estimates. (c) In March 2014, the Financial Accounting Standards Board (“FASB”) issued ASC 2014-09, Revenue from Contracts with Customers (codified in ASC 606), and added ASC 340-40, Other Assets and Deferred Costs – Contracts with Customers , to codify the guidance on other assets and deferred costs relating to contracts with customers (collectively, the “standard”), along with consequential amendments to existing standards. The standard was subsequently amended in March, April and May 2016 and supersedes virtually all revenue recognition guidance in US GAAP. The standard’s core principle is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard creates a five-step model to achieve its core principle: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the separate performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. In addition, entities must disclose sufficient qualitative and quantitative information to enable users of the financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Qualitative and quantitative disclosures are also required. The Group has adopted the standard on January 1, 2018 on a modified retrospective method and applied the new standard only to contracts that were not completed contracts as of January 1, 2018. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718) , which simplifies the accounting for share-based payment transactions, including accounting for income taxes, forfeitures, and classification in the statement of cash flows. As of January 1, 2018, we adopted the applicable provisions of ASU No. 2016-09 as follows: · The guidance requires excess tax benefits and tax deficiencies to be recorded as income tax benefit or expense in the statement of operations when the awards vest or are settled, and eliminates the requirement to reclassify cash flows related to excess tax benefits from operating activities to financing activities on the statement of cash flows. We adopted the guidance prospectively effective January 1, 2018. The Company had no amounts previously recorded to additional paid-in capital related to windfall tax benefits prior to January 1, 2018. · The guidance eliminates the requirement that excess tax benefits must be realized (through a reduction in income taxes payable) before companies can recognize them. We have applied the modified retrospective transition method upon adoption. The Company has never recorded unrecognized excess tax as a deferred tax asset, as a result no cumulative-effect adjustment to accumulated deficit was required as of January 1, 2018. (d) In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which requires the recognition of lease assets and lease liabilities on the balance sheet by lessees for those leases currently classified as operating leases under ASC Topic 840 Leases. In 2018, the FASB issued ASU 2018-10, 2018-11 and 2018-20, providing, among other things, codification improvements, the optional transition method, the treatment of sales and similar taxes as lease cost by policy elections, the requirement to exclude certain variable payments from consideration and the allocation of certain variable payments between lease and non-lease components. The standard is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted . The Group will adopt the standard in the first quarter of 2019, utilizing the optional transition method for adoption, which allows entities to continue to apply the legacy guidance in ASC 840, Leases , including disclosure requirements, in the comparative periods presented in the year of adoption. Upon adoption, we will recognize right-of-use assets and operating lease liabilities on our consolidated balance sheets, which will increase our total assets and total liabilities. We are assessing the final impact of ASU 2016-02 on our consolidated financial statements but we expect that the adoption will result in recognition of approximately $41.0 million (before discounting impact) right-of-use asset and a roughly equal amount of operating lease liability as a result of substantially all operating leases existing as of the adoption date being capitalized along with the associated obligations. The $41.0 million represents the total undiscounted future lease obligations at December 31, 2018 and the final impact will be discounted. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment , which modifies the goodwill impairment test and requires an entity to write down the carrying value of goodwill for the amount by which the carrying amount of a reporting unit exceeds its fair value. The standard is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Group is currently evaluating the effect ASU 2017-04 will have on the consolidated financial statements and related disclosures. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-based Payments . This ASU expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. The effective date for the standard is for interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted, but no earlier than the adoption date of Topic 606. The new guidance is required to be applied retrospectively with the cumulative effect recognized at the date of initial application. The Group is currently evaluating the effect ASU 2018-07 will have on the consolidated financial statements and related disclosures but does not expect it to have a material impact. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820) . The updated guidance improves the disclosure requirements on fair value measurements. The updated guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted, further, an entity is permitted to early adopt any removed or modified disclosure requirements, and delay adoption of the additional disclosure. The Company is currently evaluating the effect ASU 2018-13 will have on the consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract . This guidance requires companies to apply the internal-use software guidance in ASC 350-40 to implementation costs incurred in a hosting arrangement that is a service contract to determine whether to capitalize certain implementation costs or expense them as incurred. The updated guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating the effect ASU 2018-15 will have on the consolidated financial statements and related disclosures. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 , which clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer. In addition, ASU 2018-18 precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that transaction. This guidance will be effective for the Company beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating the effect ASU 2018-18 will have on the consolidated financial statements and related disclosures. There have been no other recent accounting pronouncements or changes in accounting pronouncements that would be significant, or potentially significant, to the Group. (e) The Group primarily derives revenue from contracts with customers, as follows: subscription-based licenses to Talend technologies, sold either directly or indirectly to customers; and related professional services revenue. The Group accounts for revenue in accordance with ASC 606, which the Company adopted on January 1, 2018 using the modified retrospective method. The Group recognizes revenue when control over performance obligations transfers to customers, in amounts that reflect the consideration the Group expects to be entitled to in exchange for those services. Subscriptions Subscriptions for our on-premise licenses include both a right to use the underlying software and a right to receive technical support and fixes and updates to the software, on a when-and-if available basis, during the subscription term. The Group has concluded that the rights to use the software, which is recognized upon delivery of the license key, and to receive technical support and software fixes and updates, which is recognized over the term of the arrangement, are separate performance obligations. Subscriptions for our cloud-based offerings represent the right of access to our software as a service for which revenue is recognized ratably over the term of the arrangement. Subscriptions have a contractual term of one to three years and are generally billed annually in advance and are non-cancelable. For the fiscal years ended December 31, 2017 and 2018, new subscription sales had an average pre-billed duration of 1.3 and 1.1 years, respectively. The Group sells subscriptions to customers either directly or indirectly through non-exclusive value-added channel partners and resellers (collectively, “resellers”). Resellers market, sell and provide the Group’s products and support services to end-users and the Group does not have the ability or the contractual right to establish pricing between resellers and end users. Revenue through resellers follows the same revenue recognition as applied for subscriptions and technical support and fixes and updates to software as discussed in the paragraph above. Professional services The Group offers professional services which include consulting and training and associated expenses. Consulting services include implementation support to our customers during subscription setup and consist of time-based arrangements for which the revenue is recognized as the services are rendered. Training revenue results from contracts to provide educational services to customers and partners regarding the use of the Group technologies and is recognized as training is delivered. Identification of the performance obligations in the contract The Group has concluded that all performance obligations are distinct as follows: · The intellectual property (IP) rights and support and maintenance are distinct performance obligations as the Group does not provide a significant service of integrating the IP rights and support and maintenance into a bundle of goods or services that represent a combined output. Neither the IP rights nor the support and maintenance are significantly modified or customized by the other, and the IP rights and support and maintenance are not highly interdependent or highly interrelated. The Group would be able to fulfill its promise by transferring each of the IP rights and support and maintenance independently. · The updates provided as part of the support and maintenance included in the subscription are not critical to customers’ ability to continue to derive benefits from the IP in the absence of such updates. The subscription provides customers a right to use the Group’s IP as customers can direct the use of and obtain substantially all of the remaining benefits from a license at the point in time the license is granted. Allocation of the transaction price to the performance obligations in the contract As required by the standard, the Group allocates the transaction price to separate performance obligations on a relative standalone selling prices basis, and has determined (or estimated, as applicable) standalone selling prices as follows: · For performance obligations related to the right to use the software included in a subscription and right to receive support, fixes and updates to the software, on a when-and-if available basis, during the subscription term, the Group has developed a model to allocate the subscription price to these performance obligations as stand-alone selling prices are not directly observable. The subscription price is allocated in proportion to the costs incurred in generating such revenue, taking into consideration a margin rate deemed reflective of market conditions evolving over time. The model also takes into consideration the estimated technology useful life. · Professional services – based on prices charged when these services are sold on a standalone basis. Revenue is recognized when, or as, the Group satisfies a performance obligation · Right to use the software included in a subscription – when the license key is delivered to the customer. · Right to receive support, fixes and updates to the software, on a when-and-if available basis is recognized ratably over the subscription term. The Group has concluded that support services are a stand-ready obligation to provide support to customers when-and-as needed throughout the support period. Promises to provide unspecified updates, upgrades and enhancements during the subscription term should similarly be viewed as stand-ready obligations given the historical frequency of maintenance releases provided to customers during the subscription term. · Professional services – as services are rendered. · Additionally, the Group occasionally enters into arrangements to embed its proprietary software or other generated code into a third-party application or service in exchange for sales- or usage-based royalties. As licensees do not generally report and pay royalties owed for sales/usage in any given quarter until after conclusion of that quarter, the Group recognizes royalty revenue based on estimates of licensees’ sales/usage in the quarter, with a booking each quarter and a royalty estimate true up recorded in the following quarter as a separate booking. Contracts with multiple performance obligations The Group may enter into transactions that contain multiple performance obligations where a subscription and consulting and training services are sold together. For these contracts, the Group accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Group is able to determine reliably the standalone selling price of a consulting or training service component based on historical pricing for the component or a similar component that has been sold on a standalone basis. The transaction price allocated to each performance obligation is recognized as revenue when the services performance obligation is satisfied. Contract acquisition costs Contract acquisition costs consist of sales commissions earned by the Group’s sales force and are considered incremental and recoverable costs of obtaining a contract with a customer. The majority of these costs are deferred and then amortized on a straight-line basis over a period of benefit that the Group has determined to be five years based on historical patterns of renewals and forecasted life of the Group’s licensed technology. Amortization expense is included in Sales and marketing expenses in the accompanying consolidated statements of operations. Contract liabilities - deferred revenue Deferred revenue predominantly consists of the portion of the subscription price allocated to support and maintenance services that will be recognized ratably over the remaining subscription term, and prepaid but unused consulting and training services. Impact of adoption of ASC 606 on the Group’s financial statements Historical financial results for reporting periods prior to 2018 have not been retroactively restated and are presented under ASC 605. The Group has adopted ASC 606 on a modified retrospective method and the cumulative effect of the changes made to the Group’s consolidated January 1, 2018 statement of financial position for the adoption of ASC 606 were as follows (in thousands): Consolidated Statement of Financial Position Balance at December 31, 2017 Adjustments due Balance at under previous GAAP to ASC 606 January 1, 2018 Assets Contract acquisition costs $ — $ 25,181 $ 25,181 Liabilities Contract liabilities - deferred revenue 140,219 (12,159) 128,060 Equity Accumulated losses $ (220,280) $ 36,555 $ (183,725) The adoption adjustment above to accumulated loss contains a foreign currency translation adjustment amount of $228 thousand, related to prior period activity booked to the statement of operations but adjusted at January 1, 2018, while the adoption adjustment to accumulated loss on the consolidated statement of changes in equity (deficit) does not contain the foreign currency impact, both adjustments are presented net of tax of $0.8 million. In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on our consolidated statement of operations and consolidated statement of financial position was as follows (in thousands): Consolidated Statement of Operations For the year ended December 31, 2018 Balance Without Adoption of Effect of Change As Reported ASC 606 Higher/(Lower) Revenue Subscriptions $ 174,887 $ 170,419 $ 4,468 Operating expenses Sales and marketing 113,650 118,085 (4,435) Income tax benefit 323 138 185 Net loss for the year $ (40,359) $ (49,447) $ 9,088 Consolidated Statement of Financial Position As of December 31, 2018 Effect of Change Higher/(Lower) Balance Without Adoption impact Impact of Adoption of to opening balance applying ASC 606 As Reported ASC 606 at January 1, 2018 for the period Assets Contract acquisition costs $ 28,953 $ — $ 25,181 $ 3,772 Liabilities Contract liabilities - deferred revenue 150,147 166,774 (12,159) (4,468) Equity Accumulated losses $ (224,312) $ (211,420) $ 36,555 $ (49,447) Disclosures Related to our Contracts with Customers Sales commissions earned by the Group’s sales force are considered incremental and recoverable costs of obtaining a contract with a customer. The Group recognizes these incremental costs of obtaining a subscription contract with a customer if the Group expects the benefit of those costs to be longer than one year. The Group amortizes the majority of the incremental sales commission costs to obtain a subscription contract on a straight-line basis over a period of benefit that we have determined to be five years. The Group recognizes these sales commissions as contract acquisition costs on the statement of financial position. Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to the Group’s contracts with customers. The Group may record assets for amounts related to performance obligations that are satisfied but not yet billed and/or collected. These assets would be recorded as contract assets rather than receivables when receipt of the consideration is conditional on something other than the passage of time. Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance obligations. These liabilities are classified as current and non-current contract liabilities – deferred revenue in the statement of financial position. Under ASC 606, contracts with customers are reflected in the consolidated balance sheets. The following table reflects the Group’s accounts receivables, contract acquisition costs and contract liabilities – deferred revenue (in thousands). · Accounts receivable, net represents amounts billed to customers in accordance with contract terms for which payment has not yet been received. It is presented net of the allowance for doubtful accounts as part of current assets. · Contract assets – are unbilled revenue, represent timing difference between the satisfaction of performance obligations by the Group and the invoicing and collection of related amounts. · Contract acquisition costs include deferred sales commissions. · Contract liabilities – deferred revenue represents amounts received as consideration from the Group’s customers in advance of performance on a portion of the contract as of the end of the reporting period. Under ASC 606, this balance represents our contract liabilities. December 31, 2017 December 31, 2018 Assets Accounts receivables, net $ 57,129 $ 67,531 Contract assets - unbilled revenue 782 941 Contract acquisition costs - current — 9,563 Contract acquisition costs - non-current — 19,390 Total contract assets $ 57,911 $ 97,424 Liabilities Contract liabilities - deferred revenue - current 118,601 124,416 Contract liabilities - deferred revenue - non-current 21,618 25,731 Total contract liabilities $ 140,219 $ 150,147 Significant changes in the contract acquisition costs and the contract liabilities balances during the period are as follows (in thousands): Contract assets - Contract Contract liabilities - unbilled revenue acquisition costs deferred revenue Balances at January 1, 2018 $ 782 $ 25,181 $ 128,060 Transferred to receivable from unbilled revenue recognized at the beginning of the period (628) Increase due to new unbilled revenue 787 Additional contract acquisition costs deferred — 12,692 — Amortization of deferred contract acquisition costs — (8,920) — Performance obligations satisfied during the period that were included in the contract liability balance at the beginning of the period — — (105,038) Increases due to invoicing prior to satisfaction of performance obligations, net of amounts recognized as revenue during the period — — 127,125 Balances at December 31, 2018 $ 941 $ 28,953 $ 150,147 As of December 31, 2018, $9.6 million of the Group’s contract acquisition costs are expected to be amortized within the next 12 months and therefore are included in current assets. The remaining amount of Group’s contract acquisition costs are included in non-current assets. There were no impairments of assets related to Group’s contract acquisition costs during the year-ended December 31, 2018. Remaining Performance Obligations Our contracts with customers include amounts allocated to performance obligations that will be satisfied at a later date. As of December 31, 2018, $182.2 million of deferred revenue and backlog is expected to be recognized from remaining performance obligations for subscription contracts in the amount of approximately $133.4 million over the next 12 months and approximately $48.8 million thereafter. Revenue from remaining performance obligations for professional services contracts as of December 31, 2018 was not material. Disaggregation of Revenues See Note 8 “Revenues by geographic region” for details regarding disclosures on the disaggregation of revenues. (f) Business combinations are accounted for using the acquisition method whereby acquired companies are included in the consolidated financial statements from their acquisition date. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values of the assets transferred to the Group and liabilities assumed by the Group. If contingent consideration is identified in an acquisition, it is recorded at fair value determined on the acquisition date using a discounted cash flow model. Subsequently, contingent consideration that is classified as equity is not re-measured while other contingent consideration is re-measured to fair value at each reporting period with gains or losses recorded in profit and loss. The Group elects on a transaction-by-transaction basis whether to measure non-controlling interest at its fair value, or at its proportionate share of the recognized amount of the identifiable net assets, at the acquisition date. Transaction costs, other than those associated with the issue of debt or equity securities, which are incurred by the Group in connection with a business combination are expensed as incurred and recorded in general and administrative expenses. The Group measures goodwill as the consideration transferred plus the recognized amount of any non-controlling interest in the acquired entity, less the net recognized amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all measured as of the acquisition date. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Goodwill is subsequently measured at cost less accumulated impairment losses. If the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred plus the amount of any non-controlling interests in the acquired entity, the excess is recognized in the consolidated statements of operations as a bargain purchase gain. (g) Functional and presentation currency The functional currency for the Company is the Euro; however, these consolidated financial statements are presented in U.S. dollars, which is the Company's reporting currency. Assets and liabilities that are not denominated in the functional currency are remeasured into the functional currency with any related gain or loss recorded in earnings. The Company translates assets and liabilities of its non-U.S. dollar functional currency foreign operations into the U.S. dollar reporting currency at exchange rates in effect at the balance sheet date. The Company translates income and expense items of such foreign operations into the U.S. dollar reporting currency at average exchange rates for the period. Accumulated translation adjustments are reported in stockholders’ equity, as a component of accumulated other comprehensive income (loss). Foreign currency transactions Transactions in foreign currencies are initially recorded by the Group entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate of exchange at the reporting date. Foreign currency differences arising on translation are generally recognized in the consolidated statements of operations. Long-term monetary assets held by the Company in a foreign subsidiary for which settlement is neither planned or anticipated to occur in the foreseeable future are a part of the entity’s net investment in a foreign operation. Accordingly, pursuant to ASC 830, exchange differences on these items are recorded in other comprehensive income until the investment’s disposal or disqualification. Translation from functional to presentation currency Assets and liabilities of the Company and its subsidiaries are translated from their functional currency into the U.S. dollar presentation currency at the rate of exchange prevailing at the reporting date and their statements of operations are translated at average exchange rates. The average rate is determined by taking the average of the month-end closing rates, unless such method results in a material distortion. The exchange differences arising on translation to the presentation currency for consolidation are recognized in other comprehensive income (loss) and accumulated in the foreign currency translation reserve. (h) (i) The Group has the following non-derivative financial assets: deposits, trade receivables and certain other receivables and cash and cash equivalents. The Group initially recognizes non-derivative financial assets on the date that they are originated. Loans and receivables Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses. A valuation allowance for trade receivables is recognized if the recoverable amount is less than the carrying amount. Loans and receivables comprise deposits, trade receivables and certain other receivables. Cash and cash equivalents Cash and cash equivalents comprised of cash at banks and highly liquid deposits with original maturities of less than three months that are readily convertible into a known amount of cash and are subject to insignificant risk of changes in value. (ii) The Group has the following non-derivative financial liabilities: borrowings and trade and other payables. The Group initially recognizes non-derivative financial liabilities on the date that they are originated. Such financial liabilities are recognized initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortized cost using the effective interest method. Advances for research and development projects are obtained by BPI France and are reimbursable should the project be successful (see Note 15). These interest free rate advances are initially accounted for a fair value by discounting future cash flows at a market interest rate. Subsequent to initial recognition, they are measured at amortized cost using the effective interest method. The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in the consolidated statements of operations. (i) Financial instruments that potentially expose the Company to a concentration of credit risk consist primarily of cash, cash equivalents and accounts receivable. The Company maintains cash and cash equivalents with financial institution |
Fair value measurement
Fair value measurement | 12 Months Ended |
Dec. 31, 2018 | |
Fair value measurement | |
Fair value measurement | 3. The Group reports assets and liabilities recorded at fair value on the Group’s consolidated balance sheets based upon the level of judgment associated with inputs used to measure their fair value. Hierarchical levels that are directly related to the amount of judgement associated with the inputs to the valuation of these assets or liabilities Level 1: observable quoted prices (unadjusted) in active markets for identical financial assets or liabilities. Level 2: inputs other than quoted prices (other than level 1) in active markets, that are observable either directly (i.e. as prices) or indirectly (i.e. derived from prices). Level 3: unobservable inputs that are supported by little or no market data, and may require significant management judgment or estimation. The fair value measurement level within the fair value hierarchy for a particular asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. Financial instruments not measured at fair value on the Company's consolidated statement of financial position, but which require disclosure of their fair values include: cash and cash equivalents, accounts receivables and certain other receivables, deposits, accounts and certain other payables and debt. For cash and cash equivalents, accounts receivables and certain other receivables, accounts and certain other payables, their fair value is deemed to approximate their carrying amount due to the short-term nature of these balances For deposits, as they are not significant, the difference between their fair value and their carrying amount is not deemed significant. For debt, their fair value was categorized as Level 2 and was estimated based on a discounted cash flow method using a market interest rate for similar debt. There has been no transfer between levels of the fair value hierarchy during the years ended December 31, 2017 or 2018. |
Cash and cash equivalents and o
Cash and cash equivalents and other assets and liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Cash and cash equivalents and other assets and liabilities | |
Cash and cash equivalents and other assets and liabilities | 4. Cash and cash equivalents Cash and cash equivalents consisted of the following (in thousands): As of December 31, 2017 2018 Cash at banks $ 36,099 $ 32,437 Cash equivalents 50,925 1,303 Total cash and cash equivalents $ 87,024 $ 33,740 At December 31, 2018, cash equivalents consist of money market securities. At December 31, 2018, the total cash and cash equivalents denominated in currencies other than the U.S. Dollar amount to $27.7 million, including $10.6 million denominated in Euros. Other current and non-current assets Prepaid expenses and other current assets consisted of the following (in thousands): As of December 31, 2017 2018 Royalties $ 747 $ 1,464 Software subscriptions 1,699 2,067 Research tax credit 1,023 612 Unbilled revenue 782 941 Prepaid rent 27 149 Prepaid insurance 477 568 Prepaid sales and marketing events 504 1,996 Other assets 3,052 2,028 Total other current assets $ 8,311 $ 9,825 Other assets primarily relate to loans and advances to employees and various deposits. Other non-current assets consisted of the following (in thousands): As of December 31, 2017 2018 Research tax credit $ 2,002 $ 2,214 Deposits 845 793 Royalties 197 587 Other non-current assets 93 67 Total other non-current assets $ 3,137 $ 3,661 Accrued expenses and other liabilities Accrued expenses and other liabilities consisted of the following (in thousands): As of December 31, 2017 2018 Accrued compensation and benefits $ 14,670 $ 21,343 VAT payable 4,873 5,051 Other taxes 455 698 Contingent liabilities 1,145 408 Other current liabilities 6,361 8,975 Accrued expenses and other liabilities $ 27,504 $ 36,475 The contingent liabilities include severance provisions and estimated legal expenses for disputes with former employees. Other current liabilities primarily relate to accrued expenses incurred in the ordinary course of business. |
Property and equipment
Property and equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property and equipment | |
Property and equipment | 5. The cost and accumulated depreciation of property and equipment are as follows (in thousands): December 31, December 31, 2017 2018 Computer equipment and software $ 5,313 $ 6,778 Fixtures and fittings 1,227 1,925 Leashold improvements 2,584 4,823 Property and equipment, gross 9,124 13,526 Less: accumulated depreciation and amortization (5,651) (7,191) Property and equipment, net $ 3,473 $ 6,335 Depreciation expense related to property and equipment during the years ended December 31, 2016, 2017 and 2018 was $1.2 million, $1.5 million and $2.0 million, respectively |
Goodwill and intangible assets
Goodwill and intangible assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and intangible assets | |
Goodwill and intangible assets | 6. Goodwill Goodwill consisted of the following (in thousands): Balance at January 1, 2017 $ 2,912 Additions from acquisitions 2,876 Effect of change in exchange rates 408 Balance at December 31, 2017 6,196 Additions from acquisitions 43,435 Effect of change in exchange rates 28 Balance at December 31, 2018 $ 49,659 Intangible assets Intangible assets as of December 31, 2018 included the following (in thousands): December 31, 2018 Gross Carrying Amount Accumulated Depreciation Net Weighted Average Remaining Useful Life Customer relationships $ 5,009 $ (1,984) $ 3,025 2 years Developed technology 20,087 (3,692) 16,395 5 years Total $ 25,096 $ (5,676) $ 19,420 Intangible assets as of December 31, 2017, included the following (in thousands): December 31, 2017 Gross Carrying Amount Accumulated Depreciation Net Weighted Average Remaining Useful Life Customer relationships $ 1,793 $ (1,427) $ 366 1 years Developed technology 9,114 (2,012) 7,102 4 years IPR&D technology 1,003 (943) 60 1 year Total $ 11,910 $ (4,382) $ 7,528 |
Revenues by geographic region
Revenues by geographic region | 12 Months Ended |
Dec. 31, 2018 | |
Revenues by geographic region | |
Revenues by geographic region | 7. Disaggregation of Revenue We sell our subscription contracts and related services in several primary geographical markets. The following table sets forth the Group's total revenue by region for the periods indicated. The revenues by geographic region were determined based on the country where the sale took place. Year Ended December 31, 2016 2017 2018 (in thousands) Americas $ 47,188 $ 70,671 $ 93,186 EMEA 55,422 71,015 96,806 Asia Pacific 3,374 6,909 14,331 $ 105,984 $ 148,595 $ 204,323 Revenues from the Company’s country of domicile, based on sales that took place in France, totaled $20.1 million, $25.1 million and $33.6 million for the years ended December 31, 2016, 2017 and 2018, respectively. |
Income tax
Income tax | 12 Months Ended |
Dec. 31, 2018 | |
Income tax | |
Income tax | 8. The following table presents domestic and foreign components loss before income tax expense (in thousands): Year Ended December 31, 2016 2017 2018 France $ (14,435) $ (18,811) $ (9,450) International (9,745) (12,073) (31,232) Loss before income tax expense $ (24,180) $ (30,884) $ (40,682) The components of the (provision) benefit for income taxes were as follows (in thousands): Year Ended December 31, 2016 2017 2018 Current: France $ — $ — $ — International (63) (324) (311) Total current (63) (324) (311) Deferred: France — — — International — — 634 Total deferred — — 634 Income tax (expense) benefit $ (63) $ (324) $ 323 The following table provides a reconciliation of the income tax expense calculated at the French statutory tax rate to the income tax expense (in thousands). Year Ended December 31, 2016 2017 2018 Loss before income tax expense $ (24,180) $ (30,884) $ (40,682) Expected tax benefit at France’s statutory income tax rate of 33.33% plus 1.1% surcharge in fiscal 2016 and 2017 and 33.33% in fiscal 2018 8,325 10,633 13,559 Effect of different tax rates of subsidiaries operating in countries other than France (105) 2,154 (3,237) Non-deductible expenses (428) 231 (1,714) Effective change in tax rates (6,428) (13,056) (319) Share-based compensation (688) 1,741 (851) Change in valuation allowance (802) (2,261) (7,842) Other items, net 63 234 727 Income tax (expense) benefit $ (63) $ (324) $ 323 The components of deferred tax assets (liabilities) are as follows (in thousands): Year Ended December 31, 2017 2018 Deferred tax assets: Accruals and reserves $ 2,624 $ 1,072 Net operating loss carryforwards 52,279 59,793 Share-based compensation 1,017 2,702 Other 980 2,316 Total deferred tax assets 56,900 65,883 Less: valuation allowance (54,796) (53,158) Net deferred tax assets 2,104 12,725 Deferred tax liability: Intangibles (2,104) (6,032) Deferred revenue — (132) Deferred compensation — (7,031) Total deferred tax liabilities (2,104) (13,195) Total net deferred tax assets (liabilities) $ — $ (470) Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Due to the history of losses the Company has generated in the past, the Company believes that it is more likely than not that its France and international deferred tax assets will not be realized as of December 31, 2018. Accordingly, the Company has recorded a valuation allowance on such deferred tax assets. The valuation allowance decreased by $1.6 million for the year ended December 31, 2018. The decrease in valuation allowance for 2018 is primarily related to the deferred tax liabilities recognized related to the intangibles from the Stitch acquisition (recognized through goodwill) and the adoption of ASC 606 (recognized through equity), which were offset by an increase in deferred tax assets related to net operating loss carryovers. The Company regularly assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is more-likely-than-not that some portion of the deferred tax assets will not be realized. The Company considers all available positive and negative evidence, including earnings history and results of recent operations, scheduled reversals of deferred tax liabilities, projected future taxable income and tax planning strategies. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, an adjustment to the deferred tax asset valuation allowance will be made, which would reduce the provision for income taxes. As of December 31, 2018, the Company had net operating loss carryforwards for French income tax return purposes of approximately $150.5 million, which can be carried forward indefinitely. The Company had net operating loss carryforwards for U.S. federal income tax return purposes of approximately $43.0. million, which expire at various dates beginning in the year 2028, if not utilized. The Company also had net operating loss carryforwards for U.S. federal income tax return purposes of approximately $13.0 million, which can be carried forward indefinitely. The Company had net operating loss carryforwards of approximately $27.0 million for California income tax return purposes, which expire at various dates beginning in the year 2028, if not utilized, and approximately $35.9 million for other U.S. state income tax return purposes which expire at various dates beginning in the year 2022, if not utilized. The Company had net operating loss carryforwards of approximately $21.7 million for foreign income tax return purposes, which can be carried forward indefinitely and approximately $1.6 million for foreign income tax return purposes, which expire at various dates beginning in the year 2020, if not utilized. As of December 31, 2018, the Company had research and development credit carryforwards for U.S. federal income tax return purposes of approximately $1.1 million, which expire at various dates beginning in the year 2030, if not utilized. The Company had research and development credit carryforwards for U.S. state income tax return purposes of approximately $0.7 million, which can be carried forward indefinitely Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. As of December 31, 2018, the Company had approximately $1.1 million in total unrecognized tax benefits. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2017 2018 Unrecognized tax benefits balance at beginning of year $ 125 $ 566 Gross increase for tax positions of prior year — — Gross decrease for tax positions of prior year — — Gross increase for tax positions of current year 441 518 Settlements — — Gross unrecognized tax benefits at year end $ 566 $ 1,084 If the $1.1 million of unrecognized tax benefits as of December 31, 2018 is recognized, it would not decrease the effective tax rate in the period in which each of the benefits is recognized because the entire amount would be offset by the reversal of related deferred tax assets, which has a valuation allowance in place. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2018 and 2017, penalties and interest were immaterial. The Company files income tax returns in France as well as many foreign jurisdictions. The tax years 2005 to 2018 remain open to examination by the various jurisdictions in which the Company is subject to tax. Fiscal years outside the normal statute of limitation remain open to audit by tax authorities due to tax attributes generated in those early years which have been carried forward and may be audited in subsequent years when utilized. The Company is subject to the continuous examination of income tax returns by various worldwide taxing authorities. The Company regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of the provision for income taxes. The Company believes that adequate amounts have been reserved for any adjustments that may ultimately result from these examinations and does not anticipate a significant impact to the gross unrecognized tax benefits within the next 12 months related to these years. |
Accounts receivables
Accounts receivables | 12 Months Ended |
Dec. 31, 2018 | |
Accounts receivables | |
Accounts receivables | 9. The Group's accounts receivables consisted of the following (in thousands): As of December 31, 2017 2018 Accounts receivables $ 58,538 $ 69,413 Less: Allowance for doubtful accounts (1,409) (1,882) Accounts receivable, net $ 57,129 $ 67,531 The movements in the allowance for doubtful accounts of receivables were as follows (in thousands): As of December 31, 2016 2017 2018 Balance at beginning of year $ 503 $ 664 $ 1,409 Charge for the year 173 674 517 Write-off of receivable — — — Effect of change in exchange rates (12) 71 (44) Allowance for doubtful accounts $ 664 $ 1,409 $ 1,882 As of December 31, 2017 and 2018, the aging analysis of net trade receivables that were not impaired is as follows (in thousands): Neither past due Total nor impaired Past due but not impaired < 30 days 30 - 90 days > 90 days At December 31, 2018 67,531 59,951 4,829 2,543 208 At December 31, 2017 57,129 52,096 3,926 972 135 At December 31, 2017 and 2018 the past due balances totaled 9% and 11%, respectively, of the total net trade receivable (net of allowance for doubtful accounts). The related balances are not considered to be impaired. |
Business combinations
Business combinations | 12 Months Ended |
Dec. 31, 2018 | |
Business combinations | |
Business combinations | 10. Business combinations Acquisition of Stitch, Inc. On November 9, 2018, the Talend, Inc., a wholly-owned subsidiary of the Company acquired all of the outstanding shares of Stitch Inc., (“Stitch”), a leading cloud-based service to seamlessly load data to cloud data warehouses , for a cash payment of $59.5 million. Talend, Inc, also recognized transaction costs of approximately $0.7 million , which is included in general and administrative expense in its consolidated statements of operations for the year ended December 31, 2018. Stitch’s self-service solution for efficiently moving data from cloud applications into cloud data warehouses and the Group’s low-touch sales strategy further enhances the Group’s alignment with cloud platforms such as Microsoft Azure, Amazon AWS and Snowflake. In addition, the acquisition of Stitch further addresses the growing demand from data engineers and analyst for self-service cloud data integration solutions . The Group has included the financial results of Stitch in its consolidated financial statements from the date of acquisition, which have not been material to date. The following table summarizes the estimated provisional fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands): Fair Value Cash $ 1,625 Acquired developed technology 11,400 Customer relationships 3,300 Goodwill 43,435 Other assets, net 143 Deferred revenue (410) Total consideration transferred $ 59,493 The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The goodwill balance is primarily attributed to the assembled workforce and expanded market share within the data integration industry, which is moving towards cloud data warehouses. The goodwill balance is not deductible for income tax purposes. The fair values assigned to tangible assets acquired, liabilities assumed and identifiable intangible assets were based on management’s estimates and assumptions. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition. Fair Value Useful Life Developed technology $ 11,400 5 Customer relationships 3,300 2 Total intangible assets subject to amortization $ 14,700 The following unaudited pro forma consolidated financial information presents the results of operations of the Group (in thousands, except per share amounts) as if the acquisition of Stitch had occurred at the beginning of fiscal 2017, after giving effect to certain purchase accounting adjustments. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at January 1, 2017. Year Ended December 31, 2017 2018 Total revenue $ 150,008 $ 207,048 Net loss $ (41,675) $ (47,442) Basic and diluted net loss per share $ 1.44 $ 1.59 Acquisition of Restlet SAS On November 8, 2017, the Company acquired all of the outstanding shares of Restlet SAS (“Restlet”), a cloud-based Application Programming Interface (“API”) design and testing platform, for a purchase price of €8.6 million ($10.2 million) consisting of cash and the fair value of debt assumed. The Company acquired Restlet’s Web API to complement its existing ability to integrate, transform, govern, and share enterprise data. With the Restlet platform, the Company makes it easier for customers to take an API-first design approach to monetizing and securely sharing information in real-time with clients and business partners. The Group has included the financial results of Restlet in its consolidated financial statements from the date of acquisition. The total purchase price consideration for Restlet of €8.6 million ($10.2 million), consisted of €7.7 million ($9.0 million) in cash and €1.0 million ($1.2 million) for the fair value of debt assumed. The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands): Fair Value Other current assets $ 55 Property and equipment, net 32 Intangible assets 7,535 Goodwill 2,876 Trade and other payables (299) Deferred revenue (28) Net assets acquired $ 10,171 Net debt assumed (1,188) Total consideration transferred 1 $ 8,983 1 The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The goodwill balance is primarily attributed to the assembled workforce and expanded market opportunities when integrating Restlet’s API platform into Group’s platforms. The goodwill balance is not deductible for income tax purposes. The fair values assigned to tangible assets acquired, liabilities assumed and identifiable intangible assets were based on management’s estimates and assumptions. The deferred tax liabilities that would be established, primarily resulting from the difference in the book basis and tax basis related to the identifiable intangible assets, is fully offset by the deferred tax assets on existing net operating losses. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition. Fair Value Useful Life Developed technology $ 7,319 5 Customer relationships 216 1 Total intangible assets subject to amortization $ 7,535 |
1-for-8 reverse share split
1-for-8 reverse share split | 12 Months Ended |
Dec. 31, 2018 | |
1-for-8 reverse share split | |
1-for-8 reverse share split | 11. On June 1, 2016, our shareholders approved a 1-for-8 reverse split of our outstanding shares. Under French law, the reverse share split is effective on June 18, 2016. Share-related disclosures, including nominal values, subscription prices per share, number of ordinary shares and preferred shares, and net earnings (loss) per share calculations and share-based compensation disclosures in Note 13, have been adjusted to reflect the 1-for-8 reverse share split up to June 18, 2016. The Company has rounded down for any fractional shares. |
Share capital and reserves
Share capital and reserves | 12 Months Ended |
Dec. 31, 2018 | |
Share capital and reserves | |
Share capital and reserves | 12. (a) Ordinary and preferred share data as well as nominal value and subscription prices per share included in these financial statements have been adjusted to reflect the 1-for-8 reverse share split that is effective on June 18, 2016. The Company has rounded down for any fractional shares. The following table presents (in thousands) the movement in ordinary shares and non-redeemable convertible preferred shares: Preferred Preferred Preferred Preferred Shares Preferred Preferred Shares Preferred Preferred Preferred Total Ordinary Shares Shares Series C Shares Shares Series E Shares Shares Shares Preferred Shares Series B Series C Prime Series D Series E Prime Series F Series G Series H Shares Balance at January 1, 2016 3,905 1,365 1,375 463 3,409 1,660 254 6,808 1,542 1,856 18,732 Issue of shares from initial public offering 5,707 — — — — — — — — — — Conversion of preferred shares to ordinary at closing of IPO 18,732 (1,365) (1,375) (463) (3,409) (1,660) (254) (6,808) (1,542) (1,856) (18,732) Exercise of stock awards 213 — — — — — — — — — — Balance at December 31, 2016 28,557 — — — — — — — — — — Exercise of stock awards 883 — — — — — — — — — — Balance at December 31, 2017 29,440 — — — — — — — — — — Exercise of stock awards 576 — — — — — — — — — — Shares issued from restricted stock unit vesting 92 — — — — — — — — — — Issuance of ordinary shares in connection with employee stock purchase plan 50 — — — — — — — — — — Balance at December 31, 2018 30,158 — — — — — — — — — — At December 31, 2018, there were 30,158,374 ordinary shares outstanding, each with a nominal value of €0.08. In 2016, 2017 and 2018, the Company's board of directors acknowledged increases in share capital as a result of the issuance of 212,775, 882,614, and 576,901 ordinary shares, respectively, upon the exercise of share options, employee warrants (BSPCE) and warrants (BSA) classified as share-based payments (See Note 13), representing a total proceeds to the Company €0.8 million for 2016, €5.6 million for 2017, and €5.7 million for 2018 (share premium included). In 2018, the Company’s board of directors also acknowledged increases in share capital as a result of restricted stock units vesting and employee stock purchase plan of 92,228 and 49,478 ordinary shares, respectively. On August 3, 2016, the Company completed its IPO in which it issued and sold 5.7 million ADSs, each representing one of the Company’s ordinary shares, including 456,852 additional ADSs pursuant to an option granted to the underwriters at a public offering price of $18.00 per share. Upon the closing of the Company’s IPO, all then-outstanding preferred shares were converted into 18,732,413 ordinary shares based on a ratio of 1-for-1. Each holder of ordinary shares is entitled to one vote per ordinary share. On March 16, 2017, the Company closed a follow-on public offering of 3,783,111 ordinary shares sold by existing shareholders, including 493,449 shares sold upon full exercise of the underwriters’ option to purchase additional ordinary shares, at a price to the public of $28.50 per share. The Company did not receive any proceeds from the sale of the ordinary shares. The offering expenses incurred by the Company were $0.7 million and are recorded as general and administrative expenses. On November 17, 2017, the Company closed a follow-on public offering of 2,750,000 ordinary shares sold by existing shareholders at a price to the public of $40.00 per share. The company did not receive any proceeds from the sale of the ordinary shares. The offering expenses incurred by the Company were $0.7 million and recorded as general and administrative expense. On March 8, 2018, the Company closed a follow-on public offering of 3,916,474 ordinary shares sold by existing shareholders, at a price to the public of $48.60 per share. The Company did not receive any proceeds from the sale of these ordinary shares. The offering expenses incurred by the Company were $0.3 million and are recorded as general and administrative expenses. (b) Shares have a nominal value of €0.08. Each ordinary share is entitled to one vote. (c) French law requires that the holders of warrants be protected against an increase in the cost of the nominal value of the Company’s shares. A specific non-distributable reserve was set up for this purpose in June 2011 and can be used only on exercise of the warrants outstanding at that date. This reserve must remain outstanding until the last related warrant has expired. In compliance with French law, should the related warrants be exercised, the holder would pay the exercise price agreed at grant date and the balance would be borne by the Company. Upon the closing of the IPO, the rights under the non-distributable reserve were cancelled and the reserve balance of $8.4 million was transferred from “other reserves” to “share premium” at that date. In 2018, the Company’s board of directors, acting upon delegation of the shareholders' meeting held on June 6, 2017, granted restricted stock units or free shares (actions gratuites, under French law), to employees and officers of the Group. The Company created a specific restricted reserve account in connection with the issuance of granted restricted stock units or free shares equal to €120,930. Upon vesting of each of the restricted stock units or frees share pursuant to the 2016 Free Share Plan, a new share of the Company will be issued to the relevant beneficiary and, simultaneously, an amount equal to €0.08 euro will be withdrawn from the above reserve to increase the share capital of the Company. (d) Preferred shares were created and issued with each financing round prior to the Company’s IPO. The primary preference elements for the various series of preferred shares related to their liquidation preference in the event of sale or liquidation of the Company. As discussed above, at the closing of the IPO, all outstanding preferred shares were converted to ordinary shares and there are no preferred shares outstanding at December 31, 2016. |
Share-based payment plans
Share-based payment plans | 12 Months Ended |
Dec. 31, 2018 | |
Share-based payment plans | |
Share-based payment plans | 13. The board of directors adopted the 2017 Stock Option Plan, or the 2017 Plan, the 2016 Stock Option Plan, the 2015 Stock Option Plan, the 2014 Stock Option Plan, the 2013 Stock Option Plan, the 2012 Stock Option Plan, the 2011 Stock Option Plan and the 2010 Stock Option Plan (collectively, the “Stock Option Plans”). The Company grants all future stock option and employee warrants (BSPCE) under the 2017 Plan, which was adopted by the Company’s board of directors on April 20, 2017 and approved by its shareholders at a meeting held on June 6, 2017. The board of directors adopted the 2017-02 Free Share Plan and the 2016 Free Share Plan (collectively, the “Free Share Plans”). The Company grants all future Restricted Stock Units (RSU) under the 2017-02 Free Share Plan, which was adopted by the Company’s board of directors on March 2, 2018, under the delegation approved by its shareholders at a meeting held on June 6, 2017. In June 2016, the Company effected a 1-for-8 reverse split of its outstanding shares. No fractional shares were issued in connection with the reverse share split. All share and per share amounts, have been retroactively adjusted in these consolidated financial statements for all periods presented to reflect the reverse share split. Further, stock options, employee warrants (BSCPE) and BSA warrants and exercise prices of stock options and warrants relating to grants prior to June 2016, have been retroactively adjusted in these consolidated financial statements for all periods presented to reflect the reverse share split. The following table illustrates the number of stock options and warrants outstanding: Number of Number of employee Number of stock options BSPCE warrants BSA warrants Balance at January 1, 2016 2,099 492 41 Granted during the year 977 130 56 Exercised during the year (121) (51) (41) Forfeited during the year (126) (25) — Balance at December 31, 2016 2,828 547 56 Granted during the year 203 41 32 Exercised during the year (661) (222) — Forfeited during the year (88) (23) — Balance at December 31, 2017 2,282 343 88 Granted during the period 2 — 53 Exercised during the period (458) (108) (10) Forfeited during the period (119) (5) — Balance at December 31, 2018 1,707 229 131 At December 31, 2017 and 2018, there were a total number of stock options, employee warrants (BSPCE) and warrants (BSA) available for grant under the Company's share pool reserve of 1,698,735 and 1,721,294 options, respectively. In general, vesting of stock options and warrants occurs over four years, with 25% on the one year anniversary of the grant and 1/16th on a quarterly basis thereafter. Options have a contractual life of ten years. Individuals must continue to provide services to the Group in order to vest. Upon termination, all unvested options are forfeited and vested options must generally be exercised within three months. All expenses related to these plans have been recorded in the consolidated statements of operations in the same line items as the related employee's cash-based compensation. (a) The board of directors has approved Stock Option Plans for the granting of stock options to employees outside of France. The terms of the Stock Option Plans are substantially the same and at this time new share option grants may only be made pursuant to the 2017 Plan. Stock options may be granted to any individual employed by the Group. In addition, under French law, the maximum number of shares issuable upon exercise of outstanding employee stock options may not exceed one-third of the outstanding share capital on a non-diluted basis as at the date of grant. A summary of stock option activity and related weighted-average exercise prices ("WAEP") and weighted-average remaining contractual term (“WACT”) under all of the plans at December 31, 2018 are presented in the following table (in thousands, except exercise price per option): Number of stock options outstanding WAEP per share WACT (in years) Aggregate intrinsic value Balance at January 1, 2016 2,099 $ 6.80 8.0 $ 6,313 Granted 977 15.39 Exercised (121) 4.61 Forfeited (126) 11.06 Balance at December 31, 2016 2,828 $ 9.55 7.8 $ 35,757 Granted 203 29.41 Exercised (661) 8.69 Forfeited (88) 17.08 Balance at December 31, 2017 2,282 $ 12.94 7.2 $ 59,983 Granted 2 34.25 Exercised (458) 11.66 Forfeited (119) 20.83 Balance at December 31, 2018 1,707 $ 11.95 6.3 $ 42,769 Vested and expected to vest at December 31, 2018 1,607 $ 11.53 6.2 $ 40,880 Exercisable at December 31, 2018 1,219 $ 9.42 5.8 $ 33,587 The total intrinsic values of stock options exercised during the years ended December 31 ,2016, 2017 and 2018 were $1.9 million, $11.9 million and $12.4 million, respectively. (b) The board of directors has been authorized by the shareholders' general meeting to grant BSPCE (“ bons de souscription de parts de créateur d'entreprise or employee warrants”) to employees who are French tax residents as they carry favorable tax and social security treatment for French tax residents. Employee warrants (BSPCE) are a specific type of option to acquire ordinary shares available to qualifying companies in France that meet certain criteria. Otherwise, employee warrants (BSPCE) function in the same manner as share options. A summary of employee warrants (BSPCE) activity and related weighted-average exercise prices ("WAEP") and weighted-average remaining contractual term (“WACT”) under all of the plans at December 31, 2018 are presented in the following table (in thousands, except exercise price per warrant): Number of employee warrants outstanding WAEP per warrant WACT (in years) Aggregate intrinsic value Balance at January 1, 2016 492 $ 5.60 6.6 $ 2,041 Granted 130 15.42 Exercised (51) 2.06 Forfeited (25) 10.28 Balance at December 31, 2016 547 $ 7.99 6.6 $ 7,771 Granted 41 33.04 Exercised (222) 4.75 Forfeited (23) 15.03 Balance at December 31, 2017 343 $ 14.41 7.2 $ 7,910 Granted — — Exercised (108) 9.41 Forfeited (5) 9.17 Balance at December 31, 2018 229 $ 15.49 6.7 $ 4,922 Vested and expected to vest at December 31, 2018 208 $ 15.21 6.7 $ 4,544 Exercisable at December 31, 2018 162 $ 13.10 6.3 $ 3,865 The total intrinsic values of employee warrants (BSPCE) exercised during the years ended December 31 ,2016, 2017 and 2018 were $1.2 million, $4.5 million and $3.9 million, respectively. (c) For the first time, in the second quarter of 2017, the Company granted restricted stock units (“RSU”) to certain employees and officers under the 2016 Plan. Restricted stock units vest upon either a performance-based or only a service-based criteria. Performance-based RSU’s vest based on the satisfaction of specific non-market performance criteria and a four-year service period. At each vesting date, the holder of the award is issued shares of the Company’s ordinary shares. Compensation expense from these awards is equal to the fair market value of the Company’s ordinary shares on the date of grant and is recognized over the remaining service period based on the probable outcome of achievement of the financial metrics used in the specific grant's performance criteria. Management’s estimate of the number of shares expected to vest is based on the anticipated achievement of the specified non-market performance criteria, which are assessed at each reporting period. Performance-based RSUs are typically granted such that they vest upon the achievement of certain software subscription sales targets, during a specified performance period and the completion of a four year service period. In general, service-based RSU’s vest over a four-year period, with 25% on the one year anniversary of the grant and equal quarterly installments thereafter. In the first quarter of 2018, the Company’s compensation committee modified the terms of the performance-based RSUs that were granted in the second quarter of 2017. Based on the modification accounting guidance, as the new terms laid out by the Company’s compensation committee changed the vesting conditions of the awards, the share-based compensation expense was recognized beginning in the first quarter of 2018. These modification to these performance-based RSUs are reflected in the first quarter of 2018 in the table below. In the first quarter of 2018, the Company granted a total of 107,330 performance-based RSU’s, with a grant date fair value of $50.03 per share, to certain executive officers. Performance-based RSUs are typically granted such that they vest upon the achievement of certain software subscription sales targets, during a specified one-year performance period and the completion of a four-year service period . In the first quarter of 2018, the Company granted a total of 180,634 service-based RSUs, with a weighted-average grant date fair value of $43.25 per RSU, to certain employees and executive officers. In the second quarter of 2018, the Company granted a total of 389,265 service-based RSUs, with a grant date fair value of $48.81 per RSU, to certain employees and executive officers. In the third quarter of 2018, the Company granted a total of 116,100 service-based RSUs, with a grant date fair value of $60.86 per RSU, to certain employees and executive officers. In the fourth quarter of 2018, the Company granted a total of 151,390 service-based RSUs, with a grant date fair value of $61.95 per RSU, to certain employees and executive officers. A summary of performance and service based RSU activity and related weighted-average grant date fair value and weighted-average remaining contractual term (“WACT”) under all of the plans at December 31, 2018 are presented in the following table (in thousands, except grant date fair): Number of service- Number of performance- Weighted-average based RSUs based RSUs grant date fair value Balance at January 1, 2017 — — $ — Granted 523 279 36.73 Vested and released — — — Withheld for taxes — — — Forfeited (14) (279) 34.05 Balance at December 31, 2017 509 — $ 33.10 Granted 838 354 48.00 Vested and released (51) (41) 34.53 Withheld for taxes — — — Forfeited (86) (12) 38.46 Balance at December 31, 2018 1,210 301 $ 44.90 Expected to vest at December 31, 2018 730 103 $ 43.69 The tax benefits realized by the Company in connection with vested and released restricted stock units for the years-ended December 31, 2017 and 2018, was zero and $2.8 million, respectively. (d) The Company's board of directors has granted warrants (otherwise known as “bons de souscription d'actions” or “warrants (BSA)”) to Company directors. In addition to any exercise price payable by a holder upon the exercise of any warrants (BSA), pursuant to the relevant shareholders' delegation to the board, such warrants need to be subscribed for at a price at least equal to 5% of the exercise price which represents the fair market value of the underlying ordinary shares at grant date. In the first quarter of 2017, the Company’s board of directors granted 5,058 warrants (BSA), with an exercise price of $22.99 and grant date fair value of $9.43 per warrant. The warrants (BSA) vest from the date of grant to June 6, 2017 shareholder meeting. At December 31, 2018, 5,058 warrants (BSA) are exercisable. In the second quarter of 2017, the Company’s board of directors granted 22,320 warrants (BSA), with an exercise price of $30.87 and grant date fair value of $11.46 per warrant. The warrants (BSA) vest quarterly over a one-year period and at December 31, 2018, 22,320 warrants (BSA) are exercisable. In the third quarter of 2017, the Company’s board of directors granted 4,790 warrants (BSA), with an exercise price of $38.37 and grant date fair value of $13.47 per warrant. The warrants (BSA) vest from quarterly over a one-year period and at December 31, 2018, 4,790 warrants (BSA) are exercisable. In the first quarter of 2018, the Company’s board of directors granted 38,244 warrants (BSA), with an exercise price of $48.16 and grant date fair value of $16.73 per warrant. The warrants (BSA) vest quarterly over a one-year period and at December 31, 2018, 26,684 warrants (BSA) are exercisable. In the fourth quarter of 2018, the Company’s board of directors granted 14,816 warrants (BSA), with an exercise price of $61.95 and grant date fair value of $21.54 per warrant. The warrants (BSA) vest quarterly over a one-year period and at December 31, 2018, zero warrants (BSA) are exercisable. (e) The Company entered into agreements with certain current executives of the Company, which allowed the executives to purchase ordinary shares at the nominal price of €0.08. The shares are restricted in that the Company has the right to repurchase the shares back from the executives and cancel such shares during a four year vesting period in which the executives have service conditions to meet. The Company is able to repurchase the shares from the executives at the nominal price of €0.08 during a vesting period. The Company's right to repurchase the shares lapses over a four year period, with 25% on the one year anniversary of the grant and either monthly or 1/16th on a quarterly basis thereafter. In June 2015, the Company issued of 110,281 ordinary shares at par value (€0.08 per share) representing a total subscription amount equal to eight thousand Euros. At December 31, 2017 and 2018, the Company had 41,355 and 13,785 restricted shares outstanding, respectively. (f) Determining the fair value of the share-based payments at the grant date requires judgment. The Company calculated the fair value of each instrument on the grant date using the Black-Scholes option pricing model. The Black-Scholes model requires the input of highly subjective assumptions, including the expected volatility, expected term, risk-free interest rate and dividend yield. Exercise price The exercise price of the Company’s stock awards is based on the fair market value of our ordinary shares. Risk-free interest rate The risk-free interest rate represents the implied yield currently available on zero-coupon government issued securities over the expected term of the option. Expected term The Company determines the expected term based on the average period the share options are expected to remain outstanding. Expected Volatility The Group considered historical volatility of the Company’s share price since the IPO and also considered the historical volatility of similar entities following a comparable period in their lives. Expected Dividend yield The Company has never declared or paid any cash dividends and it does not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero. The Company estimated the following assumptions for the calculation of the fair value of the share options and warrants: Year Ended December 31, 2016 2017 2018 Weighted average fair value of underlying shares $ 16.33 $ 27.82 $ 52.65 Weighted average expected volatility 44.8 % 50.5 % 42.0 % Weighted average risk-free interest rate 0.82 % 1.69 % 2.63 % Weighted average expected term (in years) 3.98 3.73 3.23 Dividend yield — % — % — % (g) In the fourth quarter of 2017, the Company established the 2017 Employee Stock Purchase Plan (the “ESPP”) which is intended to qualify under Section 423 of the Internal Revenue Code of 1986. The ESPP allows eligible employee participants to purchase ADSs, with each ADS representing one ordinary share of the Company, at a discount through payroll deductions. The Company’s executive officers and all of its other employees will be allowed to participate in the ESPP. A total of 571,000 ADSs of the Company’s ordinary shares will be made available for sale under the ESPP. In addition, with shareholder approval, the ESPP provides for increases by the Company’s board of directors in the number of ADSs available for issuance under the ESPP. Under the ESPP, employees are eligible to purchase ADSs through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The ESPP has two consecutive offering periods of approximately six months in length during the year and the purchase price of the ADSs will be 85% of the lower of the fair value of the Company’s ADSs on the first trading day of the offering period or on the last day of the offering period. Under applicable tax rules, an employee may purchase no more than $25,000 worth ADS, valued at the start of the offering period, under the ESPP in any calendar year. As of December 31, 2018, $1.9 million has been withheld on behalf of employees for a future purchase under the ESPP and is recorded in accrued compensation and benefits. (h) Cost of revenue and operating expenses include employee stock-based compensation expense as follows (in thousands): Year Ended December 31, 2016 2017 2018 Cost of revenue - subscriptions $ 74 $ 315 $ 1,432 Cost of revenue - professional services 84 207 1,024 Sales and marketing 917 2,271 7,198 Research and development 542 1,263 5,808 General and administrative 1,377 2,224 5,375 Total share-based compensation expense $ 2,994 $ 6,280 $ 20,837 As of December 31, 2018, the Company had $23.2 million of total unrecognized share-based compensation expense relating to stock options, employee warrants (BSPCE), warrants (BSA) and RSUs, which is expected to be recognized over a weighted average period of 1.8 years. |
Net loss per share
Net loss per share | 12 Months Ended |
Dec. 31, 2018 | |
Net loss per share | |
Net loss per share | 14. Basic earnings (loss) per share amounts are calculated by dividing net income (loss) for the period attributable to ordinary shareholders of the Company by the weighted average number of all shares outstanding during the period. Diluted earnings (loss) per share amounts are calculated by dividing the net income (loss) for the period attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on the exercise of all dilutive share options, employee warrants (BSPCE) and warrants (BSA) as well as the vesting of all restricted stock units. Potential ordinary shares are treated as dilutive when their conversion to ordinary shares would decrease net income per share or increase net loss per share from continuing operations. As the Company was in a loss position for the year-to-date periods ended December 31, 2016, 2017 and 2018, the diluted loss per share is equal to basic loss per share. The net loss and weighted average number of shares used in the calculation of basic and diluted earnings per share are as follows (in thousands, except per share data): Year Ended December 31, 2016 2017 2018 Numerator (basic and diluted): Net loss $ (24,243) $ (31,208) $ (40,359) Denominator (basic and diluted): Weighted-average ordinary shares outstanding 14,464 28,966 29,841 Basic and diluted net loss per share $ (1.68) $ (1.08) $ (1.35) The following shares subject to outstanding awards were excluded from the computation of diluted net loss per share for the periods presented as their effect would have been antidilutive (in thousands): Year Ended December 31, 2016 2017 2018 Stock options to purchase ordinary shares 2,828 2,282 1,707 Employee warrants (BSPCE) to purchase ordinary shares 547 343 229 Warrants (BSA) to purchase ordinary shares 56 88 130 Restricted stock units — 509 1,511 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt | |
Debt | 15. The principal balances of outstanding borrowings under lines of credit with banks and financial institutions were as follows (in thousands): As of December 31, 2017 2018 BPI France $ 1,056 $ 877 Other 139 7 Total $ 1,195 $ 884 Current borrowings $ 1,188 $ 208 Non-current borrowings $ 7 $ 676 In the fourth quarter of 2017, the Company assumed $1.1 million of debt as part of the Restlet SAS acquisition (See Note 13), related to refundable research and development subsidies from BPI France. The debt was assumed at its fair value and therefore at December 31, 2018, the fair value of the debt approximates its carrying value. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and contingencies | |
Commitments and contingencies | 16. Operating lease commitments The Group leases various offices in locations such as France, the United States, the United Kingdom and Germany under non-cancellable operating leases expiring within 1 to 9 years. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated. The Group incurred rent expense on its operating leases of $2.8 million during the fiscal year ended December 31, 2016, $3.4 million during the fiscal year ended December 31, 2017 and $4.4 million during the fiscal year ended December 31, 2018, respectively. Future minimum undiscounted lease payments under operating leases are as follows (in thousands): Operating leases As of December 31, 2018 2019 $ 5,286 2020 5,757 2021 5,591 2022 5,320 2023 4,014 Thereafter 14,832 Total future minimum lease payments $ 40,800 Capital commitments As of December 31, 2018, the Company had no capital commitments to acquire fixed or other long-lived assets. Contingencies From time to time, the Group has been, and may become, involved in claims or legal proceedings which arise in the ordinary course of its business. The Group provides for a reserve against such third-party contingent liabilities when a loss is probable and can be reasonably estimated. The Group currently believes that resolving the claims and legal proceedings pending at December 31, 2018, will neither individually nor in the aggregate have a material adverse effect on the results of operations, cash flow or the financial position of the Group. Guarantees As of December 31, 2018, the Company had agreed to guarantee several business contract obligations totaling $1.3 million. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related party transactions | |
Related party transactions | 17. There is no single investor who has the ability to control the Company. As part of the Restlet SAS acquisition, the Company assumed debt totaling $1.2 million related to advances for research and development projects from Bpifrance to Restlet SAS. As of December 31, 2018, the debt had a carrying value of $0.9 million, see Note 15. There are no other material related party transactions that require disclosures. |
Subsequent event
Subsequent event | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent event | |
Subsequent event | 18. On February 14, 2019, Talend, Inc., Talend USA, Inc. and Stitch, Inc. (the “Borrowers”), all wholly-owned subsidiaries of the Company, entered into a revolving credit facility with Square 1 Bank, a division of Pacific Western Bank (“PWB) (the “Loan Agreement”). The Loan Agreement provides for a revolving line of credit facility, which expires February 14, 2022. Under the Loan Agreement, the Borrowers are able to borrow an aggregate principal amount of up to $30.0 million at any time outstanding. The Loan Agreement includes customary financial covenants and restrictive covenants, in each case subject to certain exceptions, that limit the Borrower’s ability to, amount other things: sell or transfer any collateral; change its business or become an investment company, liquidate or dissolve or undergo a change in control; enter into mergers or consolidations; incur indebtedness; pay dividends or make distribution, except as permitted by the agreement; make investments other than permitted investments; or pay any subordinated debt other than permitted in the applicable subordination agreement. The Borrowers must also comply with a financial covenant. Loans under the Loan Agreement will bear interest at PWB’s announced prime rate. The Company and certain of its subsidiaries were required to pledge, substantially all of their respective assets as collateral under the Loan Agreement. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Summary of significant accounting policies | |
Basis of presentation and consolidation | (a) The consolidated financial statements as of and for the year ended December 31, 2018 have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. |
Use of estimates | (b) The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant items subject to such estimates include, but are not limited to, revenue recognition (including allocation of the transaction price to separate performance obligations), the amortization period for contract acquisition costs, fair value of acquired intangible assets and goodwill and share‑based compensation expense. These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ significantly from these estimates. |
Recently adopted accounting standards | (c) In March 2014, the Financial Accounting Standards Board (“FASB”) issued ASC 2014-09, Revenue from Contracts with Customers (codified in ASC 606), and added ASC 340-40, Other Assets and Deferred Costs – Contracts with Customers , to codify the guidance on other assets and deferred costs relating to contracts with customers (collectively, the “standard”), along with consequential amendments to existing standards. The standard was subsequently amended in March, April and May 2016 and supersedes virtually all revenue recognition guidance in US GAAP. The standard’s core principle is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard creates a five-step model to achieve its core principle: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the separate performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. In addition, entities must disclose sufficient qualitative and quantitative information to enable users of the financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Qualitative and quantitative disclosures are also required. The Group has adopted the standard on January 1, 2018 on a modified retrospective method and applied the new standard only to contracts that were not completed contracts as of January 1, 2018. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718) , which simplifies the accounting for share-based payment transactions, including accounting for income taxes, forfeitures, and classification in the statement of cash flows. As of January 1, 2018, we adopted the applicable provisions of ASU No. 2016-09 as follows: · The guidance requires excess tax benefits and tax deficiencies to be recorded as income tax benefit or expense in the statement of operations when the awards vest or are settled, and eliminates the requirement to reclassify cash flows related to excess tax benefits from operating activities to financing activities on the statement of cash flows. We adopted the guidance prospectively effective January 1, 2018. The Company had no amounts previously recorded to additional paid-in capital related to windfall tax benefits prior to January 1, 2018. · The guidance eliminates the requirement that excess tax benefits must be realized (through a reduction in income taxes payable) before companies can recognize them. We have applied the modified retrospective transition method upon adoption. The Company has never recorded unrecognized excess tax as a deferred tax asset, as a result no cumulative-effect adjustment to accumulated deficit was required as of January 1, 2018. (d) In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which requires the recognition of lease assets and lease liabilities on the balance sheet by lessees for those leases currently classified as operating leases under ASC Topic 840 Leases. In 2018, the FASB issued ASU 2018-10, 2018-11 and 2018-20, providing, among other things, codification improvements, the optional transition method, the treatment of sales and similar taxes as lease cost by policy elections, the requirement to exclude certain variable payments from consideration and the allocation of certain variable payments between lease and non-lease components. The standard is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted . The Group will adopt the standard in the first quarter of 2019, utilizing the optional transition method for adoption, which allows entities to continue to apply the legacy guidance in ASC 840, Leases , including disclosure requirements, in the comparative periods presented in the year of adoption. Upon adoption, we will recognize right-of-use assets and operating lease liabilities on our consolidated balance sheets, which will increase our total assets and total liabilities. We are assessing the final impact of ASU 2016-02 on our consolidated financial statements but we expect that the adoption will result in recognition of approximately $41.0 million (before discounting impact) right-of-use asset and a roughly equal amount of operating lease liability as a result of substantially all operating leases existing as of the adoption date being capitalized along with the associated obligations. The $41.0 million represents the total undiscounted future lease obligations at December 31, 2018 and the final impact will be discounted. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment , which modifies the goodwill impairment test and requires an entity to write down the carrying value of goodwill for the amount by which the carrying amount of a reporting unit exceeds its fair value. The standard is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Group is currently evaluating the effect ASU 2017-04 will have on the consolidated financial statements and related disclosures. In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-based Payments . This ASU expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. The effective date for the standard is for interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted, but no earlier than the adoption date of Topic 606. The new guidance is required to be applied retrospectively with the cumulative effect recognized at the date of initial application. The Group is currently evaluating the effect ASU 2018-07 will have on the consolidated financial statements and related disclosures but does not expect it to have a material impact. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820) . The updated guidance improves the disclosure requirements on fair value measurements. The updated guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted, further, an entity is permitted to early adopt any removed or modified disclosure requirements, and delay adoption of the additional disclosure. The Company is currently evaluating the effect ASU 2018-13 will have on the consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract . This guidance requires companies to apply the internal-use software guidance in ASC 350-40 to implementation costs incurred in a hosting arrangement that is a service contract to determine whether to capitalize certain implementation costs or expense them as incurred. The updated guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating the effect ASU 2018-15 will have on the consolidated financial statements and related disclosures. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 , which clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer. In addition, ASU 2018-18 precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that transaction. This guidance will be effective for the Company beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating the effect ASU 2018-18 will have on the consolidated financial statements and related disclosures. There have been no other recent accounting pronouncements or changes in accounting pronouncements that would be significant, or potentially significant, to the Group. |
Revenue recognition | (e) The Group primarily derives revenue from contracts with customers, as follows: subscription-based licenses to Talend technologies, sold either directly or indirectly to customers; and related professional services revenue. The Group accounts for revenue in accordance with ASC 606, which the Company adopted on January 1, 2018 using the modified retrospective method. The Group recognizes revenue when control over performance obligations transfers to customers, in amounts that reflect the consideration the Group expects to be entitled to in exchange for those services. Subscriptions Subscriptions for our on-premise licenses include both a right to use the underlying software and a right to receive technical support and fixes and updates to the software, on a when-and-if available basis, during the subscription term. The Group has concluded that the rights to use the software, which is recognized upon delivery of the license key, and to receive technical support and software fixes and updates, which is recognized over the term of the arrangement, are separate performance obligations. Subscriptions for our cloud-based offerings represent the right of access to our software as a service for which revenue is recognized ratably over the term of the arrangement. Subscriptions have a contractual term of one to three years and are generally billed annually in advance and are non-cancelable. For the fiscal years ended December 31, 2017 and 2018, new subscription sales had an average pre-billed duration of 1.3 and 1.1 years, respectively. The Group sells subscriptions to customers either directly or indirectly through non-exclusive value-added channel partners and resellers (collectively, “resellers”). Resellers market, sell and provide the Group’s products and support services to end-users and the Group does not have the ability or the contractual right to establish pricing between resellers and end users. Revenue through resellers follows the same revenue recognition as applied for subscriptions and technical support and fixes and updates to software as discussed in the paragraph above. Professional services The Group offers professional services which include consulting and training and associated expenses. Consulting services include implementation support to our customers during subscription setup and consist of time-based arrangements for which the revenue is recognized as the services are rendered. Training revenue results from contracts to provide educational services to customers and partners regarding the use of the Group technologies and is recognized as training is delivered. Identification of the performance obligations in the contract The Group has concluded that all performance obligations are distinct as follows: · The intellectual property (IP) rights and support and maintenance are distinct performance obligations as the Group does not provide a significant service of integrating the IP rights and support and maintenance into a bundle of goods or services that represent a combined output. Neither the IP rights nor the support and maintenance are significantly modified or customized by the other, and the IP rights and support and maintenance are not highly interdependent or highly interrelated. The Group would be able to fulfill its promise by transferring each of the IP rights and support and maintenance independently. · The updates provided as part of the support and maintenance included in the subscription are not critical to customers’ ability to continue to derive benefits from the IP in the absence of such updates. The subscription provides customers a right to use the Group’s IP as customers can direct the use of and obtain substantially all of the remaining benefits from a license at the point in time the license is granted. Allocation of the transaction price to the performance obligations in the contract As required by the standard, the Group allocates the transaction price to separate performance obligations on a relative standalone selling prices basis, and has determined (or estimated, as applicable) standalone selling prices as follows: · For performance obligations related to the right to use the software included in a subscription and right to receive support, fixes and updates to the software, on a when-and-if available basis, during the subscription term, the Group has developed a model to allocate the subscription price to these performance obligations as stand-alone selling prices are not directly observable. The subscription price is allocated in proportion to the costs incurred in generating such revenue, taking into consideration a margin rate deemed reflective of market conditions evolving over time. The model also takes into consideration the estimated technology useful life. · Professional services – based on prices charged when these services are sold on a standalone basis. Revenue is recognized when, or as, the Group satisfies a performance obligation · Right to use the software included in a subscription – when the license key is delivered to the customer. · Right to receive support, fixes and updates to the software, on a when-and-if available basis is recognized ratably over the subscription term. The Group has concluded that support services are a stand-ready obligation to provide support to customers when-and-as needed throughout the support period. Promises to provide unspecified updates, upgrades and enhancements during the subscription term should similarly be viewed as stand-ready obligations given the historical frequency of maintenance releases provided to customers during the subscription term. · Professional services – as services are rendered. · Additionally, the Group occasionally enters into arrangements to embed its proprietary software or other generated code into a third-party application or service in exchange for sales- or usage-based royalties. As licensees do not generally report and pay royalties owed for sales/usage in any given quarter until after conclusion of that quarter, the Group recognizes royalty revenue based on estimates of licensees’ sales/usage in the quarter, with a booking each quarter and a royalty estimate true up recorded in the following quarter as a separate booking. Contracts with multiple performance obligations The Group may enter into transactions that contain multiple performance obligations where a subscription and consulting and training services are sold together. For these contracts, the Group accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Group is able to determine reliably the standalone selling price of a consulting or training service component based on historical pricing for the component or a similar component that has been sold on a standalone basis. The transaction price allocated to each performance obligation is recognized as revenue when the services performance obligation is satisfied. Contract acquisition costs Contract acquisition costs consist of sales commissions earned by the Group’s sales force and are considered incremental and recoverable costs of obtaining a contract with a customer. The majority of these costs are deferred and then amortized on a straight-line basis over a period of benefit that the Group has determined to be five years based on historical patterns of renewals and forecasted life of the Group’s licensed technology. Amortization expense is included in Sales and marketing expenses in the accompanying consolidated statements of operations. Contract liabilities - deferred revenue Deferred revenue predominantly consists of the portion of the subscription price allocated to support and maintenance services that will be recognized ratably over the remaining subscription term, and prepaid but unused consulting and training services. Impact of adoption of ASC 606 on the Group’s financial statements Historical financial results for reporting periods prior to 2018 have not been retroactively restated and are presented under ASC 605. The Group has adopted ASC 606 on a modified retrospective method and the cumulative effect of the changes made to the Group’s consolidated January 1, 2018 statement of financial position for the adoption of ASC 606 were as follows (in thousands): Consolidated Statement of Financial Position Balance at December 31, 2017 Adjustments due Balance at under previous GAAP to ASC 606 January 1, 2018 Assets Contract acquisition costs $ — $ 25,181 $ 25,181 Liabilities Contract liabilities - deferred revenue 140,219 (12,159) 128,060 Equity Accumulated losses $ (220,280) $ 36,555 $ (183,725) The adoption adjustment above to accumulated loss contains a foreign currency translation adjustment amount of $228 thousand, related to prior period activity booked to the statement of operations but adjusted at January 1, 2018, while the adoption adjustment to accumulated loss on the consolidated statement of changes in equity (deficit) does not contain the foreign currency impact, both adjustments are presented net of tax of $0.8 million. In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on our consolidated statement of operations and consolidated statement of financial position was as follows (in thousands): Consolidated Statement of Operations For the year ended December 31, 2018 Balance Without Adoption of Effect of Change As Reported ASC 606 Higher/(Lower) Revenue Subscriptions $ 174,887 $ 170,419 $ 4,468 Operating expenses Sales and marketing 113,650 118,085 (4,435) Income tax benefit 323 138 185 Net loss for the year $ (40,359) $ (49,447) $ 9,088 Consolidated Statement of Financial Position As of December 31, 2018 Effect of Change Higher/(Lower) Balance Without Adoption impact Impact of Adoption of to opening balance applying ASC 606 As Reported ASC 606 at January 1, 2018 for the period Assets Contract acquisition costs $ 28,953 $ — $ 25,181 $ 3,772 Liabilities Contract liabilities - deferred revenue 150,147 166,774 (12,159) (4,468) Equity Accumulated losses $ (224,312) $ (211,420) $ 36,555 $ (49,447) Disclosures Related to our Contracts with Customers Sales commissions earned by the Group’s sales force are considered incremental and recoverable costs of obtaining a contract with a customer. The Group recognizes these incremental costs of obtaining a subscription contract with a customer if the Group expects the benefit of those costs to be longer than one year. The Group amortizes the majority of the incremental sales commission costs to obtain a subscription contract on a straight-line basis over a period of benefit that we have determined to be five years. The Group recognizes these sales commissions as contract acquisition costs on the statement of financial position. Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to the Group’s contracts with customers. The Group may record assets for amounts related to performance obligations that are satisfied but not yet billed and/or collected. These assets would be recorded as contract assets rather than receivables when receipt of the consideration is conditional on something other than the passage of time. Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance obligations. These liabilities are classified as current and non-current contract liabilities – deferred revenue in the statement of financial position. Under ASC 606, contracts with customers are reflected in the consolidated balance sheets. The following table reflects the Group’s accounts receivables, contract acquisition costs and contract liabilities – deferred revenue (in thousands). · Accounts receivable, net represents amounts billed to customers in accordance with contract terms for which payment has not yet been received. It is presented net of the allowance for doubtful accounts as part of current assets. · Contract assets – are unbilled revenue, represent timing difference between the satisfaction of performance obligations by the Group and the invoicing and collection of related amounts. · Contract acquisition costs include deferred sales commissions. · Contract liabilities – deferred revenue represents amounts received as consideration from the Group’s customers in advance of performance on a portion of the contract as of the end of the reporting period. Under ASC 606, this balance represents our contract liabilities. December 31, 2017 December 31, 2018 Assets Accounts receivables, net $ 57,129 $ 67,531 Contract assets - unbilled revenue 782 941 Contract acquisition costs - current — 9,563 Contract acquisition costs - non-current — 19,390 Total contract assets $ 57,911 $ 97,424 Liabilities Contract liabilities - deferred revenue - current 118,601 124,416 Contract liabilities - deferred revenue - non-current 21,618 25,731 Total contract liabilities $ 140,219 $ 150,147 Significant changes in the contract acquisition costs and the contract liabilities balances during the period are as follows (in thousands): Contract assets - Contract Contract liabilities - unbilled revenue acquisition costs deferred revenue Balances at January 1, 2018 $ 782 $ 25,181 $ 128,060 Transferred to receivable from unbilled revenue recognized at the beginning of the period (628) Increase due to new unbilled revenue 787 Additional contract acquisition costs deferred — 12,692 — Amortization of deferred contract acquisition costs — (8,920) — Performance obligations satisfied during the period that were included in the contract liability balance at the beginning of the period — — (105,038) Increases due to invoicing prior to satisfaction of performance obligations, net of amounts recognized as revenue during the period — — 127,125 Balances at December 31, 2018 $ 941 $ 28,953 $ 150,147 As of December 31, 2018, $9.6 million of the Group’s contract acquisition costs are expected to be amortized within the next 12 months and therefore are included in current assets. The remaining amount of Group’s contract acquisition costs are included in non-current assets. There were no impairments of assets related to Group’s contract acquisition costs during the year-ended December 31, 2018. Remaining Performance Obligations Our contracts with customers include amounts allocated to performance obligations that will be satisfied at a later date. As of December 31, 2018, $182.2 million of deferred revenue and backlog is expected to be recognized from remaining performance obligations for subscription contracts in the amount of approximately $133.4 million over the next 12 months and approximately $48.8 million thereafter. Revenue from remaining performance obligations for professional services contracts as of December 31, 2018 was not material. Disaggregation of Revenues See Note 8 “Revenues by geographic region” for details regarding disclosures on the disaggregation of revenues. |
Business combinations | (f) Business combinations are accounted for using the acquisition method whereby acquired companies are included in the consolidated financial statements from their acquisition date. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values of the assets transferred to the Group and liabilities assumed by the Group. If contingent consideration is identified in an acquisition, it is recorded at fair value determined on the acquisition date using a discounted cash flow model. Subsequently, contingent consideration that is classified as equity is not re-measured while other contingent consideration is re-measured to fair value at each reporting period with gains or losses recorded in profit and loss. The Group elects on a transaction-by-transaction basis whether to measure non-controlling interest at its fair value, or at its proportionate share of the recognized amount of the identifiable net assets, at the acquisition date. Transaction costs, other than those associated with the issue of debt or equity securities, which are incurred by the Group in connection with a business combination are expensed as incurred and recorded in general and administrative expenses. The Group measures goodwill as the consideration transferred plus the recognized amount of any non-controlling interest in the acquired entity, less the net recognized amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all measured as of the acquisition date. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Goodwill is subsequently measured at cost less accumulated impairment losses. If the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred plus the amount of any non-controlling interests in the acquired entity, the excess is recognized in the consolidated statements of operations as a bargain purchase gain. |
Foreign currency | (g) Functional and presentation currency The functional currency for the Company is the Euro; however, these consolidated financial statements are presented in U.S. dollars, which is the Company's reporting currency. Assets and liabilities that are not denominated in the functional currency are remeasured into the functional currency with any related gain or loss recorded in earnings. The Company translates assets and liabilities of its non-U.S. dollar functional currency foreign operations into the U.S. dollar reporting currency at exchange rates in effect at the balance sheet date. The Company translates income and expense items of such foreign operations into the U.S. dollar reporting currency at average exchange rates for the period. Accumulated translation adjustments are reported in stockholders’ equity, as a component of accumulated other comprehensive income (loss). Foreign currency transactions Transactions in foreign currencies are initially recorded by the Group entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate of exchange at the reporting date. Foreign currency differences arising on translation are generally recognized in the consolidated statements of operations. Long-term monetary assets held by the Company in a foreign subsidiary for which settlement is neither planned or anticipated to occur in the foreseeable future are a part of the entity’s net investment in a foreign operation. Accordingly, pursuant to ASC 830, exchange differences on these items are recorded in other comprehensive income until the investment’s disposal or disqualification. Translation from functional to presentation currency Assets and liabilities of the Company and its subsidiaries are translated from their functional currency into the U.S. dollar presentation currency at the rate of exchange prevailing at the reporting date and their statements of operations are translated at average exchange rates. The average rate is determined by taking the average of the month-end closing rates, unless such method results in a material distortion. The exchange differences arising on translation to the presentation currency for consolidation are recognized in other comprehensive income (loss) and accumulated in the foreign currency translation reserve. |
Financial instruments | (h) (i) The Group has the following non-derivative financial assets: deposits, trade receivables and certain other receivables and cash and cash equivalents. The Group initially recognizes non-derivative financial assets on the date that they are originated. Loans and receivables Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses. A valuation allowance for trade receivables is recognized if the recoverable amount is less than the carrying amount. Loans and receivables comprise deposits, trade receivables and certain other receivables. Cash and cash equivalents Cash and cash equivalents comprised of cash at banks and highly liquid deposits with original maturities of less than three months that are readily convertible into a known amount of cash and are subject to insignificant risk of changes in value. (ii) The Group has the following non-derivative financial liabilities: borrowings and trade and other payables. The Group initially recognizes non-derivative financial liabilities on the date that they are originated. Such financial liabilities are recognized initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortized cost using the effective interest method. Advances for research and development projects are obtained by BPI France and are reimbursable should the project be successful (see Note 15). These interest free rate advances are initially accounted for a fair value by discounting future cash flows at a market interest rate. Subsequent to initial recognition, they are measured at amortized cost using the effective interest method. The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in the consolidated statements of operations. |
Concentration of Credit Risk | (i) Financial instruments that potentially expose the Company to a concentration of credit risk consist primarily of cash, cash equivalents and accounts receivable. The Company maintains cash and cash equivalents with financial institutions that management believes are financially sound and have minimal credit risk exposure although the balances will exceed insured limits. The Company generally does not require collateral or other security in support of accounts receivable . Allowances are provided for individual accounts receivable when the Company becomes aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy, deterioration in the customer’s operating results or change in financial position. Actual credit losses may differ from the Company's estimates. As of December 31, 2018, no customer represented 10% or more of the Company's gross accounts receivable. |
Share capital | (j) Preferred shares The Company’s preferred shares were classified as equity as they were non-redeemable, convertible into a fixed number of ordinary shares, and any dividends were discretionary. Dividends thereon are recognized as distributions within equity upon approval by the Company’s shareholders. All preferred shares were converted into ordinary shares upon the closing of the Company’s IPO in August 2016. Ordinary shares Ordinary shares are classified as equity. |
Property and equipment | (k) Property and equipment are stated at net of accumulated depreciation. Historical cost includes expenditures directly attributable to the acquisition of the assets. Purchased software that is an integral part of the functionality of the related equipment is capitalized as part of that equipment. Depreciation is recognized in the consolidated statements of operations on a straight-line basis over the estimated useful lives of the assets, or in the case of leasehold improvements and certain leased equipment, over the lease term if shorter, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful lives for each asset class are as follows: leasehold improvements: remainder of lease term computer equipment: 3 years fixtures and fittings: 3 to 10 years Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. |
Goodwill, intangible assets and impairment assessments | (l) Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired and is evaluated annually, in the fourth quarter, for impairment, or more frequently if circumstances exist that indicate that impairment may exist. When conducting the annual goodwill impairment assessment, the Group first assesses qualitative factors, to determine whether it is necessary to perform the two-step goodwill impairment test. If determined to be necessary, the two-step impairment test shall be used to identify potential goodwill impairment and measure the amount of a goodwill impairment loss to be recognized, if any. Intangible assets include acquired customer relationships and acquired developed technology. Intangibles acquired through a business combination are recognized separately from goodwill, initially at fair value on the acquisition date. Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets acquired separately. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. There were no impairments of goodwill or intangible assets during the years ended December 31, 2016 , 2017 or 2018. The useful lives of intangible assets are assessed to be either finite or indefinite. All of our intangible assets have finite useful lives and amortization is recognized in the consolidated statements of operations on a straight-line basis over the estimated useful lives of intangible assets, from the date that they are available for use, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. The amortization expense on intangible assets with finite lives is recognized in the consolidated statements of operations in the expense category, consistent with the function of the intangible asset. The estimated useful lives for each intangible asset class are as follows: Customer relationships 2 years Acquired developed technology 5 years Amortization methods, useful lives and residual values are reviewed at each year end and adjusted if appropriate. |
Employee benefits | (m) Defined contribution plan A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized as an employee benefit expense in the consolidated statements of operations in the periods during which services are rendered by employees. For the fiscal years ended December 31, 2016, 2017 and 2018, the Group made contributions of $1.7 million, $2.2 million and $3.0 million to various contribution plans. Share-based payments Employees, executives and board members of the Group receive remuneration in the form of share-based payments, whereby they render services as consideration for equity instruments which are considered equity-settled transactions. The cost of equity-settled transactions are recognized, together with a corresponding increase in equity, by reference to the fair value determined at the grant date of the share-based awards, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the beneficiary becomes fully entitled to the award (the "vesting date"). The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has lapsed and the Group's best estimate of the number of equity instruments that will ultimately vest. Share-based awards are expensed based on a graded vesting method, over the vesting period as the awards vest in tranches over the vesting period. Determining the fair value of the share-based awards at the grant date requires judgment. The Company calculated the fair value of each option award on the grant date using a Black-Scholes option pricing model. The Black-Scholes model requires the estimation of a number of variables, including, the expected volatility, expected term, risk-free interest rate and dividend yield. The estimation of share awards that will ultimately vest requires judgment, especially awards with non-market performance conditions, and to the extent actual results or updated estimates differ from current estimates, such amounts will be recorded as a cumulative adjustment in the period the estimates are revised. Actual results, and future changes in estimates, may differ substantially from current estimates. If an equity-settled award is cancelled, as a result of forfeiture when the vesting conditions are not satisfied, it is treated as if it had been forfeited on the date of cancellation, and any expense previously recognized for unvested shares is immediately reversed. |
Government assistance | (n) The Research Tax Credit ( Crédit d'Impôt Recherche , or "CIR") is a French tax incentive to stimulate research and development conducted in France. Entities that demonstrate that their research expenditures meet the required CIR criteria are able to offset the income tax to be paid. If taxes due are not sufficient to cover the full amount of tax credit at the end of the three year period, the difference is repaid in cash to the entity by the authorities. The CIR is calculated based on the claimed volume of eligible research and development expenditures. |
Other income and expense | (o) Other income and expense mainly include: interest income recognized in the consolidated statements of operations, using the effective interest method; Interest expense on borrowings that are recognized in the consolidated statements of operations, using the effective interest method; and net foreign exchange gains and losses. |
Income tax | (p) Income tax expense comprises current income tax and deferred tax. The Company records income taxes using the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that will be in effect for the years in which those tax assets and liabilities are expected to be realized or settled. In estimating future tax consequences, generally all expected future events other than enactments or changes in the tax law or rates are considered. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. All deferred income taxes are classified as long-term in our consolidated balance sheets. |
Software development costs | (q) The Group expenses software development costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external users, before technological feasibility is reached. Technological feasibility is typically reached shortly before the release of such products and as a result, development costs that meet the criteria for capitalization were not material for the periods presented. The Group may in the future capitalize certain development costs incurred in connection with internal use software. Any costs incurred in the preliminary stages of development would be expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, could be capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. Maintenance costs are expensed as incurred. The Group has assessed the conditions for recognition of an internally generated asset from software development activities and concluded that up to now all criteria were not fulfilled; therefore, no research and development costs have been capitalized. |
Advertising costs | (r) Advertising costs are expensed as incurred and are classified as sales and marketing expense. The Group has incurred advertising expense of $0.1 million during the year ended December 31, 2018 and less than $0.1 million for both the years ended December 31, 2016 and 2017. |
Off-balance sheet arrangements | (s) The Company has no off-balance sheet arrangements other than those disclosed as operating leases in Note 19, "Commitments and Contingencies". |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Schedule of trade receivables, contract acquisition costs and contract liabilities – deferred revenue | Under ASC 606, contracts with customers are reflected in the consolidated balance sheets. The following table reflects the Group’s accounts receivables, contract acquisition costs and contract liabilities – deferred revenue (in thousands). · Accounts receivable, net represents amounts billed to customers in accordance with contract terms for which payment has not yet been received. It is presented net of the allowance for doubtful accounts as part of current assets. · Contract assets – are unbilled revenue, represent timing difference between the satisfaction of performance obligations by the Group and the invoicing and collection of related amounts. · Contract acquisition costs include deferred sales commissions. · Contract liabilities – deferred revenue represents amounts received as consideration from the Group’s customers in advance of performance on a portion of the contract as of the end of the reporting period. Under ASC 606, this balance represents our contract liabilities. December 31, 2017 December 31, 2018 Assets Accounts receivables, net $ 57,129 $ 67,531 Contract assets - unbilled revenue 782 941 Contract acquisition costs - current — 9,563 Contract acquisition costs - non-current — 19,390 Total contract assets $ 57,911 $ 97,424 Liabilities Contract liabilities - deferred revenue - current 118,601 124,416 Contract liabilities - deferred revenue - non-current 21,618 25,731 Total contract liabilities $ 140,219 $ 150,147 |
Schedule of significant changes in contract acquisition costs and contract liabilities balances | Significant changes in the contract acquisition costs and the contract liabilities balances during the period are as follows (in thousands): Contract assets - Contract Contract liabilities - unbilled revenue acquisition costs deferred revenue Balances at January 1, 2018 $ 782 $ 25,181 $ 128,060 Transferred to receivable from unbilled revenue recognized at the beginning of the period (628) Increase due to new unbilled revenue 787 Additional contract acquisition costs deferred — 12,692 — Amortization of deferred contract acquisition costs — (8,920) — Performance obligations satisfied during the period that were included in the contract liability balance at the beginning of the period — — (105,038) Increases due to invoicing prior to satisfaction of performance obligations, net of amounts recognized as revenue during the period — — 127,125 Balances at December 31, 2018 $ 941 $ 28,953 $ 150,147 |
Schedule of estimated useful lives of intangible assets | Customer relationships 2 years Acquired developed technology 5 years |
2014-09 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Schedule of cumulative changes on adoption of ASU 2014-09 | The Group has adopted ASC 606 on a modified retrospective method and the cumulative effect of the changes made to the Group’s consolidated January 1, 2018 statement of financial position for the adoption of ASC 606 were as follows (in thousands): Consolidated Statement of Financial Position Balance at December 31, 2017 Adjustments due Balance at under previous GAAP to ASC 606 January 1, 2018 Assets Contract acquisition costs $ — $ 25,181 $ 25,181 Liabilities Contract liabilities - deferred revenue 140,219 (12,159) 128,060 Equity Accumulated losses $ (220,280) $ 36,555 $ (183,725) The adoption adjustment above to accumulated loss contains a foreign currency translation adjustment amount of $228 thousand, related to prior period activity booked to the statement of operations but adjusted at January 1, 2018, while the adoption adjustment to accumulated loss on the consolidated statement of changes in equity (deficit) does not contain the foreign currency impact, both adjustments are presented net of tax of $0.8 million. In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on our consolidated statement of operations and consolidated statement of financial position was as follows (in thousands): Consolidated Statement of Operations For the year ended December 31, 2018 Balance Without Adoption of Effect of Change As Reported ASC 606 Higher/(Lower) Revenue Subscriptions $ 174,887 $ 170,419 $ 4,468 Operating expenses Sales and marketing 113,650 118,085 (4,435) Income tax benefit 323 138 185 Net loss for the year $ (40,359) $ (49,447) $ 9,088 Consolidated Statement of Financial Position As of December 31, 2018 Effect of Change Higher/(Lower) Balance Without Adoption impact Impact of Adoption of to opening balance applying ASC 606 As Reported ASC 606 at January 1, 2018 for the period Assets Contract acquisition costs $ 28,953 $ — $ 25,181 $ 3,772 Liabilities Contract liabilities - deferred revenue 150,147 166,774 (12,159) (4,468) Equity Accumulated losses $ (224,312) $ (211,420) $ 36,555 $ (49,447) |
Cash and cash equivalents and_2
Cash and cash equivalents and other assets and liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Cash and cash equivalents and other assets and liabilities | |
Schedule of cash and cash equivalents | Cash and cash equivalents consisted of the following (in thousands): As of December 31, 2017 2018 Cash at banks $ 36,099 $ 32,437 Cash equivalents 50,925 1,303 Total cash and cash equivalents $ 87,024 $ 33,740 |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following (in thousands): As of December 31, 2017 2018 Royalties $ 747 $ 1,464 Software subscriptions 1,699 2,067 Research tax credit 1,023 612 Unbilled revenue 782 941 Prepaid rent 27 149 Prepaid insurance 477 568 Prepaid sales and marketing events 504 1,996 Other assets 3,052 2,028 Total other current assets $ 8,311 $ 9,825 |
Schedule of other non-current assets | Other non-current assets consisted of the following (in thousands): As of December 31, 2017 2018 Research tax credit $ 2,002 $ 2,214 Deposits 845 793 Royalties 197 587 Other non-current assets 93 67 Total other non-current assets $ 3,137 $ 3,661 |
Schedule of trade and other payables | Accrued expenses and other liabilities consisted of the following (in thousands): As of December 31, 2017 2018 Accrued compensation and benefits $ 14,670 $ 21,343 VAT payable 4,873 5,051 Other taxes 455 698 Contingent liabilities 1,145 408 Other current liabilities 6,361 8,975 Accrued expenses and other liabilities $ 27,504 $ 36,475 |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property and equipment | |
Schedule of cost and accumulated depreciation of property and equipment | The cost and accumulated depreciation of property and equipment are as follows (in thousands): December 31, December 31, 2017 2018 Computer equipment and software $ 5,313 $ 6,778 Fixtures and fittings 1,227 1,925 Leashold improvements 2,584 4,823 Property and equipment, gross 9,124 13,526 Less: accumulated depreciation and amortization (5,651) (7,191) Property and equipment, net $ 3,473 $ 6,335 |
Goodwill and intangible assets
Goodwill and intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and intangible assets | |
Schedule of goodwill | Goodwill consisted of the following (in thousands): Balance at January 1, 2017 $ 2,912 Additions from acquisitions 2,876 Effect of change in exchange rates 408 Balance at December 31, 2017 6,196 Additions from acquisitions 43,435 Effect of change in exchange rates 28 Balance at December 31, 2018 $ 49,659 |
Schedule of intangible assets | Intangible assets as of December 31, 2018 included the following (in thousands): December 31, 2018 Gross Carrying Amount Accumulated Depreciation Net Weighted Average Remaining Useful Life Customer relationships $ 5,009 $ (1,984) $ 3,025 2 years Developed technology 20,087 (3,692) 16,395 5 years Total $ 25,096 $ (5,676) $ 19,420 Intangible assets as of December 31, 2017, included the following (in thousands): December 31, 2017 Gross Carrying Amount Accumulated Depreciation Net Weighted Average Remaining Useful Life Customer relationships $ 1,793 $ (1,427) $ 366 1 years Developed technology 9,114 (2,012) 7,102 4 years IPR&D technology 1,003 (943) 60 1 year Total $ 11,910 $ (4,382) $ 7,528 |
Revenues by geographic region (
Revenues by geographic region (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenues by geographic region | |
Disclosure of revenues by region | Year Ended December 31, 2016 2017 2018 (in thousands) Americas $ 47,188 $ 70,671 $ 93,186 EMEA 55,422 71,015 96,806 Asia Pacific 3,374 6,909 14,331 $ 105,984 $ 148,595 $ 204,323 |
Income tax (Tables)
Income tax (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income tax | |
Schedule of domestic and foreign components loss before income tax expense | The following table presents domestic and foreign components loss before income tax expense (in thousands): Year Ended December 31, 2016 2017 2018 France $ (14,435) $ (18,811) $ (9,450) International (9,745) (12,073) (31,232) Loss before income tax expense $ (24,180) $ (30,884) $ (40,682) |
Schedule of components of (provision) benefit for income taxes | The components of the (provision) benefit for income taxes were as follows (in thousands): Year Ended December 31, 2016 2017 2018 Current: France $ — $ — $ — International (63) (324) (311) Total current (63) (324) (311) Deferred: France — — — International — — 634 Total deferred — — 634 Income tax (expense) benefit $ (63) $ (324) $ 323 |
Schedule of reconciliation of income tax expense | The following table provides a reconciliation of the income tax expense calculated at the French statutory tax rate to the income tax expense (in thousands). Year Ended December 31, 2016 2017 2018 Loss before income tax expense $ (24,180) $ (30,884) $ (40,682) Expected tax benefit at France’s statutory income tax rate of 33.33% plus 1.1% surcharge in fiscal 2016 and 2017 and 33.33% in fiscal 2018 8,325 10,633 13,559 Effect of different tax rates of subsidiaries operating in countries other than France (105) 2,154 (3,237) Non-deductible expenses (428) 231 (1,714) Effective change in tax rates (6,428) (13,056) (319) Share-based compensation (688) 1,741 (851) Change in valuation allowance (802) (2,261) (7,842) Other items, net 63 234 727 Income tax (expense) benefit $ (63) $ (324) $ 323 |
Schedule of components of deferred tax assets (liabilities) | The components of deferred tax assets (liabilities) are as follows (in thousands): Year Ended December 31, 2017 2018 Deferred tax assets: Accruals and reserves $ 2,624 $ 1,072 Net operating loss carryforwards 52,279 59,793 Share-based compensation 1,017 2,702 Other 980 2,316 Total deferred tax assets 56,900 65,883 Less: valuation allowance (54,796) (53,158) Net deferred tax assets 2,104 12,725 Deferred tax liability: Intangibles (2,104) (6,032) Deferred revenue — (132) Deferred compensation — (7,031) Total deferred tax liabilities (2,104) (13,195) Total net deferred tax assets (liabilities) $ — $ (470) |
Schedule of reconciliation of beginning and ending amount of unrecognized tax benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2017 2018 Unrecognized tax benefits balance at beginning of year $ 125 $ 566 Gross increase for tax positions of prior year — — Gross decrease for tax positions of prior year — — Gross increase for tax positions of current year 441 518 Settlements — — Gross unrecognized tax benefits at year end $ 566 $ 1,084 |
Accounts receivables (Tables)
Accounts receivables (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounts receivables | |
Schedule of trade receivables | The Group's accounts receivables consisted of the following (in thousands): As of December 31, 2017 2018 Accounts receivables $ 58,538 $ 69,413 Less: Allowance for doubtful accounts (1,409) (1,882) Accounts receivable, net $ 57,129 $ 67,531 |
Schedule of movements in the allowance for doubtful accounts of receivables | The movements in the allowance for doubtful accounts of receivables were as follows (in thousands): As of December 31, 2016 2017 2018 Balance at beginning of year $ 503 $ 664 $ 1,409 Charge for the year 173 674 517 Write-off of receivable — — — Effect of change in exchange rates (12) 71 (44) |
Schedule of aging analysis allowance for net trade receivables | As of December 31, 2017 and 2018, the aging analysis of net trade receivables that were not impaired is as follows (in thousands): Neither past due Total nor impaired Past due but not impaired < 30 days 30 - 90 days > 90 days At December 31, 2018 67,531 59,951 4,829 2,543 208 At December 31, 2017 57,129 52,096 3,926 972 135 |
Business combinations (Tables)
Business combinations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Acquisition [Line Items] | |
Schedule of unaudited pro forma consolidated financial information | Year Ended December 31, 2017 2018 Total revenue $ 150,008 $ 207,048 Net loss $ (41,675) $ (47,442) Basic and diluted net loss per share $ 1.44 $ 1.59 |
Stitch, Inc | |
Business Acquisition [Line Items] | |
Schedule of estimated fair values of assets acquired and liabilities assumed | The following table summarizes the estimated provisional fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands): Fair Value Cash $ 1,625 Acquired developed technology 11,400 Customer relationships 3,300 Goodwill 43,435 Other assets, net 143 Deferred revenue (410) Total consideration transferred $ 59,493 |
Schedule of identified intangible assets acquired and their estimated useful lives | Fair Value Useful Life Developed technology $ 11,400 5 Customer relationships 3,300 2 Total intangible assets subject to amortization $ 14,700 |
Restlet | |
Business Acquisition [Line Items] | |
Schedule of estimated fair values of assets acquired and liabilities assumed | The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands): Fair Value Other current assets $ 55 Property and equipment, net 32 Intangible assets 7,535 Goodwill 2,876 Trade and other payables (299) Deferred revenue (28) Net assets acquired $ 10,171 Net debt assumed (1,188) Total consideration transferred 1 $ 8,983 1 |
Schedule of identified intangible assets acquired and their estimated useful lives | Fair Value Useful Life Developed technology $ 7,319 5 Customer relationships 216 1 Total intangible assets subject to amortization $ 7,535 |
Share capital and reserves (Tab
Share capital and reserves (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Share capital and reserves | |
Summary of movement in ordinary shares and non-redeemable convertible preferred shares | The following table presents (in thousands) the movement in ordinary shares and non-redeemable convertible preferred shares: Preferred Preferred Preferred Preferred Shares Preferred Preferred Shares Preferred Preferred Preferred Total Ordinary Shares Shares Series C Shares Shares Series E Shares Shares Shares Preferred Shares Series B Series C Prime Series D Series E Prime Series F Series G Series H Shares Balance at January 1, 2016 3,905 1,365 1,375 463 3,409 1,660 254 6,808 1,542 1,856 18,732 Issue of shares from initial public offering 5,707 — — — — — — — — — — Conversion of preferred shares to ordinary at closing of IPO 18,732 (1,365) (1,375) (463) (3,409) (1,660) (254) (6,808) (1,542) (1,856) (18,732) Exercise of stock awards 213 — — — — — — — — — — Balance at December 31, 2016 28,557 — — — — — — — — — — Exercise of stock awards 883 — — — — — — — — — — Balance at December 31, 2017 29,440 — — — — — — — — — — Exercise of stock awards 576 — — — — — — — — — — Shares issued from restricted stock unit vesting 92 — — — — — — — — — — Issuance of ordinary shares in connection with employee stock purchase plan 50 — — — — — — — — — — Balance at December 31, 2018 30,158 — — — — — — — — — — |
Share-based payment plans (Tabl
Share-based payment plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of number of options and warrants outstanding and weighted-average exercise prices ("WAEP") of share options and warrants | Number of Number of employee Number of stock options BSPCE warrants BSA warrants Balance at January 1, 2016 2,099 492 41 Granted during the year 977 130 56 Exercised during the year (121) (51) (41) Forfeited during the year (126) (25) — Balance at December 31, 2016 2,828 547 56 Granted during the year 203 41 32 Exercised during the year (661) (222) — Forfeited during the year (88) (23) — Balance at December 31, 2017 2,282 343 88 Granted during the period 2 — 53 Exercised during the period (458) (108) (10) Forfeited during the period (119) (5) — Balance at December 31, 2018 1,707 229 131 |
Schedule summarizes information about stock options outstanding | Number of stock options outstanding WAEP per share WACT (in years) Aggregate intrinsic value Balance at January 1, 2016 2,099 $ 6.80 8.0 $ 6,313 Granted 977 15.39 Exercised (121) 4.61 Forfeited (126) 11.06 Balance at December 31, 2016 2,828 $ 9.55 7.8 $ 35,757 Granted 203 29.41 Exercised (661) 8.69 Forfeited (88) 17.08 Balance at December 31, 2017 2,282 $ 12.94 7.2 $ 59,983 Granted 2 34.25 Exercised (458) 11.66 Forfeited (119) 20.83 Balance at December 31, 2018 1,707 $ 11.95 6.3 $ 42,769 Vested and expected to vest at December 31, 2018 1,607 $ 11.53 6.2 $ 40,880 Exercisable at December 31, 2018 1,219 $ 9.42 5.8 $ 33,587 |
Schedule of information about employee warrants outstanding | Number of employee warrants outstanding WAEP per warrant WACT (in years) Aggregate intrinsic value Balance at January 1, 2016 492 $ 5.60 6.6 $ 2,041 Granted 130 15.42 Exercised (51) 2.06 Forfeited (25) 10.28 Balance at December 31, 2016 547 $ 7.99 6.6 $ 7,771 Granted 41 33.04 Exercised (222) 4.75 Forfeited (23) 15.03 Balance at December 31, 2017 343 $ 14.41 7.2 $ 7,910 Granted — — Exercised (108) 9.41 Forfeited (5) 9.17 Balance at December 31, 2018 229 $ 15.49 6.7 $ 4,922 Vested and expected to vest at December 31, 2018 208 $ 15.21 6.7 $ 4,544 Exercisable at December 31, 2018 162 $ 13.10 6.3 $ 3,865 |
Schedule of assumptions used to calculate fair value of share options and warrants | Year Ended December 31, 2016 2017 2018 Weighted average fair value of underlying shares $ 16.33 $ 27.82 $ 52.65 Weighted average expected volatility 44.8 % 50.5 % 42.0 % Weighted average risk-free interest rate 0.82 % 1.69 % 2.63 % Weighted average expected term (in years) 3.98 3.73 3.23 Dividend yield — % — % — % |
Schedule of compensation expenses by cost | Year Ended December 31, 2016 2017 2018 Cost of revenue - subscriptions $ 74 $ 315 $ 1,432 Cost of revenue - professional services 84 207 1,024 Sales and marketing 917 2,271 7,198 Research and development 542 1,263 5,808 General and administrative 1,377 2,224 5,375 Total share-based compensation expense $ 2,994 $ 6,280 $ 20,837 |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of number of options and warrants outstanding and weighted-average exercise prices ("WAEP") of share options and warrants | Number of service- Number of performance- Weighted-average based RSUs based RSUs grant date fair value Balance at January 1, 2017 — — $ — Granted 523 279 36.73 Vested and released — — — Withheld for taxes — — — Forfeited (14) (279) 34.05 Balance at December 31, 2017 509 — $ 33.10 Granted 838 354 48.00 Vested and released (51) (41) 34.53 Withheld for taxes — — — Forfeited (86) (12) 38.46 Balance at December 31, 2018 1,210 301 $ 44.90 Expected to vest at December 31, 2018 730 103 $ 43.69 |
Net loss per share (Tables)
Net loss per share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Net loss per share | |
Schedule of net loss and weighted average number of shares used in the calculation of basic and diluted earnings per share | The net loss and weighted average number of shares used in the calculation of basic and diluted earnings per share are as follows (in thousands, except per share data): Year Ended December 31, 2016 2017 2018 Numerator (basic and diluted): Net loss $ (24,243) $ (31,208) $ (40,359) Denominator (basic and diluted): Weighted-average ordinary shares outstanding 14,464 28,966 29,841 Basic and diluted net loss per share $ (1.68) $ (1.08) $ (1.35) |
Summary of shares subject to outstanding awards were excluded from the computation of diluted net loss per share as they were anti-dilutive | The following shares subject to outstanding awards were excluded from the computation of diluted net loss per share for the periods presented as their effect would have been antidilutive (in thousands): Year Ended December 31, 2016 2017 2018 Stock options to purchase ordinary shares 2,828 2,282 1,707 Employee warrants (BSPCE) to purchase ordinary shares 547 343 229 Warrants (BSA) to purchase ordinary shares 56 88 130 Restricted stock units — 509 1,511 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt | |
Summary of principal balances of outstanding borrowings under lines of credit with banks and financial institutions | The principal balances of outstanding borrowings under lines of credit with banks and financial institutions were as follows (in thousands): As of December 31, 2017 2018 BPI France $ 1,056 $ 877 Other 139 7 Total $ 1,195 $ 884 Current borrowings $ 1,188 $ 208 Non-current borrowings $ 7 $ 676 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and contingencies | |
Schedule of future minimum undiscounted lease payments under operating leases | Future minimum undiscounted lease payments under operating leases are as follows (in thousands): Operating leases As of December 31, 2018 2019 $ 5,286 2020 5,757 2021 5,591 2022 5,320 2023 4,014 Thereafter 14,832 Total future minimum lease payments $ 40,800 |
Summary of significant accoun_4
Summary of significant accounting policies - Accounting standards issued not yet adopted (Details) - ASU 2016-02 - Restatement Adjustment $ in Millions | Dec. 31, 2018USD ($) |
Summary of significant accounting policies | |
Right-of-use asset | $ 41 |
Operating lease liability | 40.1 |
Undiscounted future lease obligations | $ 41 |
Summary of significant accoun_5
Summary of significant accounting policies - Contract acquisition costs (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Summary of significant accounting policies | ||
Contract acquisition costs, amortization period | 5 years | |
Revenues [Abstract] | ||
Minimum contractual term | 1 year | |
Maximum contractual term | 3 years | |
Average pre-billed duration for new subscription sales | 1 year 1 month 6 days | 1 year 3 months 18 days |
Summary of significant accoun_6
Summary of significant accounting policies - Consolidated Statement of Financial Position (Details) - USD ($) $ in Thousands | Jan. 01, 2018 | Dec. 31, 2018 | Jan. 02, 2018 | Dec. 31, 2017 |
Assets | ||||
Contract acquisition costs | $ 28,953 | $ 25,181 | ||
Liabilities | ||||
Contract liabilities - deferred revenue | 150,147 | 128,060 | $ 140,219 | |
Equity | ||||
Accumulated losses | (224,312) | (183,725) | (220,280) | |
Balance Without Adoption of ASC 606 | ||||
Liabilities | ||||
Contract liabilities - deferred revenue | 166,774 | 140,219 | ||
Equity | ||||
Accumulated losses | (211,420) | $ (220,280) | ||
Adjustments due to ASC 606 | ||||
Assets | ||||
Contract acquisition costs | 3,772 | 25,181 | ||
Liabilities | ||||
Contract liabilities - deferred revenue | (4,468) | (12,159) | ||
Equity | ||||
Accumulated losses | $ (49,447) | $ 36,555 | ||
Foreign currency translation adjustment | $ 228 | |||
Net of tax effect | $ 800 |
Summary of significant accoun_7
Summary of significant accounting policies - Consolidated Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | |||
Subscriptions | $ 174,887 | ||
Expenses by nature | |||
Sales and marketing | 113,650 | $ 86,892 | $ 67,580 |
Income tax (expense) benefit | 323 | (324) | (63) |
Net loss | (40,359) | $ (31,208) | $ (24,243) |
Balance Without Adoption of ASC 606 | |||
Revenue | |||
Subscriptions | 170,419 | ||
Expenses by nature | |||
Sales and marketing | 118,085 | ||
Income tax (expense) benefit | 138 | ||
Net loss | (49,447) | ||
Adjustments due to ASC 606 | |||
Revenue | |||
Subscriptions | 4,468 | ||
Expenses by nature | |||
Sales and marketing | (4,435) | ||
Income tax (expense) benefit | 185 | ||
Net loss | $ 9,088 |
Summary of significant accoun_8
Summary of significant accounting policies - Consolidated Statement of Financial Position (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 02, 2018 | Dec. 31, 2017 |
Contract acquisition costs | |||
Contract acquisition costs | $ 28,953 | $ 25,181 | |
Contract With Customer Liability Abstract | |||
Contract liabilities - deferred revenue | 150,147 | 128,060 | $ 140,219 |
Equity | |||
Accumulated losses | (224,312) | (183,725) | (220,280) |
Balance Without Adoption of ASC 606 | |||
Contract With Customer Liability Abstract | |||
Contract liabilities - deferred revenue | 166,774 | 140,219 | |
Equity | |||
Accumulated losses | (211,420) | $ (220,280) | |
Adjustments due to ASC 606 | |||
Contract acquisition costs | |||
Contract acquisition costs | 3,772 | 25,181 | |
Contract With Customer Liability Abstract | |||
Contract liabilities - deferred revenue | (4,468) | (12,159) | |
Equity | |||
Accumulated losses | $ (49,447) | $ 36,555 |
Summary of significant accoun_9
Summary of significant accounting policies - Disclosures Related to our Contracts with Customers (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Summary of significant accounting policies | |
Incremental cost of obtaining a contract | true |
Amortization period | 5 years |
Summary of significant accou_10
Summary of significant accounting policies - Trade receivables, contract acquisition costs and contract liabilities - deferred revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 02, 2018 | Dec. 31, 2017 |
Assets | |||
Accounts receivables, net | $ 67,531 | $ 57,129 | |
Contract assets - unbilled revenue | 941 | 782 | |
Contract acquisition costs - current | 9,563 | ||
Contract acquisition costs - non-current | 19,390 | ||
Total contract assets | 97,424 | 57,911 | |
Liabilities | |||
Contract liabilities - deferred revenue, current | 124,416 | 118,601 | |
Contract liabilities - deferred revenue - non-current | 25,731 | 21,618 | |
Total contract liabilities | $ 150,147 | $ 128,060 | $ 140,219 |
Summary of significant accou_11
Summary of significant accounting policies - Significant changes in contract acquisition costs and contract liabilities balances (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Contract assets - unbilled revenue | |
Balance at beginning of period | $ 782,000 |
Transferred to receivable from unbilled revenue recognized at the beginning of the period | (628,000) |
Increase due to new unbilled revenue | 787,000 |
Balance at end of period | 941,000 |
Contract acquisition costs | |
Additional contract acquisition costs deferred | 12,692,000 |
Amortization of deferred contract costs | (8,920,000) |
Balance at end of period | 28,953,000 |
Contract liabilities - deferred revenue | |
Balance at beginning of period | 140,219,000 |
Performance obligations satisfied during the period that were included in the contract liability balance at the beginning of the period | (105,038,000) |
Increases due to invoicing prior to satisfaction of performance obligations, net of amounts recognized as revenue during the period | 127,125,000 |
Balance at end of period | 150,147,000 |
Contract acquisition costs - additional details | |
Contract acquisition costs - current | 9,563,000 |
Impairment of assets related to contract acquisition cost | 0 |
Adjustments due to ASC 606 | |
Contract acquisition costs | |
Balance at end of period | 3,772,000 |
Contract liabilities - deferred revenue | |
Balance at end of period | $ (4,468,000) |
Summary of significant accou_12
Summary of significant accounting policies - Remaining Performance Obligations (Details) $ in Millions | Dec. 31, 2018USD ($) |
Summary of significant accounting policies | |
Remaining performance obligations | $ 182.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Summary of significant accounting policies | |
Remaining performance obligations | $ 133.4 |
Remaining performance obligations | |
Remaining performance obligations period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Summary of significant accounting policies | |
Remaining performance obligations | $ 48.8 |
Remaining performance obligations | |
Remaining performance obligations period |
Summary of significant accou_13
Summary of significant accounting policies - Property and equipment (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Computer equipment and software | |
Property and equipment | |
Estimated useful lives | 3 years |
Fixtures and fittings | Minimum | |
Property and equipment | |
Estimated useful lives | 3 years |
Fixtures and fittings | Maximum | |
Property and equipment | |
Estimated useful lives | 10 years |
Summary of significant accou_14
Summary of significant accounting policies - Goodwill, intangible assets and impairment assessments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Summary of significant accounting policies | |||
Impairments of goodwill or intangible assets | $ 0 | $ 0 | $ 0 |
Customer relationships | |||
Summary of significant accounting policies | |||
Useful Life (Years) | 2 years | ||
Acquired developed technology | |||
Summary of significant accounting policies | |||
Useful Life (Years) | 5 years |
Summary of significant accou_15
Summary of significant accounting policies - Employee benefits plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Summary of significant accounting policies | |||
Defined contribution plan expense | $ 3 | $ 2.2 | $ 1.7 |
Summary of significant accou_16
Summary of significant accounting policies - Software development costs (Details) $ in Millions | Dec. 31, 2018USD ($) |
Summary of significant accounting policies | |
Research and development costs capitalized | $ 0 |
Summary of significant accou_17
Summary of significant accounting policies - Advertising costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Summary of significant accounting policies | |||
Advertising expense | $ 0.1 | $ 0.1 | $ 0.1 |
Fair value measurement - Transf
Fair value measurement - Transfers between levels (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair value measurement | ||
Transfers from Level 1 to Level 2, Assets | $ 0 | $ 0 |
Transfers from Level 2 to Level 1, Assets | 0 | 0 |
Transfers into Level 3, Assets | 0 | 0 |
Transfers from Level 3, Assets | $ 0 | $ 0 |
Cash and cash equivalents and_3
Cash and cash equivalents and other assets and liabilities - Cash and cash equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Cash and cash equivalents | ||||
Cash at banks | $ 32,437 | $ 36,099 | ||
Cash equivalents | 1,303 | 50,925 | ||
Total cash and cash equivalents | 33,740 | $ 87,024 | $ 91,023 | $ 6,930 |
U.S | ||||
Cash and cash equivalents | ||||
Total cash and cash equivalents | 27,700 | |||
Euro | ||||
Cash and cash equivalents | ||||
Total cash and cash equivalents | $ 10,600 |
Cash and cash equivalents and_4
Cash and cash equivalents and other assets and liabilities - Other current and non-current assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 02, 2018 | Dec. 31, 2017 |
Cash and cash equivalents and other assets and liabilities | |||
Royalties | $ 1,464 | $ 747 | |
Software subscriptions | 2,067 | 1,699 | |
Research tax credit | 612 | 1,023 | |
Unbilled revenue | 941 | $ 782 | 782 |
Prepaid rent | 149 | 27 | |
Prepaid insurance | 568 | 477 | |
Prepaid sales and marketing events | 1,996 | 504 | |
Other assets | 2,028 | 3,052 | |
Total other current assets | 9,825 | 8,311 | |
Research tax credit | 2,214 | 2,002 | |
Deposits | 793 | 845 | |
Royalties | 587 | 197 | |
Other non-current assets | 67 | 93 | |
Total non-current assets | $ 3,661 | $ 3,137 |
Cash and cash equivalents and_5
Cash and cash equivalents and other assets and liabilities - Accrued expenses and other liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Cash and cash equivalents and other assets and liabilities | ||
Accrued compensation and benefits | $ 21,343 | $ 14,670 |
VAT payable | 5,051 | 4,873 |
Other taxes | 698 | 455 |
Contingent liabilities | 408 | 1,145 |
Other current liabilities | 8,975 | 6,361 |
Accrued expenses and other liabilities | $ 36,475 | $ 27,504 |
Property and equipment (Details
Property and equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property and equipment | |||
Property and equipment, gross | $ 13,526 | $ 9,124 | |
Less: accumulated depreciation and amortization | (7,191) | (5,651) | |
Property and equipment, net | 6,335 | 3,473 | |
Depreciation | 2,034 | 1,527 | $ 1,193 |
Computer equipment and software | |||
Property and equipment | |||
Property and equipment, gross | 6,778 | 5,313 | |
Fixtures and fittings | |||
Property and equipment | |||
Property and equipment, gross | 1,925 | 1,227 | |
Leasehold improvements | |||
Property and equipment | |||
Property and equipment, gross | $ 4,823 | $ 2,584 |
Goodwill and intangible asset_2
Goodwill and intangible assets - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill and intangible assets | ||
Goodwill, Beginning Balance | $ 6,196 | $ 2,912 |
Additions from acquisitions | 43,435 | 2,876 |
Effect of change in exchange rates | 28 | 408 |
Goodwill, Ending Balance | $ 49,659 | $ 6,196 |
Goodwill and intangible asset_3
Goodwill and intangible assets - Intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Summary of significant accounting policies | ||
Gross Carrying Amount | $ 25,096 | $ 11,910 |
Accumulated Depreciation | (5,676) | (4,382) |
Net | 19,420 | 7,528 |
Customer relationships | ||
Summary of significant accounting policies | ||
Gross Carrying Amount | 5,009 | 1,793 |
Accumulated Depreciation | (1,984) | (1,427) |
Net | $ 3,025 | $ 366 |
Weighted Average Remaining Useful Life | 2 years | 1 year |
Acquired developed technology | ||
Summary of significant accounting policies | ||
Gross Carrying Amount | $ 20,087 | $ 9,114 |
Accumulated Depreciation | (3,692) | (2,012) |
Net | $ 16,395 | $ 7,102 |
Weighted Average Remaining Useful Life | 5 years | 4 years |
IPR&D technology | ||
Summary of significant accounting policies | ||
Gross Carrying Amount | $ 1,003 | |
Accumulated Depreciation | (943) | |
Net | $ 60 | |
Weighted Average Remaining Useful Life | 1 year |
Revenues by geographic region_2
Revenues by geographic region (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues by geographic region | |||
Revenues | $ 204,323 | $ 148,595 | $ 105,984 |
Americas | |||
Revenues by geographic region | |||
Revenues | 93,186 | 70,671 | 47,188 |
EMEA | |||
Revenues by geographic region | |||
Revenues | 96,806 | 71,015 | 55,422 |
Asia Pacific | |||
Revenues by geographic region | |||
Revenues | 14,331 | 6,909 | 3,374 |
France | |||
Revenues by geographic region | |||
Revenues | $ 33,600 | $ 25,100 | $ 20,100 |
Income tax - Loss before income
Income tax - Loss before income tax expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Loss before income tax expense | |||
France | $ (9,450) | $ (18,811) | $ (14,435) |
International | (31,232) | (12,073) | (9,745) |
Loss before income tax expense | $ (40,682) | $ (30,884) | $ (24,180) |
Income tax - (Provision) benefi
Income tax - (Provision) benefit for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||
International | $ (311) | $ (324) | $ (63) |
Total current | (311) | (324) | (63) |
Deferred: | |||
International | 634 | ||
Total deferred | 634 | ||
Income tax (expense) benefit | $ 323 | $ (324) | $ (63) |
Income tax - Reconciliation of
Income tax - Reconciliation of the income tax expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of income tax expense | |||
Loss before income tax expense | $ (40,682) | $ (30,884) | $ (24,180) |
Expected tax benefit at France’s statutory income tax rate of 33.33% plus 1.1% surcharge in fiscal 2016 and 2017 and 33.33% in fiscal 2018 | 13,559 | 10,633 | 8,325 |
Effect of different tax rates of subsidiaries operating in countries other than France | (3,237) | 2,154 | (105) |
Non-deductible expenses | (1,714) | 231 | (428) |
Effective change in tax rates | (319) | (13,056) | (6,428) |
Share-based compensation | (851) | 1,741 | (688) |
Change in valuation allowance | (7,842) | (2,261) | (802) |
Other items, net | 727 | 234 | 63 |
Income tax (expense) benefit | $ 323 | $ (324) | $ (63) |
Statutory income tax rate (as a percent) | 33.33% | 33.33% | 33.33% |
Surcharge (as a percent) | 1.10% | 1.10% |
Income tax - Deferred tax asset
Income tax - Deferred tax assets (liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Accruals and reserves | $ 1,072 | $ 2,624 |
Net operating loss carryforwards | 59,793 | 52,279 |
Share-based compensation | 2,702 | 1,017 |
Other | 2,316 | 980 |
Total deferred tax assets | 65,883 | 56,900 |
Less: valuation allowance | (53,158) | (54,796) |
Net deferred tax assets | 12,725 | 2,104 |
Deferred tax liability: | ||
Intangibles | (6,032) | (2,104) |
Deferred revenue | (132) | |
Deferred compensation | (7,031) | |
Total deferred tax liabilities | (13,195) | $ (2,104) |
Total net deferred tax assets (liabilities) | $ (470) |
Income tax - Valuation allowanc
Income tax - Valuation allowance (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Income tax | |
Decrease in valuation allowance | $ (1.6) |
Income tax - NOL carryforwards
Income tax - NOL carryforwards (Details) $ in Millions | Dec. 31, 2018USD ($) |
Income tax | |
Net operating loss carryforwards | $ 150.5 |
Federal | Internal Revenue Service (IRS) | |
Income tax | |
Net operating loss carryforwards, not subject to expiration | 13 |
Net operating loss carryforwards, subject to expiration | 43 |
Federal | California | |
Income tax | |
Net operating loss carryforwards, subject to expiration | 27 |
Federal | Other U.S. | |
Income tax | |
Net operating loss carryforwards, subject to expiration | 35.9 |
Foreign | |
Income tax | |
Net operating loss carryforwards, not subject to expiration | 21.7 |
Net operating loss carryforwards, subject to expiration | $ 1.6 |
Income tax - Tax credit carryfo
Income tax - Tax credit carryforwards (Details) - Research and development $ in Millions | Dec. 31, 2018USD ($) |
Federal | |
Income tax | |
Tax credit carryforward | $ 1.1 |
State | |
Income tax | |
Tax credit carryforward | $ 0.7 |
Income tax - Unrecognized tax b
Income tax - Unrecognized tax benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Unrecognized tax benefit | ||
Unrecognized tax benefits balance at beginning of year | $ 566 | $ 125 |
Gross increase for tax positions of current year | 518 | 441 |
Gross unrecognized tax benefits at year end | $ 1,084 | $ 566 |
Accounts receivables (Details)
Accounts receivables (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounts receivables | |||||
Accounts receivables | $ 69,413 | $ 58,538 | |||
Less: Allowance for doubtful accounts | $ (1,409) | $ (664) | $ (503) | (1,882) | (1,409) |
Accounts receivable, net | $ 67,531 | $ 57,129 | |||
Movements in allowance for doubtful accounts of receivables | |||||
Balance at beginning of year | 1,409 | 664 | 503 | ||
Charge for the year | 517 | 674 | 173 | ||
Effect of change in exchange rates | (44) | 71 | (12) | ||
Balance at ending of year | $ 1,882 | $ 1,409 | $ 664 |
Accounts receivables - Aging an
Accounts receivables - Aging analysis (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Aging analysis of net trade receivables | ||
Total | $ 67,531 | $ 57,129 |
Neither past due nor impaired | $ 59,951 | $ 52,096 |
Past due balances as a percentage of total net trade receivable net of allowance for doubtful accounts | 11.00% | 9.00% |
Past due0 - 29 days but not impaired | ||
Aging analysis of net trade receivables | ||
Neither past due nor impaired | $ 4,829 | $ 3,926 |
Past due 30 – 90 days but not impaired | ||
Aging analysis of net trade receivables | ||
Neither past due nor impaired | 2,543 | 972 |
Past due 91 days or more but not impaired | ||
Aging analysis of net trade receivables | ||
Neither past due nor impaired | $ 208 | $ 135 |
Business combinations - Stitch,
Business combinations - Stitch, Inc (Details) - USD ($) $ in Thousands | Nov. 09, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Estimated fair values of assets acquired and liabilities assumed: | ||||
Goodwill | $ 49,659 | $ 6,196 | $ 2,912 | |
Stitch, Inc | ||||
Business Acquisition [Line Items] | ||||
Cash payment | $ 59,500 | |||
Transaction costs recognized | 700 | |||
Estimated fair values of assets acquired and liabilities assumed: | ||||
Cash | 1,625 | |||
Intangible assets | 14,700 | |||
Goodwill | 43,435 | |||
Other assets, net | 143 | |||
Deferred revenue | (410) | |||
Net assets acquired | 59,493 | |||
Acquired developed technology | Stitch, Inc | ||||
Estimated fair values of assets acquired and liabilities assumed: | ||||
Intangible assets | 11,400 | |||
Customer relationships | Stitch, Inc | ||||
Estimated fair values of assets acquired and liabilities assumed: | ||||
Intangible assets | $ 3,300 |
Business combinations - Compone
Business combinations - Components of Stitch, Inc intangible assets (Details) - USD ($) $ in Thousands | Nov. 09, 2018 | Dec. 31, 2018 |
Stitch, Inc | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization | $ 14,700 | |
Acquired developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 5 years | |
Acquired developed technology | Stitch, Inc | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization | $ 11,400 | |
Useful Life (Years) | 5 years | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 2 years | |
Customer relationships | Stitch, Inc | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization | $ 3,300 | |
Useful Life (Years) | 2 years |
Business combinations - Proform
Business combinations - Proforma information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Unaudited pro forma consolidated financial information: | ||
Total revenue | $ 207,048 | $ 150,008 |
Net loss | $ (47,442) | $ (41,675) |
Basic net loss per share | $ 1.59 | $ 1.44 |
Business combinations - Summary
Business combinations - Summary of acquisition (Details) $ in Thousands, € in Millions | Nov. 08, 2017EUR (€) | Nov. 08, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | |||||
Goodwill | $ 49,659 | $ 6,196 | $ 2,912 | ||
Restlet | |||||
Business Acquisition [Line Items] | |||||
Other current assets | $ 55 | ||||
Property and equipment, net | 32 | ||||
Intangible assets | 7,535 | ||||
Goodwill | 2,876 | ||||
Trade and other payables | (299) | ||||
Deferred revenue | (28) | ||||
Net assets acquired | 10,171 | ||||
Net debt assumed | € (1) | (1,188) | |||
Total consideration transferred | € 7.7 | 8,983 | |||
Cash consideration for business acquisition | $ 9,200 |
Business combinations - Compo_2
Business combinations - Components of Restlet intangible assets (Details) - USD ($) $ in Thousands | Nov. 08, 2017 | Dec. 31, 2018 |
Restlet | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization | $ 7,535 | |
Acquired developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 5 years | |
Acquired developed technology | Restlet | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization | $ 7,319 | |
Useful Life (Years) | 5 years | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (Years) | 2 years | |
Customer relationships | Restlet | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible assets subject to amortization | $ 216 | |
Useful Life (Years) | 1 year |
Business combinations - Restlet
Business combinations - Restlet (Details) - Nov. 08, 2017 - Restlet $ in Thousands, € in Millions | EUR (€) | USD ($) |
Business Acquisition [Line Items] | ||
Total purchase price consideration | € 8.6 | $ 10,200 |
Cash consideration, subject to foreign currency translation adjustment | 7.7 | 8,983 |
Fair value of debt assumed | € 1 | $ 1,188 |
1-for-8 reverse share split (De
1-for-8 reverse share split (Details) | Jun. 18, 2016 | Jun. 01, 2016 | Jun. 30, 2016 |
1-for-8 reverse share split | |||
Reverse share split rate | 0.125 | 0.125 | 0.25 |
Share capital and reserves - Mo
Share capital and reserves - Movements in Shares (Details) $ in Thousands | Mar. 18, 2018shares | Nov. 17, 2017shares | Mar. 16, 2017shares | Jun. 18, 2016 | Jun. 01, 2016 | Jun. 30, 2016 | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares |
Reverse share split rate | 0.125 | 0.125 | 0.25 | ||||||
Movement in ordinary shares and non-redeemable convertible preferred shares | |||||||||
Balance at the beginning of the period | $ (1,110) | $ 18,025 | $ (52,483) | ||||||
Issuance of ordinary shares upon initial public offering, net of offering costs and underwriters commissions and discounts (in shares) | shares | 3,916,474 | 2,750,000 | 3,783,111 | ||||||
Issuance of ordinary shares in connection with employee stock purchase plan | 1,805 | ||||||||
Balance at the end of the period | 24,439 | (1,110) | 18,025 | ||||||
Ordinary shares | |||||||||
Movement in ordinary shares and non-redeemable convertible preferred shares | |||||||||
Balance at the beginning of the period | $ 3,059 | $ 2,980 | $ 2,450 | ||||||
Issuance of ordinary shares upon initial public offering, net of offering costs and underwriters commissions and discounts (in shares) | shares | 5,706,852 | ||||||||
Exercise of stock awards (in shares) | shares | 576,901 | 882,614 | 212,775 | ||||||
Shares issued from restricted stock unit vesting | $ 8 | ||||||||
Issuance of ordinary shares in connection with employee stock purchase plan | 4 | ||||||||
Balance at the end of the period | $ 3,128 | $ 3,059 | $ 2,980 | ||||||
Preferred Shares | |||||||||
Movement in ordinary shares and non-redeemable convertible preferred shares | |||||||||
Balance at the beginning of the period | 18,732 | ||||||||
Conversion of preferred shares to ordinary at closing of IPO | (18,732) | ||||||||
Preferred Shares | Preferred Shares Series B | |||||||||
Movement in ordinary shares and non-redeemable convertible preferred shares | |||||||||
Balance at the beginning of the period | 1,365 | ||||||||
Conversion of preferred shares to ordinary at closing of IPO | (1,365) | ||||||||
Preferred Shares | Preferred Shares Series C | |||||||||
Movement in ordinary shares and non-redeemable convertible preferred shares | |||||||||
Balance at the beginning of the period | 1,375 | ||||||||
Conversion of preferred shares to ordinary at closing of IPO | (1,375) | ||||||||
Preferred Shares | Preferred Shares Series C Prime | |||||||||
Movement in ordinary shares and non-redeemable convertible preferred shares | |||||||||
Balance at the beginning of the period | 463 | ||||||||
Conversion of preferred shares to ordinary at closing of IPO | (463) | ||||||||
Preferred Shares | Preferred Shares Series D | |||||||||
Movement in ordinary shares and non-redeemable convertible preferred shares | |||||||||
Balance at the beginning of the period | 3,409 | ||||||||
Conversion of preferred shares to ordinary at closing of IPO | (3,409) | ||||||||
Preferred Shares | Preferred Shares Series E | |||||||||
Movement in ordinary shares and non-redeemable convertible preferred shares | |||||||||
Balance at the beginning of the period | 1,660 | ||||||||
Conversion of preferred shares to ordinary at closing of IPO | (1,660) | ||||||||
Preferred Shares | Preferred Shares Series E Prime | |||||||||
Movement in ordinary shares and non-redeemable convertible preferred shares | |||||||||
Balance at the beginning of the period | 254 | ||||||||
Conversion of preferred shares to ordinary at closing of IPO | (254) | ||||||||
Preferred Shares | Preferred Shares Series F | |||||||||
Movement in ordinary shares and non-redeemable convertible preferred shares | |||||||||
Balance at the beginning of the period | 6,808 | ||||||||
Conversion of preferred shares to ordinary at closing of IPO | (6,808) | ||||||||
Preferred Shares | Preferred Shares Series G | |||||||||
Movement in ordinary shares and non-redeemable convertible preferred shares | |||||||||
Balance at the beginning of the period | 1,542 | ||||||||
Conversion of preferred shares to ordinary at closing of IPO | (1,542) | ||||||||
Preferred Shares | Preferred Shares Series H | |||||||||
Movement in ordinary shares and non-redeemable convertible preferred shares | |||||||||
Balance at the beginning of the period | 1,856 | ||||||||
Conversion of preferred shares to ordinary at closing of IPO | $ (1,856) |
Share capital and reserves - Ot
Share capital and reserves - Others (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2018€ / sharesshares | |
Share capital and reserves | ||||
Ordinary shares outstanding | 30,158,374,000 | 29,439,767,000 | ||
Ordinary shares nominal value per share | € / shares | € 0.08 | |||
Value of shares issued upon exercise of stock option, employee warrants and warrants classified as share based payments | $ | $ 5.7 | $ 5.6 | $ 0.8 | |
Shares issued upon exercise of stock option, employee warrants and warrants classified as share based payments | 576,901 | 882,614 | 212,775 | |
Shares issued from restricted stock unit vesting | 92,228 | |||
Shares issued from employee stock purchase plan | 49,478 |
Share capital and reserves - Sh
Share capital and reserves - Shares (Details) € / shares in Units, $ / shares in Units, € in Millions, $ in Millions | Mar. 18, 2018USD ($)$ / sharesshares | Nov. 17, 2017USD ($)$ / sharesshares | Mar. 16, 2017USD ($)$ / sharesshares | Aug. 06, 2016USD ($) | Aug. 03, 2016Vote$ / sharesshares | Dec. 31, 2018EUR (€)€ / shares | Dec. 31, 2016shares |
Shares issued | 3,916,474 | 2,750,000 | 3,783,111 | ||||
Share price | $ / shares | $ 48.60 | $ 40 | $ 28.50 | ||||
Conversion of preferred shares to ordinary at closing of IPO | 18,732,413 | ||||||
Conversion ratio | 1 | ||||||
Number of votes per ordinary share | Vote | 1 | ||||||
Offering expenses | $ | $ 0.3 | ||||||
Share premium | $ | $ 8.4 | ||||||
Restricted reserve | € | € 120,930 | ||||||
Amount withdrawn from the restricted reserve upon vesting of each share | € / shares | € 0.08 | ||||||
Preferred shares outstanding | 0 | ||||||
General and administrative | |||||||
Offering expenses | $ | $ 0.7 | $ 0.7 | |||||
IPO | |||||||
Shares issued | 5,700,000 | ||||||
Share price | $ / shares | $ 18 | ||||||
IPO | ADS | |||||||
Shares issued | 456,852 | ||||||
Over allotment | |||||||
Shares issued | 493,449 |
Share-based payment plans - Opt
Share-based payment plans - Options and warrants outstanding and weighted-average exercise prices (Details) | Jun. 18, 2016 | Jun. 01, 2016 | Jun. 30, 2016 | Dec. 31, 2018shares | Mar. 31, 2018shares | Sep. 30, 2017shares | Jun. 30, 2017shares | Mar. 31, 2017shares | Dec. 31, 2018shares | Dec. 31, 2017shares | Dec. 31, 2016shares |
Stock-based payment plans | |||||||||||
Reverse share split rate | 0.125 | 0.125 | 0.25 | ||||||||
Stock Options | |||||||||||
Stock Options | |||||||||||
Number of stock options outstanding at beginning of year (in shares) | 2,282,000 | 2,828,000 | 2,282,000 | 2,828,000 | 2,099,000 | ||||||
Granted during the year (in shares) | 2,000 | 203,000 | 977,000 | ||||||||
Exercised during the year (in shares) | (458,000) | (661,000) | (121,000) | ||||||||
Forfeited during the year (in shares) | (119,000) | (88,000) | (126,000) | ||||||||
Number of stock options outstanding at end of year (in shares) | 1,707,000 | 1,707,000 | 2,282,000 | 2,828,000 | |||||||
Employee warrants (BSPCE) | |||||||||||
Warrants | |||||||||||
Unvested balance at beginning of year (in shares) | 343,000 | 547,000 | 343,000 | 547,000 | 492,000 | ||||||
Granted during the year (in shares) | 41,000 | 130,000 | |||||||||
Exercised during the year (in shares) | (108,000) | (222,000) | (51,000) | ||||||||
Forfeited during the year (in shares) | (5,000) | (23,000) | (25,000) | ||||||||
Unvested balance at end of year (in shares) | 229,000 | 229,000 | 343,000 | 547,000 | |||||||
Warrants (BSA) | |||||||||||
Stock Options | |||||||||||
Granted during the year (in shares) | 14,816 | 38,244 | 4,790 | 22,320 | 5,058 | ||||||
Warrants | |||||||||||
Unvested balance at beginning of year (in shares) | 88,000 | 56,000 | 88,000 | 56,000 | 41,000 | ||||||
Granted during the year (in shares) | 53,000 | 32,000 | 56,000 | ||||||||
Exercised during the year (in shares) | (10,000) | (41,000) | |||||||||
Unvested balance at end of year (in shares) | 131,000 | 131,000 | 88,000 | 56,000 |
Share-based payment plans - Con
Share-based payment plans - Contractual life and Authorized shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Stock-based payment plans | ||
Number of stock options, employee warrants (BSPCE) and warrants (BSA) available for grant under the Company's share pool reserve | 1,721,294 | 1,698,735 |
Vesting period | 4 years | |
One year anniversary of grant | ||
Stock-based payment plans | ||
Vesting percentage | 25.00% | |
Quarterly after one year | ||
Stock-based payment plans | ||
Vesting percentage | 0.0625% | |
Stock Options | ||
Stock-based payment plans | ||
Vesting period | 10 years | |
Contractual life of share-based awards | 3 months |
Share-based payment plans - Sto
Share-based payment plans - Stock Options (Details) - Stock Options - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock-based payment plans | ||||
The threshold that percentage of maximum number of shares issuable upon exercise of outstanding employee stock options over the outstanding share capital | 33.33% | |||
Stock Options | ||||
Number of stock options outstanding at beginning of year (in shares) | 2,282 | 2,828 | 2,099 | |
Granted during the year (in shares) | 2 | 203 | 977 | |
Exercised during the year (in shares) | (458) | (661) | (121) | |
Forfeited during the year (in shares) | (119) | (88) | (126) | |
Number of stock options outstanding at end of year (in shares) | 1,707 | 2,282 | 2,828 | 2,099 |
Vested and expected to vest at end of period (in shares) | 1,607 | |||
Exercisable at end of period (in shares) | 1,219 | |||
WAEP per share | ||||
Balance at beginning of period (in dollars per share) | $ 12.94 | $ 9.55 | $ 6.80 | |
Granted (in dollars per share) | 34.25 | 29.41 | 15.39 | |
Exercised (in dollars per share) | 11.66 | 8.69 | 4.61 | |
Forfeited (in dollars per share) | 20.83 | 17.08 | 11.06 | |
Balance at end of period (in dollars per share) | 11.95 | $ 12.94 | $ 9.55 | $ 6.80 |
Vested and expected to vest at end of period (in dollars per share) | 11.53 | |||
Exercisable at end of period (in dollars per share) | $ 9.42 | |||
WACT and Aggregate intrinsic value | ||||
Outstanding WACT (in years) | 6 years 3 months 18 days | 7 years 2 months 12 days | 7 years 9 months 18 days | 8 years |
Vested and expected to vest at end of period (in years) | 6 years 2 months 12 days | |||
Exercisable at end of period (in years) | 5 years 9 months 18 days | |||
Outstanding Aggregate intrinsic value | $ 42,769 | $ 59,983 | $ 35,757 | $ 6,313 |
Vested and expected to vest aggregate intrinsic value | 40,880 | |||
Exercisable aggregate intrinsic value | 33,587 | |||
Total intrinsic value of stock options exercised | $ 12,400 | $ 11,900 | $ 1,900 |
Share-based payment plans - Emp
Share-based payment plans - Employee warrants (BSPCE) (Details) - Employee warrants (BSPCE) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Warrants | ||||||||
Unvested balance at beginning of year (in shares) | 343 | 547 | 492 | |||||
Granted during the year (in shares) | 41 | 130 | ||||||
Exercised during the year (in shares) | (108) | (222) | (51) | |||||
Forfeited during the year (in shares) | (5) | (23) | (25) | |||||
Unvested balance at end of year (in shares) | 229 | 343 | 547 | 492 | ||||
Vested and expected to vest at end of period (in shares) | 208 | |||||||
Exercisable at end of period (in shares) | 162 | |||||||
Weighted-average grant date fair value | ||||||||
Unvested balance at beginning of period (in dollars per share) | $ 14.41 | $ 7.99 | $ 5.60 | |||||
Granted during the period (in dollars per share) | 33.04 | 15.42 | ||||||
Exercised during the period (in dollars per share) | 9.41 | 4.75 | 2.06 | |||||
Forfeited during the period (in dollars per share) | 9.17 | 15.03 | 10.28 | |||||
Unvested balance at end of period (in dollars per share) | $ 15.49 | $ 14.41 | $ 7.99 | $ 5.60 | ||||
Vested and expected to vest at end of period (in dollars per share) | $ 15.21 | |||||||
Exercisable at end of period (in dollars per share) | $ 13.10 | |||||||
WACT (in years) | ||||||||
Outstanding WACT (in years) | 6 years 8 months 12 days | 7 years 2 months 12 days | 6 years 7 months 6 days | 6 years 7 months 6 days | ||||
Vested and expected to vest at end of period (in years) | 6 years 8 months 12 days | |||||||
Exercisable at end of period (in years) | 6 years 3 months 18 days | |||||||
Aggregate intrinsic value | ||||||||
Outstanding aggregate intrinsic value | $ 4,922 | $ 7,910 | $ 7,771 | $ 2,041 | ||||
Vested and expected to vest aggregate intrinsic value | 4,544 | |||||||
Exercisable aggregate intrinsic value | $ 3,865 | |||||||
Total intrinsic value of employee warrants (BSPCE) exercised | $ 3,900 | $ 4,500 | $ 1,200 | |||||
Number of employee warrants outstanding | 343 | 547 | 492 | 492 | 229 | 343 | 547 | 492 |
Share-based payment plans - Res
Share-based payment plans - Restricted Stock Units (RSU) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock-based payment plans | ||||||
Vesting period | 4 years | |||||
RSUs | ||||||
Weighted-average grant date fair value | ||||||
Tax benefits realized | $ 2.8 | $ 0 | ||||
Service-based RSUs | ||||||
Stock-based payment plans | ||||||
Vesting period | 4 years | |||||
Restricted Stock Units (RSU) | ||||||
Unvested balance at beginning of year (in shares) | 509,000 | 509,000 | ||||
Granted during the year (in shares) | 151,390 | 116,100 | 389,265 | 180,634 | 838,000 | 523,000 |
Vested and released during the period (in shares) | (51,000) | |||||
Forfeited during the year (in shares) | (86,000) | (14,000) | ||||
Unvested balance at end of year (in shares) | 1,210,000 | 1,210,000 | 509,000 | |||
Expected to vest at end of period (in shares) | 730,000 | 730,000 | ||||
Weighted-average grant date fair value | ||||||
Granted during the period (in dollars per share) | $ 61.95 | $ 60.86 | $ 48.81 | $ 43.25 | ||
Performance-based RSUs | ||||||
Stock-based payment plans | ||||||
Service period | 4 years | |||||
Restricted Stock Units (RSU) | ||||||
Granted during the year (in shares) | 107,330 | 354,000 | 279,000 | |||
Vested and released during the period (in shares) | (41,000) | |||||
Forfeited during the year (in shares) | (12,000) | (279,000) | ||||
Unvested balance at end of year (in shares) | 301,000 | 301,000 | ||||
Expected to vest at end of period (in shares) | 103,000 | 103,000 | ||||
Weighted-average grant date fair value | ||||||
Unvested balance at beginning of period (in dollars per share) | $ 33.10 | $ 33.10 | ||||
Granted during the period (in dollars per share) | $ 50.03 | 48 | $ 36.73 | |||
Vested and released during the period (in dollars per share) | 34.53 | |||||
Forfeited during the period (in dollars per share) | 38.46 | 34.05 | ||||
Unvested balance at end of period (in dollars per share) | $ 44.90 | 44.90 | $ 33.10 | |||
Expected to vest at end of period (in dollars per share) | $ 43.69 | $ 43.69 | ||||
One year anniversary of grant | ||||||
Stock-based payment plans | ||||||
Vesting percentage | 25.00% | |||||
One year anniversary of grant | Service-based RSUs | ||||||
Stock-based payment plans | ||||||
Vesting percentage | 25.00% |
Share-based payment plans - War
Share-based payment plans - Warrants (BSA) (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | |
Stock-based payment plans | ||||||
Vesting period | 4 years | |||||
Warrants (BSA) | ||||||
Stock-based payment plans | ||||||
Minimum percentage of subscribed price over the exercise price | 5.00% | 5.00% | ||||
Number of warrants granted | 14,816 | 38,244 | 4,790 | 22,320 | 5,058 | |
Exercise price per employee warrant | $ 61.95 | $ 48.16 | $ 38.37 | $ 30.87 | $ 22.99 | |
Grant date fair value per employee warrant | $ 21.54 | $ 16.73 | $ 13.47 | $ 11.46 | $ 9.43 | |
Vesting period | 1 year | 1 year | 1 year | 1 year | ||
Number of employee warrants exercisable | 0 | 26,684 | 4,790 | 22,320 | 5,058 | 0 |
Share-based payment plans - R_2
Share-based payment plans - Restricted Shares (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2015USD ($)shares | Dec. 31, 2018€ / sharesshares | Dec. 31, 2017€ / sharesshares | |
Stock-based payment plans | |||
Nominal price per ordinary share | € / shares | € 0.08 | € 0.08 | |
Vesting period | 4 years | ||
Repurchase the restricted shares lapsing rate for the first year | 25.00% | ||
Repurchase the restricted shares lapsing rate quarterly after first year | 0.0625% | ||
Restricted Shares | |||
Stock-based payment plans | |||
Vesting period | 4 years | ||
The period over that the Company can repurchase or cancel unvested shares as well as its right to repurchase the restricted shares from the executives will lapse | 4 years | ||
Number of restricted shares outstanding | shares | 13,785 | 41,355 | |
Ordinary shares | |||
Stock-based payment plans | |||
Number of shares issued for restricted shares | shares | 110,281 | ||
Subscription amount | $ | $ 8 | ||
Ordinary shares | Restricted Shares | |||
Stock-based payment plans | |||
Nominal price per ordinary share | € / shares | € 0.08 |
Share-based payment plans - Fai
Share-based payment plans - Fair value of stock options and warrants (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Fair value of stock options and warrants | |||
Weighted average fair value of underlying shares | $ 52.65 | $ 27.82 | $ 16.33 |
Weighted average expected volatility | 42.00% | 50.50% | 44.80% |
Weighted average risk-free interest rate | 2.63% | 1.69% | 0.82% |
Weighted average expected term | 3 years 2 months 23 days | 3 years 8 months 23 days | 3 years 11 months 23 days |
Dividend yield | 0.00% | 0.00% | 0.00% |
Share-based payment plans - E_2
Share-based payment plans - Employee stock purchase plan (Details) | 12 Months Ended |
Dec. 31, 2018USD ($)itemshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 4 years |
ADS | Employee Stock Purchase Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of ordinary shares | item | 1 |
Ordinary shares available for the sale of ESPP | shares | 571,000 |
Payroll deduction percentage | 15.00% |
Number of consecutive offering periods | item | 2 |
Vesting period | 6 months |
Fair value Of A DS To calculate Purchase Price | 85.00% |
Maximum value Of ADS that can be purchased by employee | $ | $ 25,000 |
future Employee purchase under the ESPP | $ | $ 1,900,000 |
Share-based payment plans - Com
Share-based payment plans - Compensation expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock-based payment plans | |||
Total stock-based compensation expense | $ 20,837 | $ 6,280 | $ 2,994 |
Unrecognized compensation expenses | $ 23,200 | ||
Period of recognition for unrecognized compensation expense | 1 year 9 months 18 days | ||
Cost of revenue | |||
Stock-based payment plans | |||
Total stock-based compensation expense | $ 1,432 | 315 | 74 |
Cost of revenue | Professional services | |||
Stock-based payment plans | |||
Total stock-based compensation expense | 1,024 | 207 | 84 |
Sales and marketing | |||
Stock-based payment plans | |||
Total stock-based compensation expense | 7,198 | 2,271 | 917 |
Research and development | |||
Stock-based payment plans | |||
Total stock-based compensation expense | 5,808 | 1,263 | 542 |
General and administrative | |||
Stock-based payment plans | |||
Total stock-based compensation expense | $ 5,375 | $ 2,224 | $ 1,377 |
Net loss per share (Details)
Net loss per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator (basic and diluted): | |||
Net loss | $ (40,359) | $ (31,208) | $ (24,243) |
Denominator (basic and diluted): | |||
Weighted-average ordinary shares outstanding | 29,841 | 28,966 | 14,464 |
Basic and diluted net loss per share | $ (1.35) | $ (1.08) | $ (1.68) |
Net loss per share - Antidiluti
Net loss per share - Antidilutive (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock Options | |||
Net loss per share | |||
Shares subject to outstanding ordinary share awards | 1,707 | 2,282 | 2,828 |
Employee warrants (BSPCE) | |||
Net loss per share | |||
Shares subject to outstanding ordinary share awards | 229 | 343 | 547 |
Warrants (BSA) | |||
Net loss per share | |||
Shares subject to outstanding ordinary share awards | 130 | 88 | 56 |
RSUs | |||
Net loss per share | |||
Shares subject to outstanding ordinary share awards | 1,511 | 509 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt | ||
Total | $ 884 | $ 1,195 |
Current borrowings | 208 | 1,188 |
Non-current borrowings | 676 | 7 |
Restlet | ||
Debt | ||
Total | 1,100 | |
BPI France | ||
Debt | ||
Total | 877 | 1,056 |
Other | ||
Debt | ||
Total | $ 7 | $ 139 |
Commitments and contingencies -
Commitments and contingencies - Operating lease commitments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating lease commitments | |||
Rent expenses on operating leases | $ 4,400 | $ 3,400 | $ 2,800 |
Future minimum undiscounted lease payments under operating leases | |||
2,019 | 5,286 | ||
2,020 | 5,757 | ||
2,021 | 5,591 | ||
2,022 | 5,320 | ||
2,023 | 4,014 | ||
Thereafter | 14,832 | ||
Total future minimum lease payments | $ 40,800 | ||
Minimum | |||
Operating lease commitments | |||
Term of non-cancellable operating lease (in years) | 1 year | ||
Maximum | |||
Operating lease commitments | |||
Term of non-cancellable operating lease (in years) | 9 years |
Commitments and contingencies_2
Commitments and contingencies - Capital commitments (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Commitments and contingencies | |
Capital commitments to acquire fixed or other long-lived assets | $ 0 |
Commitments and contingencies_3
Commitments and contingencies - Guarantees (Details) $ in Millions | Dec. 31, 2018USD ($) |
Commitments and contingencies | |
Contract obligations | $ 1.3 |
Related party transactions (Det
Related party transactions (Details) $ in Thousands, € in Millions | Nov. 08, 2017EUR (€) | Nov. 08, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Related party transactions | ||||
Debt carrying value | $ 884 | $ 1,195 | ||
Restlet | ||||
Related party transactions | ||||
Net debt assumed | € 1 | $ 1,188 | ||
Debt carrying value | $ 1,100 | |||
Bpifrance Financement | Restlet | ||||
Related party transactions | ||||
Net debt assumed | 1,200 | |||
Debt carrying value | $ 900 |
Subsequent event (Details)
Subsequent event (Details) $ in Millions | Feb. 14, 2019USD ($) |
Revolving credit facility | |
Subsequent event | |
Line of credit borrowing | $ 30 |