Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 19, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-37825 | ||
Entity Registrant Name | Talend S.A. | ||
Entity Incorporation, State or Country Code | I0 | ||
Entity Address, Address Line One | 5-7, rue Salomon de Rothschild | ||
Entity Address, City or Town | Suresnes | ||
Entity Address, Country | FR | ||
Entity Address, Postal Zip Code | 92150 | ||
Country Region | +33 | ||
City Area Code | (0)1 4 | ||
Local Phone Number | 6 25 06 00 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1 | ||
Entity Common Stock, Shares Outstanding | 32,244,017 | ||
Documents Incorporated by Reference | Portions of the definitive proxy statement with respect to the Registrant’s 2021 Annual Meeting of Shareholders to be filed by the Registrant with the Securities and Exchange Commission no later than 120 days after the end of the Registrant’s fiscal year ended December 31, 2020 are hereby incorporated by reference into Part III of this Form 10-K (Items 10, 11, 12, 13 and 14). | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001668105 | ||
Amendment Flag | false | ||
American Depositary Shares | |||
Document Information [Line Items] | |||
Title of 12(b) Security | American Depositary Shares, each representing oneordinary share, nominal value €0.08 per share | ||
Trading Symbol | TLND | ||
Security Exchange Name | NASDAQ | ||
Ordinary shares | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Ordinary shares, nominal value €0.08 per share* | ||
Security Exchange Name | NASDAQ | ||
No Trading Symbol Flag | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 162,855 | $ 177,075 |
Accounts receivable, net of allowance for doubtful accounts of $1,244 and $1,082, respectively | 95,967 | 82,952 |
Deferred commissions, current | 12,771 | 10,695 |
Other current assets | 11,150 | 9,832 |
Total current assets | 282,743 | 280,554 |
Non-current assets: | ||
Deferred commissions, non-current | 26,889 | 22,050 |
Operating lease right-of-use assets | 35,987 | 27,821 |
Property and equipment, net | 9,273 | 5,348 |
Goodwill | 50,294 | 49,744 |
Intangible assets, net | 9,236 | 14,018 |
Other non-current assets | 5,308 | 4,382 |
Total non-current assets | 136,987 | 123,363 |
Total assets | 419,730 | 403,917 |
Current liabilities: | ||
Accounts payable | 2,760 | 4,439 |
Accrued expenses and other current liabilities | 46,720 | 41,182 |
Deferred revenue, current | 160,215 | 142,616 |
Operating lease liabilities, current | 4,798 | 5,047 |
Current portion of long-term debt | 0 | 227 |
Total current liabilities | 214,493 | 193,511 |
Non-current liabilities: | ||
Deferred income taxes | 345 | 768 |
Other non-current liabilities | 2,197 | 1,137 |
Deferred revenue, non-current | 12,590 | 17,807 |
Operating lease liabilities, non-current | 33,251 | 24,252 |
Long-term debt | 148,129 | 130,490 |
Total non-current liabilities | 196,512 | 174,454 |
Total liabilities | 411,005 | 367,965 |
Commitments and contingencies (Note 11) | ||
STOCKHOLDERS' EQUITY | ||
Ordinary shares, par value €0.08 per share; 32,010,526 and 31,017,268 shares authorized, issued and outstanding, respectively | 3,295 | 3,205 |
Additional paid-in capital | 366,508 | 310,195 |
Accumulated other comprehensive income (loss) | (2,941) | 1,107 |
Accumulated losses | (358,137) | (278,555) |
Total stockholders’ equity | 8,725 | 35,952 |
Total liabilities and stockholders’ equity | $ 419,730 | $ 403,917 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | Dec. 31, 2020USD ($)shares | Dec. 31, 2020€ / shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2019€ / shares |
Current assets: | ||||
Allowance for doubtful accounts | $ | $ 1,244 | $ 1,082 | ||
STOCKHOLDERS' EQUITY | ||||
Common stock, par value (in euros per share) | € / shares | € 0.08 | € 0.08 | ||
Common stock, shares authorized (in shares) | 32,010,526 | 31,017,268 | ||
Common stock, shares issued (in shares) | 32,010,526 | 31,017,268 | ||
Common stock, shares outstanding (in shares) | 32,010,526 | 31,017,268 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | |||
Total revenue | $ 287,471 | $ 247,861 | $ 205,799 |
Cost of revenue | |||
Total cost of revenue | 63,148 | 60,880 | 49,494 |
Gross profit | 224,323 | 186,981 | 156,305 |
Operating expenses | |||
Sales and marketing | 160,552 | 138,015 | 113,794 |
Research and development | 69,503 | 63,017 | 42,359 |
General and administrative | 65,110 | 44,473 | 40,357 |
Total operating expenses | 295,165 | 245,505 | 196,510 |
Loss from operations | (70,842) | (58,524) | (40,205) |
Interest income (expense), net | (7,882) | (2,540) | 646 |
Other income (expense), net | (285) | (256) | 209 |
Loss before benefit (provision) for income taxes | (79,009) | (61,320) | (39,350) |
Benefit (provision) for income taxes | (573) | (149) | 323 |
Net loss | $ (79,582) | $ (61,469) | $ (39,027) |
Net loss per share attributable to ordinary shareholders: | |||
Net loss per share attributable to ordinary shareholders, basic and diluted (in dollars per share) | $ (2.52) | $ (2.01) | $ (1.31) |
Weighted-average shares outstanding used to compute net loss per share attributable to ordinary shareholders (in shares) | 31,535 | 30,563 | 29,841 |
Subscriptions | |||
Revenue | |||
Total revenue | $ 259,535 | $ 217,047 | $ 176,363 |
Cost of revenue | |||
Total cost of revenue | 38,108 | 32,256 | 23,094 |
Professional services | |||
Revenue | |||
Total revenue | 27,936 | 30,814 | 29,436 |
Cost of revenue | |||
Total cost of revenue | $ 25,040 | $ 28,624 | $ 26,400 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (79,582) | $ (61,469) | $ (39,027) |
Other comprehensive gain (loss) | |||
Foreign currency translation adjustment | (4,048) | 703 | (268) |
Total comprehensive loss | $ (83,630) | $ (60,766) | $ (39,295) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Adjustment on initial application | Ordinary shares | Additional paid-in capital | Accumulated other comprehensive income | Accumulated loss | Accumulated lossAdjustment on initial application |
Balance at the beginning of the period (in shares) at Dec. 31, 2017 | 29,439,767 | ||||||
Balance at the beginning of the period at Dec. 31, 2017 | $ (1,110) | $ 42,306 | $ 3,059 | $ 215,439 | $ 672 | $ (220,280) | $ 42,306 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss for the period | (39,027) | (39,027) | |||||
Other comprehensive (loss) gain | (268) | (268) | |||||
Restricted stock units reserve | (49) | (49) | 0 | ||||
Shares issued from restricted stock unit vesting (in shares) | 92,228 | ||||||
Shares issued from restricted stock unit vesting | 0 | $ 8 | (8) | ||||
Exercise of stock awards (in shares) | 576,901 | ||||||
Exercise of stock awards | 7,053 | $ 57 | 6,996 | ||||
Issuance of ordinary shares in connection with employee stock purchase plan (in shares) | 49,478 | ||||||
Issuance of ordinary shares in connection with employee stock purchase plan | 1,805 | $ 4 | 1,801 | ||||
Share-based compensation | 20,837 | 20,837 | |||||
Balance at the end of the period (in shares) at Dec. 31, 2018 | 30,158,374 | ||||||
Balance at the end of the period at Dec. 31, 2018 | $ 31,547 | $ (85) | $ 3,128 | 245,016 | 404 | (217,001) | $ (85) |
Increase (Decrease) in Stockholders' Equity | |||||||
Accounting standards update, extensible list | us-gaap:AccountingStandardsUpdate201602Member | ||||||
Net loss for the period | $ (61,469) | (61,469) | |||||
Other comprehensive (loss) gain | 703 | 703 | |||||
Equity component of 2024 Notes, net of issuance costs | 20,921 | 20,921 | |||||
Shares issued from restricted stock unit vesting (in shares) | 310,132 | ||||||
Shares issued from restricted stock unit vesting | 0 | $ 27 | (27) | ||||
Exercise of stock awards (in shares) | 417,385 | ||||||
Exercise of stock awards | 5,805 | $ 38 | 5,767 | ||||
Issuance of ordinary shares in connection with employee stock purchase plan (in shares) | 131,377 | ||||||
Issuance of ordinary shares in connection with employee stock purchase plan | 4,738 | $ 12 | 4,726 | ||||
Share-based compensation | 33,792 | 33,792 | |||||
Balance at the end of the period (in shares) at Dec. 31, 2019 | 31,017,268 | ||||||
Balance at the end of the period at Dec. 31, 2019 | 35,952 | $ 3,205 | 310,195 | 1,107 | (278,555) | ||
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss for the period | (79,582) | (79,582) | |||||
Other comprehensive (loss) gain | (4,048) | (4,048) | |||||
Shares issued from restricted stock unit vesting (in shares) | 527,642 | ||||||
Shares issued from restricted stock unit vesting | 0 | $ 48 | (48) | ||||
Exercise of stock awards (in shares) | 316,571 | ||||||
Exercise of stock awards | 4,162 | $ 29 | 4,133 | ||||
Issuance of ordinary shares in connection with employee stock purchase plan (in shares) | 149,045 | ||||||
Issuance of ordinary shares in connection with employee stock purchase plan | 4,648 | $ 13 | 4,635 | ||||
Share-based compensation | 47,593 | 47,593 | |||||
Balance at the end of the period (in shares) at Dec. 31, 2020 | 32,010,526 | ||||||
Balance at the end of the period at Dec. 31, 2020 | $ 8,725 | $ 3,295 | $ 366,508 | $ (2,941) | $ (358,137) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net loss for the period | $ (79,582) | $ (61,469) | $ (39,027) |
Adjustments to reconcile net loss to net cash (used in) from operating activities: | |||
Depreciation | 3,421 | 2,779 | 2,034 |
Amortization of intangible assets | 5,050 | 5,295 | 2,521 |
Amortization of debt discount and issuance costs | 5,341 | 1,534 | 0 |
Amortization of deferred commissions | 12,120 | 10,392 | 8,550 |
Non-cash operating lease cost | 6,763 | 5,856 | 0 |
Unrealized loss foreign exchange | 446 | 617 | 134 |
Interest accrued on 2024 Convertible Notes | 2,796 | 806 | 0 |
Share-based compensation | 47,593 | 33,792 | 20,837 |
Deferred income taxes | 0 | 0 | (327) |
Income tax for the period | 573 | 149 | (323) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (8,625) | (14,782) | (12,546) |
Deferred commissions | (17,802) | (16,130) | (12,931) |
Other assets | 1,552 | 1,616 | 1,895 |
Accounts payable | (1,810) | (1,286) | 1,643 |
Accrued expenses and other current liabilities | 816 | 5,758 | 9,987 |
Deferred revenue | 5,233 | 19,729 | 24,778 |
Operating lease liabilities | (6,690) | (5,941) | 0 |
Net cash (used in) provided by operating activities | (25,909) | (14,517) | 3,435 |
Cash flows from investing activities: | |||
Acquisition of property and equipment | (6,828) | (2,191) | (5,006) |
Cash consideration for business acquisition, net of cash acquired | 0 | 0 | (59,493) |
Net cash used in investing activities | (6,828) | (2,191) | (64,499) |
Cash flows from financing activities: | |||
Proceeds from issuance of convertible senior notes, net of issuance costs | 0 | 147,498 | 0 |
Proceeds from issuance of ordinary shares related to exercise of stock awards | 4,162 | 5,805 | 7,053 |
Proceeds from issuance of ordinary shares related to employee stock purchase plan | 4,648 | 4,738 | 1,805 |
Repayment of borrowings | (660) | (203) | (242) |
Net cash from financing activities | 8,150 | 157,838 | 8,616 |
Net increase (decrease) in cash and cash equivalents | (24,587) | 141,130 | (52,448) |
Cash and cash equivalents at beginning of the period | 177,075 | 34,104 | 87,388 |
Effect of exchange rate changes on cash and cash equivalents | 10,367 | 1,841 | (836) |
Cash and cash equivalents at end of the period | 162,855 | 177,075 | 34,104 |
Supplemental disclosures | |||
Cash paid for income taxes | 30 | 377 | 302 |
Cash paid for interest | $ 2,659 | $ 0 | $ 0 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of BusinessTalend S.A. (“the Company”) is a leader in data integration and data integrity. 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. The Company, organized under the laws of France in 2005, has its registered office located at 5-7, rue Salomon de Rothschild, 92150 Suresnes, France. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies 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. Basis of presentation and consolidation The consolidated financial statements as of and for the year ended December 31, 2020 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. Certain prior year financial information in the consolidated financial statements has been reclassified to conform with current year presentation. These reclassifications include (i) the amortization of deferred commissions and Deferred commissions which are now presented as separate lines in the statement of cash flows for the years ended December 31, 2019 and December 31, 2018 instead of being netted in Other assets, (ii) the non-cash component of operating lease cost which is now presented as a separate line in the statement of cash flows for the year ended December 31, 2019 instead of being netted in Operating lease liabilities, and (iii) unbilled revenue in the amount of $2.1 million between other assets and accounts receivable in the consolidated balances sheet as of December 31, 2019 with corresponding reclassifications of $1.2 million and $0.2 million between Other Assets and Accounts Receivables lines in our consolidated statements of cash flows for the years ended December 31, 2019 and 2018, respectively. These reclassifications had no impact on net loss, stockholders’ equity, operating cash flows or total cash flows as previously reported. Use of estimates 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 for on-premise subscription revenue to separate performance obligations, which requires estimates of main assumptions including useful life of intellectual property and appropriate margins), the amortization period for deferred commissions, contract period of leases, fair value of acquired intangible assets and goodwill, the determination of the effective interest rate of the liability components of our convertible senior notes, the determination of the incremental borrowing rate used for operating liabilities, valuation allowance for deferred tax assets, and share-based compensation expense (including achievement of non-market performance conditions and forfeiture rate). 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; Actual results, however, could differ significantly from these estimates. Segment reporting We operate as a single operating and reportable segment. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. Foreign 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. We determine the functional and reporting currency of each subsidiary based on the primary currency in which they operate. 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 the consolidated statements of operations. 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. Translation adjustments are reported in stockholders’ equity, as a component of accumulated other comprehensive income (loss). Exchange differences on 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 recorded in other comprehensive income until the investment's disposal or disqualification, in according to ASC 830, Foreign Currency Matters. Cash and cash equivalents Cash and cash equivalents are comprised of cash at banks, restricted cash 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. Restricted cash is related to letters of credit for facility lease arrangements. Accounts receivable, net of allowances Accounts receivable represents amounts billed to customers in accordance with contract terms for which payment has not yet been received. Accounts receivable are recorded at the invoiced amount, net of allowance for doubtful accounts. The Company estimates this allowance based on the age of invoices, historical collectability and specific individual customer activity. Amounts deemed uncollectible are recorded in the consolidated balance sheet with an offsetting decrease in related deferred revenue and a charge to general and administrative expense in the consolidated statement of operations. The movements in the allowance for doubtful accounts were as follows (in thousands): As of December 31, 2020 2019 Allowance for doubtful accounts, beginning of period $ 1,082 $ 1,882 Additions/(Reductions) (1) 875 (808) Write-offs (2) (753) (8) Effect of change in exchange rates 40 16 Allowance for doubtful accounts, end of period $ 1,244 $ 1,082 ________________________________ (1) The net decrease of $0.8 million in 2019 includes the impact of the updated estimate of the loss from uncollectible receivables resulting from observed collectability trends. (2) During fiscal year 2020, the Company wrote off previously reserved aged accounts receivable as part of the Company's annual assessment. Concentration of Credit Risk 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, 2020 and 2019, no customer represented 10% or more of the Company's gross accounts receivable. As of December 31, 2020 and 2019, no customer represented 10% or more of the Company's total revenue. Property and equipment Property and equipment are presented 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: Computer equipment and software 3 years Fixtures and fittings 3 to 5 years Leasehold improvements Shorter or lease term or useful life 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 assessment s 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 Company 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, 2020, 2019 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. Convertible notes We account for the issued 1.75% Convertible Senior Notes due September 1, 2024 (the “2024 Notes”) as separate liability and equity components in accordance with ASC 470, Debt . The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated conversion feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the convertible notes as a whole. This difference represents a debt discount that is amortized to interest expense over the term of the 2024 Notes using the effective interest rate method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. We allocated issuance costs incurred to the liability and equity components. Issuance costs attributable to the liability component are being amortized to expense over the respective term of the 2024 Notes and issuance costs attributable to the equity component were netted with the respective equity component in Additional paid-in capital. Revenue recognition The Company primarily derives revenue from contracts with customers from the sale of subscriptions and professional services engagements. The Company determines revenue recognition through the following steps: i) Identification of the contract, or contracts with a customer – The Company enters into binding agreements with its customers that identify each party’s rights regarding the services to be performed and are evidenced by order forms. The Company determines it has a contract with a customer when an order form has been fully executed and uses judgement in determining when collectability of consideration is probable. For this assessment, the Company considers the size of the transaction, the payment history, the nature of services provided and other relevant customer information. ii) Identification of the performance obligations in the contract – When a contract is identified, the Company considers the terms of its subscription and all other relevant facts, including the economic substance of these transactions. Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the performance obligation is separately identifiable from other promises in the contract and a customer can benefit from it on its own or with other resources that are readily available to the customer. The Company applies judgment to determine whether multiple promised products and services in a contract should be accounted for separately. iii) Determination of the transaction price – The transaction price is determined based on the consideration that the Company expects to be entitled in exchange for transferring products and services to the customer. The Company has determined that the order amount in the executed order forms constitutes the transaction price of the contract. Executed order forms do not include variable amounts, non-cash considerations or considerations that are paid to the customers. None of the Company’s contracts contain a significant financing component. iv) Allocation of the transaction price to the performance obligations in the contract - If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation based on a relative standalone selling price (“SSP”) basis. The Company determined SSPs of our term-based deployed licenses using the “expected cost plus a margin” approach as it maximizes the use of available observable inputs. v) Recognition of revenue when, or as, the Company satisfies a performance obligation - The Company recognizes revenue when control over performance obligations transfers to customers, in amounts that reflect the consideration the Company expects to be entitled to in exchange for those services. Subscriptions Subscription revenue consists of fees earned from arrangements to provide customers with the right to use our commercial software either in a cloud-based infrastructure that we provide or installed within the customer’s own environment through on-premise licenses. Our subscriptions include unspecified future updates, upgrades and technical product support. Premium support and access to our on-demand training portal is also available as a subscription. Subscription fees are based primarily on the number of users of our software and to a lesser extent data processing. Our subscription-based arrangements generally have a contractual term of one year to three years. We primarily sell annual contracts that are invoiced in advance for the full subscription term. We intend to continue enter to multi-year contracts with annual payment schedules. Subscription fees are generally non-refundable regardless of the actual use of the service. For the fiscal years ended December 31, 2020 and 2019, new subscription sales each had an average pre-billed duration of 1.0 years and 1.1 years, respectively. The Company 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 Company’s products and support services to end-users and the Company does not have the ability or the contractual right to establish pricing between resellers and end users. Term-based deployed licenses Subscriptions for term-based deployed licenses include both a right to use the Company’s underlying intellectual property (“IP”) and a right to receive post-contract customer support (“PCS”) during the subscription term. PCS is comprised of maintenance services (including updates and upgrades to the software on a when-and-if available basis) and support services (including technical product support such as diagnosis and resolution of implementation and customer success services such as case reviews, integration job design and operational performance metrics). The IP rights and the rights to receive PCS represent two separate performance obligations as they are not highly interdependent or interrelated and they can be transferred independently. The Company does not have observable SSP for its licenses or its PCS as they are not sold separately. The Company developed a model to estimate relative SSP for each performance obligation using a “expected cost plus a margin” approach. This model uses observable datapoints to develop the main assumptions including the estimated useful life of the IP and appropriate margins. Based on this approach, the Company allocated approximately 15% of the transaction price to the IP performance obligation and allocated approximately 85% of the transaction price to the PCS performance obligation during each of years ended December 31, 2020, 2019 and 2018. Revenue from the rights to use our IP is recognized upon delivery of the license key to the customer. Revenue from the rights to receive post-contract support is a stand-ready obligation and therefore is recognized ratably over the subscription term. Revenue through resellers follows the same revenue recognition pattern as applied for post-contract support. Cloud-based Subscriptions for our cloud-based offerings represent the right of access to our software as a service over the contract term for which revenue is recognized ratably over the term of the arrangement. Royalty-based Additionally, the Company 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 Company 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. Amounts recognized from these royalty agreements are presented with Subscription Revenue in the Consolidated Statements of Operations and have not been material to date. Professional services Professional services revenue consists of fees earned for consulting engagements related to the deployment and configuration of our product offering, training customers and associated expenses. Consulting engagements include implementation support to our customers during subscription setup and consist of time-based arrangements usually paid in advance, on delivery or at the completion of the contract. Training revenue results from contracts to provide educational services to customers and partners regarding the use of the Company’s technologies. The standalone selling price of a consulting or training service component is based on historical pricing for the component or a similar component that has been sold on a standalone basis. Revenue from professional services is recognized as services are rendered. Contracts with multiple performance obligations The Company frequently enters into transactions that contain multiple performance obligations where a subscription and consulting and training services are sold together. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Deferred commissions Deferred commissions consist of sales commissions earned by our sales force to initially obtain a contract, and upon renewal of such contracts. Sales commissions to initially obtain a contract are considered incremental and recoverable costs and are deferred and then amortized on a straight-line basis over the period of benefit determined to be five years, which includes the contractual and expected renewal periods. The Company recognizes the incremental costs to initially obtain a contract with a customer on the balance sheet if the Company expects the benefit of those costs to be longer than one year. Amortization expense is included in sales and marketing expenses in the accompanying consolidated statements of operations. Commissions paid upon renewal are substantially lower than the commissions paid to initially obtain the contract and are expensed in the period the contract is renewed. The majority of customer contracts are annual and as a result these renewals commissions are paid on an annual basis. Deferred revenue Deferred revenue predominantly consists of payments received and billings associated with 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. Amounts anticipated to be recognized within one year of the balance sheet date are recorded as deferred revenue, current; the remaining portion is recorded as deferred revenue, non-current in the consolidated balance sheets. Share-based compensation Employees, executives and board members 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 Company's best estimate of the number of equity instruments that will ultimately vest. Share-based awards are expensed based on a graded vesting method, 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. Share - based payment expense is recorded based on awards that are ultimately expected to vest, and such expense is reduced for estimated forfeitures. When estimating forfeitures, we considered voluntary termination behaviors as well as trends of the actual forfeitures of share-awards. 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. 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, 2020, 2019 and 2018, the Company made contributions of $6.0 million, $3.9 million and $3.0 million to various contribution plans, respectively. Income tax Income tax expense is comprised of 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. The estimation of future tax consequences is based on provisions of the enacted tax law; the effects of future changes in tax laws or rates are not anticipated. 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. Capitalized software costs The Company 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 Company capitalizes 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, are 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. Development costs incurred in connection with internal use software that meet the criteria for capitalization were not material for the periods presented. Research and development cost s Research and development costs are expensed as incurred and consist primarily of salaries and related expenses, including share-based compensation expense, contractor software development costs and related overhead, as well as amortization of acquired developed technology, less any research and development subsidies. Advertising costs Advertising costs are expensed as incurred and are classified as sales and marketing expense. The Company has incurred advertising expense of less than $0.1 million during the year December 31, 2020, and $0.3 million and $0.1 million during the years ended December 31, 2019 and 2018, respectively. Off-balance sheet arrangements The Company has no off-balance sheet arrangements . Recently adopted accounting standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and in November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses. ASU 2019-11 requires entities that did not adopt the amendments in ASU 2016-13 as of November 2019 to adopt ASU 2019-11, and contains the same effective dates and transition requirements as ASU 2016-13. ASU 2016-13 replaced the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. Adoption of the standard requires using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date to align existing credit loss methodology with the new standard. The Company adopted ASU 2016-13 effective January 1, 2020 and the adoption did not have a material impact on our consolidated financial statements. 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 Company adopted ASU 2017-04 effective January 1, 2020 and the adoption did not have a material impact on our consolidated financial statements. 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. ASU 2018-15 aligns the requirements for capitalizing implementation costs in a cloud computing arrangement service contract with the requirements for capitalizing implementation costs incurred for an internal-use software license. The Company adopted ASU 2018-15 effective January 1, 2020 and the adoption did not have a material impact on our consolidated financial statements. Accounting standards issued not yet adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill and allocating consolidated income taxes to separate financial statements of entities not subject to income tax. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods therein, with early adoption permitted. Upon adoption, the Company must apply certain aspects of this standard retrospectively for all periods presented while other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company does not believe the adoption of ASU 2019-12 will have a material impact on its consolidated financial statements. The Company has not early adopted this ASU for 2020. In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 simplifies the accounting for convertible instruments by removing the separation models in Subtopic 470-20 that required embedded conversion features to be separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The Company reports assets and liabilities recorded at fair value on the Company’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 are as follows: • 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 balance sheet, but which require disclosure of their fair values include: cash and cash equivalents, accounts receivable and certain other receivables, deposits, accounts payable and certain other payables and the 2024 Notes. The fair values of these financial instruments, other than the 2024 Notes, are deemed to approximate their carrying amount. The fair values of cash and cash equivalents, accounts receivable and certain other receivables, deposits, accounts payable and certain other payables are categorized as Level 1. The fair value of debt was categorized as Level 2 and was estimated based on a discounted cash flow method using a market interest rate for similar debt. As of December 31, 2020, the fair value of the 2024 Notes was $153.8 million. There were no transfers between levels of the fair value hierarchy during the years ended December 31, 2020, 2019 or 2018. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Balance Sheet Components Cash and cash equivalents Cash and cash equivalents consisted of the following (in thousands): As of December 31, 2020 2019 Cash $ 56,357 $ 120,842 Cash equivalents 106,498 56,233 Total cash and cash equivalents $ 162,855 $ 177,075 As of December 31, 2020, cash equivalents consist of money market securities, bank deposits and restricted cash. As of December 31, 2020, the total cash and cash equivalents denominated in currencies other than the U.S. Dollar amount to $116.7 million, including $89.0 million denominated in euros. As of December 31, 2020 and 2019, restricted cash was $0.5 million and $0.5 million, respectively. Other current and non-current assets Prepaid expenses and other current assets consisted of the following (in thousands): As of December 31, 2020 2019 Research tax credit $ 742 $ 581 Prepaid expenses 9,351 8,178 Other assets 1,057 1,073 Other current assets $ 11,150 $ 9,832 Other assets primarily relate to advancements from vendors and various deposits. Other non-current assets consisted of the following (in thousands): As of December 31, 2020 2019 Research tax credit $ 2,088 $ 1,848 Deposits 1,485 1,169 Other non-current assets 1,735 1,365 Other non-current assets $ 5,308 $ 4,382 Accrued expenses and other liabilities Accrued expenses and other liabilities consisted of the following (in thousands): As of December 31, 2020 2019 Accrued compensation and benefits $ 30,371 $ 24,201 VAT payable 7,889 6,238 Other taxes 885 502 Contingent liabilities 703 578 Other current liabilities 6,872 9,663 Accrued expenses and other liabilities $ 46,720 $ 41,182 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, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Property and equipment The cost and accumulated depreciation of property and equipment are as follows (in thousands): As of December 31, 2020 2019 Computer equipment and software $ 12,905 $ 8,587 Fixtures and fittings 3,496 2,312 Leasehold improvements 4,918 3,858 Property and equipment, gross 21,319 14,757 Less: accumulated depreciation (12,046) (9,409) Property and equipment, net $ 9,273 $ 5,348 Depreciation expense related to property and equipment during the years ended December 31, 2020, 2019 and 2018 was $3.4 million, $2.8 million and $2.0 million, respectively. |
Goodwill and intangible assets
Goodwill and intangible assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and intangible assets | Goodwill and intangible assets Goodwill Goodwill consisted of the following (in thousands): Year Ended December 31, 2020 2019 Goodwill, beginning of period $ 49,744 $ 49,659 Additions from acquisitions — — Measurement period adjustment — 200 Effect of change in exchange rates 550 (115) Goodwill, end of period $ 50,294 $ 49,744 Intangible assets Intangible assets as of December 31, 2020 included the following (in thousands): December 31, 2020 Gross Accumulated Net Weighted Average Customer relationships $ 5,134 $ (5,134) $ — 0 years Acquired developed technology 20,329 (11,093) 9,236 3 years Total $ 25,463 $ (16,227) $ 9,236 Intangible assets as of December 31, 2019, included the following (in thousands): December 31, 2019 Gross Accumulated Net Weighted Average Customer relationships $ 4,975 $ (3,600) $ 1,375 1 year Acquired developed technology 19,555 (6,912) 12,643 4 years Total $ 24,530 $ (10,512) $ 14,018 Amortization expense for intangible assets was $5.1 million, $5.3 million and $2.5 million for the years ended December 31, 2020, 2019 and 2018, respectively. The following table presents the estimated future amortization expense related to intangible assets as of December 31, 2020 (in thousands): Amount 2021 $ 3,778 2022 3,557 2023 1,901 Thereafter — Total amortization expense $ 9,236 |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from contract with customers Deferred revenue 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 deferred revenue in the consolidated balance sheet. Deferred revenue, including current and non-current balances, was $172.8 million and $160.4 million as of December 31, 2020 and December 31, 2019, respectively. Revenue recognized from the deferred revenue balances at the beginning of each period was $142.4 million, $116.5 million and $117.2 million for the years ended December 31, 2020, 2019 and 2018, respectively. Remaining Performance Obligations The Company’s contracts with customers include amounts allocated to performance obligations of $250.1 million that will be satisfied at a later date. As of December 31, 2020, $185.4 million of deferred revenue and backlog is expected to be recognized from remaining performance obligations over the next 12 months, and approximately $64.7 million thereafter. Revenue from remaining performance obligations for professional services contracts as of December 31, 2020 was not material. Unbilled revenue The Company may record assets for amounts related to performance obligations that are satisfied but not yet billed and/or collected. These assets, or unbilled revenue, are classified as accounts receivable, net in the consolidated balance sheet. Unbilled revenue was $2.8 million and $2.1 million as of December 31, 2020 and December 31, 2019, respectively. Deferred commissions The Company recognizes sales commissions earned by the Company’s sales force that are considered incremental and recoverable costs of obtaining a contract with a customer as deferred commissions in the consolidated balance sheet. Deferred commissions, including current and non-current balances, were $39.7 million and $32.7 million as of December 31, 2020 and December 31, 2019, respectively. Amortization expense of deferred commissions, including the impact of foreign exchange currency fluctuations, was $12.1 million, $10.2 million and $9.3 million for the years ended December 31, 2020, 2019 and 2018, respectively. There were no impairments of assets related to Company’s deferred commissions during the periods ended December 31, 2020, 2019 and 2018. Disaggregation of Revenue We sell our subscription contracts and related services in several primary geographical markets. The following table sets forth the Company's total revenue by region for the periods indicated (in thousands). The revenues by geographic region were determined based on the country where the sale took place. Year Ended December 31, 2020 2019 2018 Americas $ 131,561 $ 115,736 $ 93,777 EMEA 123,599 108,664 97,288 Asia Pacific 32,311 23,461 14,734 Total revenue $ 287,471 $ 247,861 $ 205,799 Revenues from the Company’s country of domicile, based on sales revenue recognized from customers in France, totaled $44.9 million, $36.3 million and $33.6 million for the years ended December 31, 2020, 2019 and 2018, respectively. Long-lived assets The following table sets forth our long-lived assets by geographic area, which consist of property and equipment, net and operating lease right-of-use assets (in thousands): As of December 31, 2020 2019 France $ 20,773 $ 6,186 United States 17,165 19,082 International 7,322 7,901 Total long-lived assets $ 45,260 $ 33,169 |
Geographical information
Geographical information | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Geographical information | Revenue from contract with customers Deferred revenue 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 deferred revenue in the consolidated balance sheet. Deferred revenue, including current and non-current balances, was $172.8 million and $160.4 million as of December 31, 2020 and December 31, 2019, respectively. Revenue recognized from the deferred revenue balances at the beginning of each period was $142.4 million, $116.5 million and $117.2 million for the years ended December 31, 2020, 2019 and 2018, respectively. Remaining Performance Obligations The Company’s contracts with customers include amounts allocated to performance obligations of $250.1 million that will be satisfied at a later date. As of December 31, 2020, $185.4 million of deferred revenue and backlog is expected to be recognized from remaining performance obligations over the next 12 months, and approximately $64.7 million thereafter. Revenue from remaining performance obligations for professional services contracts as of December 31, 2020 was not material. Unbilled revenue The Company may record assets for amounts related to performance obligations that are satisfied but not yet billed and/or collected. These assets, or unbilled revenue, are classified as accounts receivable, net in the consolidated balance sheet. Unbilled revenue was $2.8 million and $2.1 million as of December 31, 2020 and December 31, 2019, respectively. Deferred commissions The Company recognizes sales commissions earned by the Company’s sales force that are considered incremental and recoverable costs of obtaining a contract with a customer as deferred commissions in the consolidated balance sheet. Deferred commissions, including current and non-current balances, were $39.7 million and $32.7 million as of December 31, 2020 and December 31, 2019, respectively. Amortization expense of deferred commissions, including the impact of foreign exchange currency fluctuations, was $12.1 million, $10.2 million and $9.3 million for the years ended December 31, 2020, 2019 and 2018, respectively. There were no impairments of assets related to Company’s deferred commissions during the periods ended December 31, 2020, 2019 and 2018. Disaggregation of Revenue We sell our subscription contracts and related services in several primary geographical markets. The following table sets forth the Company's total revenue by region for the periods indicated (in thousands). The revenues by geographic region were determined based on the country where the sale took place. Year Ended December 31, 2020 2019 2018 Americas $ 131,561 $ 115,736 $ 93,777 EMEA 123,599 108,664 97,288 Asia Pacific 32,311 23,461 14,734 Total revenue $ 287,471 $ 247,861 $ 205,799 Revenues from the Company’s country of domicile, based on sales revenue recognized from customers in France, totaled $44.9 million, $36.3 million and $33.6 million for the years ended December 31, 2020, 2019 and 2018, respectively. Long-lived assets The following table sets forth our long-lived assets by geographic area, which consist of property and equipment, net and operating lease right-of-use assets (in thousands): As of December 31, 2020 2019 France $ 20,773 $ 6,186 United States 17,165 19,082 International 7,322 7,901 Total long-lived assets $ 45,260 $ 33,169 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt As part of the Restlet SAS acquisition in 2016, the Company assumed debt totaling $1.2 million related to advances for research and development projects from Bpifrance to Restlet SAS. The debt was repaid in full during the second quarter of the year ended December 31, 2020, and therefore, no amounts are outstanding as of December 31, 2020. Convertible Senior Notes due in 2024 In September 2019, the Company issued an aggregate principal amount of €125.0 million of the 2024 Notes and an additional 12% or €14.8 million, pursuant to the partial exercise of the option to purchase additional 2024 Notes granted to the initial purchasers, in a private placement, pursuant to an exemption from the registration requirements afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), to qualified institutional buyers (as defined in Rule144A promulgated under the Securities Act). The net proceeds from the issuance, after deducting initial purchaser discounts and debt issuance costs of €6.0 million, were €133.8 million. The 2024 Notes mature on September 1, 2024, unless earlier repurchased, redeemed or converted, and bear interest at a fixed rate of 1.75% per year payable semi-annually on March 1 and September 1 of each year, beginning on March 1, 2020. Each €1,000 of principal amount of the 2024 Notes will initially be convertible, subject to adjustment upon the occurrence of specified events, into 19.3234 ADSs, corresponding to 19.3234 of the Company’s ordinary shares per €1,000 principal amount of the 2024 Notes as of the date hereof, which initial conversion rate is equivalent to an initial conversion price of approximately €51.75 per ADS calculated on the basis of the closing price of the Company’s ADSs of $38.72 and an euro to U.S. dollar exchange rate of €1 to $1.1036 on the pricing date of the 2024 Notes. The conversion rate for the 2024 Notes will be subject to adjustment in some events, but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events set forth in the indenture for the 2024 Notes that occur prior to maturity or if the Company calls any 2024 Notes for redemption, the Company will increase the conversion rate of the 2024 Notes for a holder who elects to convert its 2024 Notes in connection with such a corporate event or during the related redemption period in certain circumstances under the indenture for the 2024 Notes. Holders may convert all or any portion of their 2024 Notes at their option at any time on or after 9:00 a.m. (New York City time) on the business day immediately preceding June 1, 2024 until 9:00 a.m. (New York City time) on the second business day immediately preceding the maturity date of the 2024 Notes. Further, holders may convert their 2024 Notes at their option prior to 9:00 a.m. (New York City time) on the business day immediately preceding June 1, 2024, only under the following circumstances: • During, but prior to 9:00 a.m. (New York City time) on the last business day of, any calendar quarter commencing after the calendar quarter ending on December 31, 2019 (and only during such calendar quarter), if the last reported sale price of the ADSs (converted into euros in the manner specified in the indenture for the 2024 Notes) for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2024 Notes on each applicable trading day; • During the six business day period prior to 9:00 a.m. (New York City time) on the last business day of such period after any five consecutive trading day period (the “measurement period”) in which the trading price per €1,000 principal amount of the 2024 Notes, for each trading day of the measurement period, was less than 98% of the product of the last reported sale price of our ADSs (converted into euros at 4:00 p.m. New York City time on such trading day) and the conversion rate for the 2024 Notes on each such trading day; • If the Company calls any or all of the 2024 Notes for redemption, at any time prior to 9:00 a.m. (New York City time) on the second business day immediately preceding the redemption date; and • upon the occurrence of certain specified corporate events. Upon conversion, the Company will pay or deliver, as the case may be, a cash amount in euros, ADSs or a combination of a cash amount in euros and ADSs, at the Company’s election, to the holder. If the Company satisfies its conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and ADSs, the amount of cash and ADSs, if any, due upon conversion will be based on a settlement amount equal to the sum of the daily conversion values for each of the 40 consecutive trading days during the related observation period (in the manner set forth in the indenture for the 2024 Notes). The Company may redeem for cash all, but not less than all, of the 2024 Notes at its option upon certain changes in the tax law of any relevant taxing jurisdiction at a redemption price equal to 100% of the principal amount of 2024 Notes to be redeemed, plus accrued and unpaid interest, including any additional amounts, to, but excluding, the redemption date. Other than in connection with a tax redemption, the Company may not redeem the 2024 Notes prior to September 6, 2022. The Company may redeem for cash all or any portion of the 2024 Notes, at its option, on or after September 6, 2022 if the last reported sale price of its ADSs (converted into euros in the manner specified in the indenture for the 2024 Notes) has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on and including the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2024 Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. If the Company undergoes a “fundamental change” (as defined in the indenture for the 2024 Notes) prior to the maturity date, holders may require the Company to repurchase for cash all or any portion of their 2024 Notes at a fundamental change repurchase price equal to 100% of the principal amount of the 2024 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The 2024 Notes are senior unsecured obligations and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 2024 Notes, and equal in right of payment to any of the Company’s existing and future liabilities that are not so subordinated. The 2024 Notes are effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s current or future subsidiaries . In accounting for the issuance of the 2024 Notes, the Company separated the 2024 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2024 Notes as a whole. The difference between the principal amount of the 2024 Notes and the liability component, equal to $21.7 million (the “debt discount”), was initially recorded in Additional paid-in capital. The equity component will not be remeasured as long as it continues to meet the conditions for equity classification. The debt discount is amortized to interest expense at an effective interest rate of 5.00% over the contractual term of the 2024 Notes. The interest rate was based on the interest rates of similar debt instrument that does not have an associated convertible feature and was determined with the assistance of a third party valuation specialist. The Company allocated $0.9 million of debt issuance costs to the equity component and the remaining debt issuance costs of $5.7 million are amortized to interest expense under the effective interest rate method over the contractual term of the 2024 Notes. As of December 31, 2020, none of the conditions permitting the holders of the 2024 Notes to early convert had been met. Therefore, the 2024 Notes were classified as long-term debt for such period. The net carrying amount of the 2024 Notes was as follows as of December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 December 31, 2019 Principal $ 171,599 $ 156,716 Unamortized debt discount (18,704) (21,227) Unamortized debt issuance costs (4,766) (5,443) Net carrying amount $ 148,129 $ 130,046 The net carrying amount of the equity component of the 2024 Notes was as follows as of December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 December 31, 2019 Gross amount $ 21,866 $ 21,866 Allocated debt issuance costs (945) (945) Net carrying amount $ 20,921 $ 20,921 Interest expense related to the 2024 Notes was as follows during the years ended December 31, 2020 and 2019 (in thousands): Year Ended December 31, 2020 2019 Contractual interest expense $ 2,796 $ 806 Amortization of debt discount 4,226 1,185 Amortization of issuance costs 1,115 349 Total $ 8,137 $ 2,340 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases We adopted ASC 842 on January 1, 2019, utilizing the optional modified retrospective transition method, with a cumulative-effect adjustment to equity. As a result, the Company recognized $27.1 million of operating lease assets and $27.7 million of operating lease liabilities. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the Company’s consolidated balance sheet. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU assets also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately, but the Company has made an accounting policy decision to account for the lease and non-lease components as a single lease component. The Company also made an accounting policy decision not to record ROU assets or lease liabilities for leases with terms of 12 months or less. The Company has operating leases for corporate offices, none of which have variable lease payments. Lease Cost s The components of lease expense for the years ended December 31, 2020 and 2019 were as follows (in thousands): Year Ended December 31, 2020 2019 Operating lease cost $ 6,763 $ 5,856 Balance Sheet Components The balances for our operating leases are presented within our consolidated balance sheet as follows (in thousands): As of December 31, 2020 2019 Operating lease right-of-use assets $ 35,987 $ 27,821 Operating lease liabilities $ 38,049 $ 29,299 Supplemental Information Other information related to our operating leases is as follows (dollars in thousands): Year Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities $ 6,447 $ 5,066 Right-of-use assets obtained in exchange for lease obligations $ 12,569 $ 2,749 Weighted average remaining lease term for operating leases 6.5 years 6.3 years Weighted average discount rate 4.2 % 5.4 % Maturities of Lease Liabilities Maturities of lease liabilities as of December 31, 2020 were as follows (in thousands): Amount 2021 $ 6,777 2022 7,300 2023 5,675 2024 5,568 2025 5,615 Thereafter 12,360 Total lease payments 43,295 Less imputed interest (5,246) Total $ 38,049 |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Capital commitments As of December 31, 2020, the Company had no capital commitments to acquire fixed or other long-lived assets. Legal Proceedings In the ordinary course of business, the Company may be involved in various legal proceedings and claims related to intellectual property rights, commercial disputes, employment and wage and hour laws, alleged securities laws violations or other investor claims and other matters. For example, the Company has been, and may in the future be, put on notice and sued by third parties for alleged infringement of their proprietary rights, including patent infringement. The Company evaluates these claims and lawsuits with respect to their potential merits, the Company’s potential defenses and counterclaims, and the expected effect on it of defending the claims and a potential adverse result. The Company is not presently a party to any legal proceedings that in the opinion of its management, if determined adversely to it, would have a material adverse effect on its business, financial condition or results of operations. The Company accrues estimates for resolution of legal proceedings when losses are probable and estimable. Although the results of legal proceedings and claims are unpredictable, the Company believes that there is less than a reasonable possibility that the Company will incur a material loss with respect to such legal proceedings and claims. As a result, the Company has not recorded an accrual for such contingencies as of December 31, 2020. Purchase obligations As of December 31, 2020, the Company had purchase obligations related to purchase commitments of IT-related services totaling $12.7 million. |
Equity Incentive Plans
Equity Incentive Plans | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Plans | Equity Incentive Plans In April 2017, the Company adopted the 2017 Stock Option Plan (the “2017 Plan”), primarily for the purpose of granting stock options to employees and employee warrants BSPCE (“ bons de souscription de parts de créateur d'entreprise” or “ employee warrants (BSPCE)”) to employees who are French tax residents. In August 2019, the Company adopted the 2019 Free Share Plan, primarily for the purpose of granting Restricted Stock Units (“RSUs”) to employees. In June 2019, the Company’s shareholders also delegated authority to the Company’s board of directors to grant warrants (“ bons de souscription d'actions ” or “warrants (BSA)”) to the Company’s directors and consultants. In June 2020, the Company's shareholders delegated authority to the Company's board of directors to grant stock options and RSUs to employees, and warrants (BSA) to the company's directors and consultants, superseding and replacing the previous delegations of authority to grant equity awards. Consequently, in August 2020, the Company adopted the 2020 Free Share Plan (the "Free Share Plan") and the 2020 Stock Option Plan (the "Stock Option Plan"). The Free Share Plan provides for the grant of RSUs to the Company's employees and employees of any company or group in which the Company holds, directly or indirectly, 10% of the share capital or voting rights as of the date of the grant. The Stock Option Plan provides for the grant of stock options to the Company's employees and chairman of the Company's board of directors. The Company no longer grants employee warrants (BSPCE) as the Company no longer meets the eligibility criteria for granting BSPCEs. As of December 31, 2020, there were 1,736,381 ordinary shares available for future grants of stock options, RSUs and warrants (BSA) under the Company’s share pool reserve. Stock options and warrants Most of our stock options and employee warrants (BSPCE) vest 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 and generally individuals must continue to provide services to the Company in order to vest. 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 stock options. In general, warrants (BSA) vest quarterly over a one year period. 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 a price at least equal to 5% of the volume weighted average price of the last five trading sessions on the Nasdaq Global Market preceding the date of allocation of the BSA by the board of directors. Otherwise, warrants (BSA) function in the same manner as stock options. The following table summarizes the activity and related weighted-average exercise prices (“WAEP”) and weighted-average remaining contractual term (“WACT”) of the Company’s stock options and warrants for the year ended December 31, 2020 (in thousands, except exercise price per option): Stock options outstanding BSPCE warrants outstanding BSA warrants outstanding WAEP per share WACT (in years) Aggregate intrinsic value Balance as of December 31, 2019 1,215 155 210 $ 14.61 5.1 $ 40,809 Granted 857 — 41 35.58 Exercised (273) (44) — 13.80 Forfeited (73) (3) (16) 35.30 Balance as of December 31, 2020 1,726 108 235 $ 23.97 6.1 $ 31,789 Vested and expected to vest as of December 31, 2020 1,576 107 234 $ 23.09 5.8 $ 31,247 Exercisable as of December 31, 2020 1,023 106 209 $ 17.59 4.4 $ 29,648 The total intrinsic values of stock options and warrants exercised during the period ended December 31, 2020, 2019 and 2018 was $8.2 million, $12.2 million and $22.8 million, respectively. The weighted-average grant date fair value of stock options and warrants granted during the years ended December 31, 2020, 2019 and 2018 was $14.91, $14.69 and $4.01 per share, respectively. The total grant date fair value of stock options and warrants vested during years ended December 31, 2020, 2019 and 2018 was $3.0 million, $2.6 million and $3.7 million, respectively. Restricted Stock Units (RSUs) RSUs vest upon either performance-based or service-based criteria. Performance-based RSUs are typically granted such that they vest upon the achievement of certain software subscription sales targets, during a specified performance period, subject to the satisfaction of certain time-based service criteria. 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. Service-based RSUs generally vest over a four-year period. The Company requires a two-year holding period from grant date and generally allows employees to elect between the following vesting schedules: Non-executives RSUs 1) 25% vesting on the one-year anniversary of the grant vesting commencement date and equal quarterly installments thereafter; or 2) 50% vesting on the two-year anniversary of the grant vesting commencement date and equal quarterly installments thereafter. Executive RSUs 1) 20% vesting on the one-year anniversary of the grant vesting commencement date, quarterly installments of 5% of the award for the next four quarters, and then equal quarterly installments of 7.5% of the award thereafter (or in the case of new hire awards, 25% vesting on the one-year anniversary of the grant vesting commencement date and equal quarterly installments thereafter); or 2) 40% vesting on the two-year anniversary of the grant vesting commencement date and equal quarterly installments thereafter (or in the case of new hire awards, 50% vesting on the two-year anniversary of the grant vesting commencement date and equal quarterly installments thereafter). A summary of RSU activity under all of the plans as of December 31, 2020 is presented in the following table (in thousands, except the weighted-average grant date fair value per RSU): Number of service- based RSUs Number of performance- based RSUs Weighted-average grant date fair value Balance as of December 31, 2019 1,924 384 $ 44.96 Granted 1,360 411 39.69 Vested and released (482) (45) 50.24 Forfeited (414) (270) 44.60 Balance as of December 31, 2020 2,388 480 $ 43.26 Expected to vest as of December 31, 2020 1,970 368 $ 43.61 The tax benefits realized by the Company in connection with vested and released RSUs for the years-ended December 31, 2020, 2019 and 2018 was $20.1 million, $13.2 million and $2.8 million, respectively. The weighted-average grant date fair value of RSUs granted during the years ended December 31, 2020, 2019 and 2018 was $39.69, $44.06 and $49.12 per share, respectively. The total grant date fair value of RSUs vested during years ended December 31, 2020, 2019 and 2018 was $26.5 million, $11.7 million and $3.1 million, respectively. Employee Stock Purchase Plan In the fourth quarter of 2017, the Company established the 2017 Employee Stock Purchase Plan (the “ESPP”), which was amended and restated in August 2020. In June 2020, the Company's shareholders authorized 550,000 shares for future issuance under the ESPP, which supersedes and replaces the shares previously available for issuance under ESPP. The ESPP allows the Company’s employees to purchase ADSs, with each ADS representing one ordinary share of the Company, at a discount through payroll deductions 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 is 85% of the lower of the fair value of the Company’s ADSs on the first trading day or on the last trading day of the offering period. Under applicable tax rules, an employee may purchase no more than $25,000 worth of ADSs, valued at the start of the offering period, under the ESPP in any calendar year. A total of 473,930 ADSs are available for sale under the ESPP as of December 31, 2020. As of December 31, 2020, $2.2 million has been withheld on behalf of employees for a future purchase under the ESPP and is recorded in accrued compensation benefits. As of December 31, 2020, 329,900 shares of common stock had been purchased under the ESPP. The Company selected the Black-Scholes option-pricing model as the method for determining the estimated fair value for the Company’s ESPP. Fair value of stock options, warrants and ESPP Determining the fair value of the share-based compensation 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 Company 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, 2020 2019 2018 Stock options and warrants Weighted average fair value of underlying shares $ 32.09 $ 46.97 $ 52.65 Weighted average expected volatility 50.9 % 42.4 % 42.0 % Weighted average risk-free interest rate 0.34 % 2.14 % 2.63 % Weighted average expected term (in years) 4.65 2.78 3.23 Dividend yield — % — % — % ESPP Weighted average fair value of underlying shares $ 38.00 $ 41.49 $ 50.39 Weighted average expected volatility 47.7 % 40.2 % 41.7 % Weighted average risk-free interest rate 0.82 % 2.20 % 2.06 % Weighted average expected term (in years) 0.50 0.50 0.50 Dividend yield — % — % — % Compensation expense Cost of revenue and operating expenses include employee share-based compensation expense as follows (in thousands): Year Ended December 31, 2020 2019 2018 Cost of revenue - subscriptions $ 3,516 $ 3,115 $ 1,432 Cost of revenue - professional services 1,902 2,132 1,024 Sales and marketing 14,367 10,227 7,198 Research and development 9,846 10,353 5,808 General and administrative 17,962 7,965 5,375 Total share-based compensation expense $ 47,593 $ 33,792 $ 20,837 As of December 31, 2020, the Company had $56.1 million of total unrecognized share-based compensation expense relating to unvested stock options, employee warrants (BSPCE), warrants (BSA) and RSUs, which are expected to be recognized over a weighted-average period of approximately 1.7 years. As of December 31, 2020, total unrecognized share-based compensation expense related to ESPP was $0.3 million which will be amortized over a weighted-average period of approximately 0.2 years. |
Net loss per share
Net loss per share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net loss per share | Net loss per share Basic net income (loss) per share is computed by dividing net income (loss) for the period by the weighted-average number of shares outstanding during the period. In periods of net income, diluted net income per share is computed by dividing net income for the period by the basic weighted-average number of shares plus any dilutive potential ordinary shares outstanding during the period. As the Company was in a loss position for the years ended December 31, 2020, 2019 and 2018, the diluted loss per share is equal to basic loss per share because the effects of potentially dilutive shares, which include shares from share-based awards and convertible senior notes, were anti-dilutive. During 2019, the Company issued 1.75% Convertible Senior Notes due September 1, 2024 (the “2024 Notes”) (see Note 9, Debt, for more details). Since the Company expects to settle the principal amount of the outstanding 2024 Notes in a combination of cash and shares, the Company uses the if-converted method for calculating any potential dilutive effect of the conversion spread on the diluted net income per ordinary share when the average market price of the Company’s ordinary shares, each represented by an ADS, for a given period exceeds the initial conversion price of €51.75 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, 2020 2019 2018 Numerator (basic and diluted): Net loss $ (79,582) $ (61,469) (39,027) Denominator (basic and diluted): Weighted-average ordinary shares outstanding 31,535 30,563 29,841 Basic and diluted net loss per share $ (2.52) $ (2.01) (1.31) 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, 2020 2019 2018 Stock options to purchase ordinary shares 1,726 1,215 1,707 Employee warrants (BSPCE) to purchase ordinary shares 108 155 229 Warrants (BSA) to purchase ordinary shares 235 210 130 Restricted stock units 2,868 2,308 1,511 Employee stock purchase plan 89 83 53 Convertible senior notes 2,700 2,700 — |
Income tax
Income tax | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income tax | Income tax The following table presents domestic and foreign components loss before income tax expense (in thousands): Year Ended December 31, 2020 2019 2018 France $ (34,962) $ (10,042) $ (9,502) International (44,047) (51,278) (29,848) Loss before income tax expense $ (79,009) $ (61,320) $ (39,350) The components of the (provision) benefit for income taxes were as follows (in thousands): Year Ended December 31, 2020 2019 2018 Current: France $ — $ — $ — International (877) (20) (311) Total current (877) (20) (311) Deferred: France — — — International 304 (129) 634 Total deferred 304 (129) 634 Income tax (expense) benefit $ (573) $ (149) $ 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, 2020 2019 2018 Loss before income tax expense $ (79,009) $ (61,320) $ (39,350) Expected tax benefit at France’s statutory income tax rate of 28.00% in fiscal year 2020, 31.00% in fiscal year 2019 and 33.33% in fiscal year 2018 22,123 19,009 13,116 Effect of different tax rates of subsidiaries operating in countries other than France (170) (2,067) (2,794) Non-deductible expenses (1,732) (2,443) (1,714) Effective change in tax rates 170 (692) (319) Share-based compensation 2,057 2,543 (851) Change in valuation allowance (24,349) (17,539) (7,842) Other items, net 1,328 1,040 727 Income tax (expense) benefit $ (573) $ (149) $ 323 The components of deferred tax assets (liabilities) are as follows (in thousands): Year Ended December 31, 2020 2019 Deferred tax assets: Accruals and reserves $ 1,737 $ 1,101 Net operating loss carryforwards 103,457 74,278 Share-based compensation 5,264 4,212 Other 2,663 1,718 Total deferred tax assets 113,121 81,309 Less: valuation allowance (96,467) (65,219) Net deferred tax assets 16,654 16,090 Deferred tax liability: Intangibles (1,442) (2,186) Deferred revenue (1,254) (1,012) Deferred compensation (9,728) (7,880) Convertible Note Discount (4,575) (5,780) Total deferred tax liabilities (16,999) (16,858) Total net deferred tax assets (liabilities) $ (345) $ (768) 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, 2020. Accordingly, the Company has recorded a valuation allowance on such deferred tax assets. The valuation allowance increased by $31.2 million for the year ended December 31, 2020. 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, 2020, the Company had net operating loss carryforwards for French income tax return purposes of approximately $205.8 million, which can be carried forward indefinitely. The Company had net operating loss carryforwards for U.S. federal income tax return purposes of approximately $43.1 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 $115.1 million, which can be carried forward indefinitely. The Company had net operating loss carryforwards of approximately $38.2 million and approximately $104.0 million for other 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 $34.4 million for foreign income tax return purposes, which can be carried forward indefinitely. The Company had net operating loss carryforwards of approximately $4.6 million for foreign income tax return purposes, which expire at various dates beginning in the year 2021, if not utilized. As of December 31, 2020, the Company had research and development credit carryforwards for federal income tax return purposes of approximately $2.7 million, which expire at various dates beginning in the year 2030, if not utilized. The Company had research and development credit carryforwards for state income tax return purposes of approximately $1.4 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 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, 2020, the Company had approximately $2.7 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, 2020 2019 Unrecognized tax benefits, beginning of year $ 1,856 $ 1,084 Gross increase for tax positions of prior year 77 170 Gross decrease for tax positions of prior year — — Gross increase for tax positions of current year 742 602 Settlements — — Gross unrecognized tax benefits, end of year $ 2,675 $ 1,856 If recognized, only $0.2 million of the $2.7 million of unrecognized tax benefits as of December 31, 2020 would decrease the effective tax rate in the period in which each of the benefits is recognized. The remainder $2.5 million have no impact on the effective tax rate as the entire benefit would be offset by the establishment of valuation allowance on the resulting increase in the related deferred tax asset. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2020 and 2019, penalties and interest were immaterial. The Company files income tax returns in the France jurisdictions, the U.S. federal jurisdiction as well, many U.S. states, as well as many foreign jurisdictions. The tax years 2007 to 2020 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. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactionsAs 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. The debt was repaid in fullaid during the second quarter of the year ended December 31, 2020. There are no other material related party transactions that require disclosure. |
Selected quarterly results of o
Selected quarterly results of operations (Unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected quarterly results of operations (Unaudited) | Selected quarterly results of operations (Unaudited) The following table sets forth selected unaudited quarterly results of operations data for each of the eight quarters ended December 31, 2020 (in thousands, except per share data). As disclosed in Note 19, Selected quarterly results of operations (Unaudited), of the notes to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 17, 2020 (“Note 19”), the quarterly results of operations for each of the quarters in the year ended December 31, 2019 were revised to reflect an immaterial error. The description of the reasons for the revision and the reconciliation contained in Note 19 for each of the four quarters of fiscal 2019 is incorporated herein by reference. Three Months Ended March 31, June 30, September 30, December 31, March 31, June 30, September 30, December 31, Total Revenue $ 57,666 $ 60,305 $ 62,436 $ 67,454 $ 68,119 $ 67,738 $ 72,702 $ 78,912 Gross profit $ 42,466 $ 44,546 $ 47,688 $ 52,281 $ 53,354 $ 52,532 $ 56,084 $ 62,353 Operating expenses $ 59,930 $ 62,721 $ 60,955 $ 61,899 $ 69,842 $ 72,167 $ 74,318 $ 78,838 Loss from operations $ (17,464) $ (18,175) $ (13,267) $ (9,618) $ (16,488) $ (19,635) $ (18,234) $ (16,485) Net loss for the period $ (17,745) $ (18,524) $ (13,511) $ (11,689) $ (18,142) $ (21,509) $ (20,341) $ (19,590) Net loss per share attributable to ordinary shareholders: Basic and diluted net loss per share $ (0.59) $ (0.61) $ (0.44) $ (0.38) $ (0.58) $ (0.68) $ (0.64) $ (0.61) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of presentation and consolidation | Basis of presentation and consolidation The consolidated financial statements as of and for the year ended December 31, 2020 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. Certain prior year financial information in the consolidated financial statements has been reclassified to conform with current year presentation. These reclassifications include (i) the amortization of deferred commissions and Deferred commissions which are now presented as separate lines in the statement of cash flows for the years ended December 31, 2019 and December 31, 2018 instead of being netted in Other assets, (ii) the non-cash component of operating lease cost which is now presented as a separate line in the statement of cash flows for the year ended December 31, 2019 instead of being netted in Operating lease liabilities, and (iii) unbilled revenue in the amount of $2.1 million between other assets and accounts receivable in the consolidated balances sheet as of December 31, 2019 with corresponding reclassifications of $1.2 million and $0.2 million between Other Assets and Accounts Receivables lines in our consolidated statements of cash flows for the years ended December 31, 2019 and 2018, respectively. These reclassifications had no impact on net loss, stockholders’ equity, operating cash flows or total cash flows as previously reported. |
Use of estimates | Use of estimates 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 for on-premise subscription revenue to separate performance obligations, which requires estimates of main assumptions including useful life of intellectual property and appropriate margins), the amortization period for deferred commissions, contract period of leases, fair value of acquired intangible assets and goodwill, the determination of the effective interest rate of the liability components of our convertible senior notes, the determination of the incremental borrowing rate used for operating liabilities, valuation allowance for deferred tax assets, and share-based compensation expense (including achievement of non-market performance conditions and forfeiture rate). 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; Actual results, however, could differ significantly from these estimates. |
Segment reporting | Segment reporting We operate as a single operating and reportable segment. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources. |
Foreign currency | Foreign 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. We determine the functional and reporting currency of each subsidiary based on the primary currency in which they operate. 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 the consolidated statements of operations. 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. Translation adjustments are reported in stockholders’ equity, as a component of accumulated other comprehensive income (loss). Exchange differences on 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 recorded in other comprehensive income until the investment's disposal or disqualification, in according to ASC 830, Foreign Currency Matters. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents are comprised of cash at banks, restricted cash 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. Restricted cash is related to letters of credit for facility lease arrangements. |
Accounts receivable, net of allowances | Accounts receivable, net of allowancesAccounts receivable represents amounts billed to customers in accordance with contract terms for which payment has not yet been received. Accounts receivable are recorded at the invoiced amount, net of allowance for doubtful accounts. The Company estimates this allowance based on the age of invoices, historical collectability and specific individual customer activity. Amounts deemed uncollectible are recorded in the consolidated balance sheet with an offsetting decrease in related deferred revenue and a charge to general and administrative expense in the consolidated statement of operations. |
Concentration of Credit Risk | Concentration of Credit RiskFinancial 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. |
Property and equipment | Property and equipment Property and equipment are presented 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 |
Goodwill, intangible assets and impairment assessments | Goodwill, intangible assets and impairment assessment s 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 Company 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, 2020, 2019 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. |
Convertible notes | Convertible notes We account for the issued 1.75% Convertible Senior Notes due September 1, 2024 (the “2024 Notes”) as separate liability and equity components in accordance with ASC 470, Debt . The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated conversion feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the convertible notes as a whole. This difference represents a debt discount that is amortized to interest expense over the term of the 2024 Notes using the effective interest rate method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. We allocated issuance costs incurred to the liability and equity components. Issuance costs attributable to the liability component are being amortized to expense over the respective term of the 2024 Notes and issuance costs attributable to the equity component were netted with the respective equity component in Additional paid-in capital. |
Revenue recognition | Revenue recognition The Company primarily derives revenue from contracts with customers from the sale of subscriptions and professional services engagements. The Company determines revenue recognition through the following steps: i) Identification of the contract, or contracts with a customer – The Company enters into binding agreements with its customers that identify each party’s rights regarding the services to be performed and are evidenced by order forms. The Company determines it has a contract with a customer when an order form has been fully executed and uses judgement in determining when collectability of consideration is probable. For this assessment, the Company considers the size of the transaction, the payment history, the nature of services provided and other relevant customer information. ii) Identification of the performance obligations in the contract – When a contract is identified, the Company considers the terms of its subscription and all other relevant facts, including the economic substance of these transactions. Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the performance obligation is separately identifiable from other promises in the contract and a customer can benefit from it on its own or with other resources that are readily available to the customer. The Company applies judgment to determine whether multiple promised products and services in a contract should be accounted for separately. iii) Determination of the transaction price – The transaction price is determined based on the consideration that the Company expects to be entitled in exchange for transferring products and services to the customer. The Company has determined that the order amount in the executed order forms constitutes the transaction price of the contract. Executed order forms do not include variable amounts, non-cash considerations or considerations that are paid to the customers. None of the Company’s contracts contain a significant financing component. iv) Allocation of the transaction price to the performance obligations in the contract - If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation based on a relative standalone selling price (“SSP”) basis. The Company determined SSPs of our term-based deployed licenses using the “expected cost plus a margin” approach as it maximizes the use of available observable inputs. v) Recognition of revenue when, or as, the Company satisfies a performance obligation - The Company recognizes revenue when control over performance obligations transfers to customers, in amounts that reflect the consideration the Company expects to be entitled to in exchange for those services. Subscriptions Subscription revenue consists of fees earned from arrangements to provide customers with the right to use our commercial software either in a cloud-based infrastructure that we provide or installed within the customer’s own environment through on-premise licenses. Our subscriptions include unspecified future updates, upgrades and technical product support. Premium support and access to our on-demand training portal is also available as a subscription. Subscription fees are based primarily on the number of users of our software and to a lesser extent data processing. Our subscription-based arrangements generally have a contractual term of one year to three years. We primarily sell annual contracts that are invoiced in advance for the full subscription term. We intend to continue enter to multi-year contracts with annual payment schedules. Subscription fees are generally non-refundable regardless of the actual use of the service. For the fiscal years ended December 31, 2020 and 2019, new subscription sales each had an average pre-billed duration of 1.0 years and 1.1 years, respectively. The Company 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 Company’s products and support services to end-users and the Company does not have the ability or the contractual right to establish pricing between resellers and end users. Term-based deployed licenses Subscriptions for term-based deployed licenses include both a right to use the Company’s underlying intellectual property (“IP”) and a right to receive post-contract customer support (“PCS”) during the subscription term. PCS is comprised of maintenance services (including updates and upgrades to the software on a when-and-if available basis) and support services (including technical product support such as diagnosis and resolution of implementation and customer success services such as case reviews, integration job design and operational performance metrics). The IP rights and the rights to receive PCS represent two separate performance obligations as they are not highly interdependent or interrelated and they can be transferred independently. The Company does not have observable SSP for its licenses or its PCS as they are not sold separately. The Company developed a model to estimate relative SSP for each performance obligation using a “expected cost plus a margin” approach. This model uses observable datapoints to develop the main assumptions including the estimated useful life of the IP and appropriate margins. Based on this approach, the Company allocated approximately 15% of the transaction price to the IP performance obligation and allocated approximately 85% of the transaction price to the PCS performance obligation during each of years ended December 31, 2020, 2019 and 2018. Revenue from the rights to use our IP is recognized upon delivery of the license key to the customer. Revenue from the rights to receive post-contract support is a stand-ready obligation and therefore is recognized ratably over the subscription term. Revenue through resellers follows the same revenue recognition pattern as applied for post-contract support. Cloud-based Subscriptions for our cloud-based offerings represent the right of access to our software as a service over the contract term for which revenue is recognized ratably over the term of the arrangement. Royalty-based Additionally, the Company 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 Company 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. Amounts recognized from these royalty agreements are presented with Subscription Revenue in the Consolidated Statements of Operations and have not been material to date. Professional services Professional services revenue consists of fees earned for consulting engagements related to the deployment and configuration of our product offering, training customers and associated expenses. Consulting engagements include implementation support to our customers during subscription setup and consist of time-based arrangements usually paid in advance, on delivery or at the completion of the contract. Training revenue results from contracts to provide educational services to customers and partners regarding the use of the Company’s technologies. The standalone selling price of a consulting or training service component is based on historical pricing for the component or a similar component that has been sold on a standalone basis. Revenue from professional services is recognized as services are rendered. Contracts with multiple performance obligations The Company frequently enters into transactions that contain multiple performance obligations where a subscription and consulting and training services are sold together. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Deferred commissions Deferred commissions consist of sales commissions earned by our sales force to initially obtain a contract, and upon renewal of such contracts. Sales commissions to initially obtain a contract are considered incremental and recoverable costs and are deferred and then amortized on a straight-line basis over the period of benefit determined to be five years, which includes the contractual and expected renewal periods. The Company recognizes the incremental costs to initially obtain a contract with a customer on the balance sheet if the Company expects the benefit of those costs to be longer than one year. Amortization expense is included in sales and marketing expenses in the accompanying consolidated statements of operations. Commissions paid upon renewal are substantially lower than the commissions paid to initially obtain the contract and are expensed in the period the contract is renewed. The majority of customer contracts are annual and as a result these renewals commissions are paid on an annual basis. Deferred revenue Deferred revenue predominantly consists of payments received and billings associated with 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. Amounts anticipated to be recognized within one year of the balance sheet date are recorded as deferred revenue, current; the remaining portion is recorded as deferred revenue, non-current in the consolidated balance sheets. |
Share-based compensation | Share-based compensation Employees, executives and board members 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 Company's best estimate of the number of equity instruments that will ultimately vest. Share-based awards are expensed based on a graded vesting method, 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. Share - based payment expense is recorded based on awards that are ultimately expected to vest, and such expense is reduced for estimated forfeitures. When estimating forfeitures, we considered voluntary termination behaviors as well as trends of the actual forfeitures of share-awards. 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. |
Defined contribution plan | Defined contribution planA 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. |
Income tax | Income tax Income tax expense is comprised of 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. The estimation of future tax consequences is based on provisions of the enacted tax law; the effects of future changes in tax laws or rates are not anticipated. 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. |
Capitalized software costs | Capitalized software costs The Company 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 Company capitalizes 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, are 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. Development costs incurred in connection with internal use software that meet the criteria for capitalization were not material for the periods presented. |
Research and development costs | Research and development cost s Research and development costs are expensed as incurred and consist primarily of salaries and related expenses, including share-based compensation expense, contractor software development costs and related overhead, as well as amortization of acquired developed technology, less any research and development subsidies. |
Advertising costs | Advertising costsAdvertising costs are expensed as incurred and are classified as sales and marketing expense. |
Off-balance sheet arrangements | Off-balance sheet arrangements The Company has no off-balance sheet arrangements . |
Recently adopted accounting standards and accounting standards issued not yet adopted | Recently adopted accounting standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and in November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses. ASU 2019-11 requires entities that did not adopt the amendments in ASU 2016-13 as of November 2019 to adopt ASU 2019-11, and contains the same effective dates and transition requirements as ASU 2016-13. ASU 2016-13 replaced the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. Adoption of the standard requires using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date to align existing credit loss methodology with the new standard. The Company adopted ASU 2016-13 effective January 1, 2020 and the adoption did not have a material impact on our consolidated financial statements. 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 Company adopted ASU 2017-04 effective January 1, 2020 and the adoption did not have a material impact on our consolidated financial statements. 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. ASU 2018-15 aligns the requirements for capitalizing implementation costs in a cloud computing arrangement service contract with the requirements for capitalizing implementation costs incurred for an internal-use software license. The Company adopted ASU 2018-15 effective January 1, 2020 and the adoption did not have a material impact on our consolidated financial statements. Accounting standards issued not yet adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in Topic 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill and allocating consolidated income taxes to separate financial statements of entities not subject to income tax. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods therein, with early adoption permitted. Upon adoption, the Company must apply certain aspects of this standard retrospectively for all periods presented while other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company does not believe the adoption of ASU 2019-12 will have a material impact on its consolidated financial statements. The Company has not early adopted this ASU for 2020. In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 simplifies the accounting for convertible instruments by removing the separation models in Subtopic 470-20 that required embedded conversion features to be separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. The new standard also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. ASU 2020-06 is effective for the Company beginning January 1, 2022, although early adoption is permitted for fiscal periods beginning January 1, 2021. The new standard can be adopted using either a modified or full retrospective transition method. The Company does not currently plan to early adopt this standard and is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Financing receivable, allowance for credit loss | The movements in the allowance for doubtful accounts were as follows (in thousands): As of December 31, 2020 2019 Allowance for doubtful accounts, beginning of period $ 1,082 $ 1,882 Additions/(Reductions) (1) 875 (808) Write-offs (2) (753) (8) Effect of change in exchange rates 40 16 Allowance for doubtful accounts, end of period $ 1,244 $ 1,082 ________________________________ (1) The net decrease of $0.8 million in 2019 includes the impact of the updated estimate of the loss from uncollectible receivables resulting from observed collectability trends. (2) During fiscal year 2020, the Company wrote off previously reserved aged accounts receivable as part of the Company's annual assessment. |
Schedule of property and equipment, estimated useful lives | The estimated useful lives for each asset class are as follows: Computer equipment and software 3 years Fixtures and fittings 3 to 5 years Leasehold improvements Shorter or lease term or useful life |
Schedule of estimated useful lives of intangible assets | The estimated useful lives for each intangible asset class are as follows: Customer relationships 2 years Acquired developed technology 5 years |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of cash and cash equivalents | Cash and cash equivalents consisted of the following (in thousands): As of December 31, 2020 2019 Cash $ 56,357 $ 120,842 Cash equivalents 106,498 56,233 Total cash and cash equivalents $ 162,855 $ 177,075 |
Schedule of other current assets | Prepaid expenses and other current assets consisted of the following (in thousands): As of December 31, 2020 2019 Research tax credit $ 742 $ 581 Prepaid expenses 9,351 8,178 Other assets 1,057 1,073 Other current assets $ 11,150 $ 9,832 |
Schedule of other non-current assets | Other non-current assets consisted of the following (in thousands): As of December 31, 2020 2019 Research tax credit $ 2,088 $ 1,848 Deposits 1,485 1,169 Other non-current assets 1,735 1,365 Other non-current assets $ 5,308 $ 4,382 |
Schedule of accrued expenses and other liabilities | Accrued expenses and other liabilities consisted of the following (in thousands): As of December 31, 2020 2019 Accrued compensation and benefits $ 30,371 $ 24,201 VAT payable 7,889 6,238 Other taxes 885 502 Contingent liabilities 703 578 Other current liabilities 6,872 9,663 Accrued expenses and other liabilities $ 46,720 $ 41,182 |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | The cost and accumulated depreciation of property and equipment are as follows (in thousands): As of December 31, 2020 2019 Computer equipment and software $ 12,905 $ 8,587 Fixtures and fittings 3,496 2,312 Leasehold improvements 4,918 3,858 Property and equipment, gross 21,319 14,757 Less: accumulated depreciation (12,046) (9,409) Property and equipment, net $ 9,273 $ 5,348 |
Goodwill and intangible assets
Goodwill and intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | Goodwill consisted of the following (in thousands): Year Ended December 31, 2020 2019 Goodwill, beginning of period $ 49,744 $ 49,659 Additions from acquisitions — — Measurement period adjustment — 200 Effect of change in exchange rates 550 (115) Goodwill, end of period $ 50,294 $ 49,744 |
Schedule of intangible assets | Intangible assets as of December 31, 2020 included the following (in thousands): December 31, 2020 Gross Accumulated Net Weighted Average Customer relationships $ 5,134 $ (5,134) $ — 0 years Acquired developed technology 20,329 (11,093) 9,236 3 years Total $ 25,463 $ (16,227) $ 9,236 Intangible assets as of December 31, 2019, included the following (in thousands): December 31, 2019 Gross Accumulated Net Weighted Average Customer relationships $ 4,975 $ (3,600) $ 1,375 1 year Acquired developed technology 19,555 (6,912) 12,643 4 years Total $ 24,530 $ (10,512) $ 14,018 |
Schedule of estimated future amortization expense related to intangible assets | The following table presents the estimated future amortization expense related to intangible assets as of December 31, 2020 (in thousands): Amount 2021 $ 3,778 2022 3,557 2023 1,901 Thereafter — Total amortization expense $ 9,236 |
Geographical information (Table
Geographical information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disclosure of revenues by region | The following table sets forth the Company's total revenue by region for the periods indicated (in thousands). The revenues by geographic region were determined based on the country where the sale took place. Year Ended December 31, 2020 2019 2018 Americas $ 131,561 $ 115,736 $ 93,777 EMEA 123,599 108,664 97,288 Asia Pacific 32,311 23,461 14,734 Total revenue $ 287,471 $ 247,861 $ 205,799 |
Long-lived assets by geographic area | The following table sets forth our long-lived assets by geographic area, which consist of property and equipment, net and operating lease right-of-use assets (in thousands): As of December 31, 2020 2019 France $ 20,773 $ 6,186 United States 17,165 19,082 International 7,322 7,901 Total long-lived assets $ 45,260 $ 33,169 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of carrying amount of notes and equity components of debt | The net carrying amount of the 2024 Notes was as follows as of December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 December 31, 2019 Principal $ 171,599 $ 156,716 Unamortized debt discount (18,704) (21,227) Unamortized debt issuance costs (4,766) (5,443) Net carrying amount $ 148,129 $ 130,046 The net carrying amount of the equity component of the 2024 Notes was as follows as of December 31, 2020 and December 31, 2019 (in thousands): December 31, 2020 December 31, 2019 Gross amount $ 21,866 $ 21,866 Allocated debt issuance costs (945) (945) Net carrying amount $ 20,921 $ 20,921 Interest expense related to the 2024 Notes was as follows during the years ended December 31, 2020 and 2019 (in thousands): Year Ended December 31, 2020 2019 Contractual interest expense $ 2,796 $ 806 Amortization of debt discount 4,226 1,185 Amortization of issuance costs 1,115 349 Total $ 8,137 $ 2,340 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of components of lease expense | The components of lease expense for the years ended December 31, 2020 and 2019 were as follows (in thousands): Year Ended December 31, 2020 2019 Operating lease cost $ 6,763 $ 5,856 Balance Sheet Components The balances for our operating leases are presented within our consolidated balance sheet as follows (in thousands): As of December 31, 2020 2019 Operating lease right-of-use assets $ 35,987 $ 27,821 Operating lease liabilities $ 38,049 $ 29,299 Supplemental Information Other information related to our operating leases is as follows (dollars in thousands): Year Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities $ 6,447 $ 5,066 Right-of-use assets obtained in exchange for lease obligations $ 12,569 $ 2,749 Weighted average remaining lease term for operating leases 6.5 years 6.3 years Weighted average discount rate 4.2 % 5.4 % |
Schedule of maturities of lease liabilities | Maturities of lease liabilities as of December 31, 2020 were as follows (in thousands): Amount 2021 $ 6,777 2022 7,300 2023 5,675 2024 5,568 2025 5,615 Thereafter 12,360 Total lease payments 43,295 Less imputed interest (5,246) Total $ 38,049 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of number of options and warrants outstanding and weighted-average exercise prices ("WAEP") of share options and warrants | The following table summarizes the activity and related weighted-average exercise prices (“WAEP”) and weighted-average remaining contractual term (“WACT”) of the Company’s stock options and warrants for the year ended December 31, 2020 (in thousands, except exercise price per option): Stock options outstanding BSPCE warrants outstanding BSA warrants outstanding WAEP per share WACT (in years) Aggregate intrinsic value Balance as of December 31, 2019 1,215 155 210 $ 14.61 5.1 $ 40,809 Granted 857 — 41 35.58 Exercised (273) (44) — 13.80 Forfeited (73) (3) (16) 35.30 Balance as of December 31, 2020 1,726 108 235 $ 23.97 6.1 $ 31,789 Vested and expected to vest as of December 31, 2020 1,576 107 234 $ 23.09 5.8 $ 31,247 Exercisable as of December 31, 2020 1,023 106 209 $ 17.59 4.4 $ 29,648 |
Schedule of unvested restricted stock units roll forward | A summary of RSU activity under all of the plans as of December 31, 2020 is presented in the following table (in thousands, except the weighted-average grant date fair value per RSU): Number of service- based RSUs Number of performance- based RSUs Weighted-average grant date fair value Balance as of December 31, 2019 1,924 384 $ 44.96 Granted 1,360 411 39.69 Vested and released (482) (45) 50.24 Forfeited (414) (270) 44.60 Balance as of December 31, 2020 2,388 480 $ 43.26 Expected to vest as of December 31, 2020 1,970 368 $ 43.61 |
Schedule of assumptions used to calculate fair value of share options and warrants | The Company estimated the following assumptions for the calculation of the fair value of the share options and warrants: Year Ended December 31, 2020 2019 2018 Stock options and warrants Weighted average fair value of underlying shares $ 32.09 $ 46.97 $ 52.65 Weighted average expected volatility 50.9 % 42.4 % 42.0 % Weighted average risk-free interest rate 0.34 % 2.14 % 2.63 % Weighted average expected term (in years) 4.65 2.78 3.23 Dividend yield — % — % — % ESPP Weighted average fair value of underlying shares $ 38.00 $ 41.49 $ 50.39 Weighted average expected volatility 47.7 % 40.2 % 41.7 % Weighted average risk-free interest rate 0.82 % 2.20 % 2.06 % Weighted average expected term (in years) 0.50 0.50 0.50 Dividend yield — % — % — % |
Schedule of compensation expenses by cost | Cost of revenue and operating expenses include employee share-based compensation expense as follows (in thousands): Year Ended December 31, 2020 2019 2018 Cost of revenue - subscriptions $ 3,516 $ 3,115 $ 1,432 Cost of revenue - professional services 1,902 2,132 1,024 Sales and marketing 14,367 10,227 7,198 Research and development 9,846 10,353 5,808 General and administrative 17,962 7,965 5,375 Total share-based compensation expense $ 47,593 $ 33,792 $ 20,837 |
Net loss per share (Tables)
Net loss per share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of net loss and weighted average number of shares used in the calculation of basic and diluted earnings per share | Year Ended December 31, 2020 2019 2018 Numerator (basic and diluted): Net loss $ (79,582) $ (61,469) (39,027) Denominator (basic and diluted): Weighted-average ordinary shares outstanding 31,535 30,563 29,841 Basic and diluted net loss per share $ (2.52) $ (2.01) (1.31) |
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, 2020 2019 2018 Stock options to purchase ordinary shares 1,726 1,215 1,707 Employee warrants (BSPCE) to purchase ordinary shares 108 155 229 Warrants (BSA) to purchase ordinary shares 235 210 130 Restricted stock units 2,868 2,308 1,511 Employee stock purchase plan 89 83 53 Convertible senior notes 2,700 2,700 — |
Income tax (Tables)
Income tax (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
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, 2020 2019 2018 France $ (34,962) $ (10,042) $ (9,502) International (44,047) (51,278) (29,848) Loss before income tax expense $ (79,009) $ (61,320) $ (39,350) |
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, 2020 2019 2018 Current: France $ — $ — $ — International (877) (20) (311) Total current (877) (20) (311) Deferred: France — — — International 304 (129) 634 Total deferred 304 (129) 634 Income tax (expense) benefit $ (573) $ (149) $ 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, 2020 2019 2018 Loss before income tax expense $ (79,009) $ (61,320) $ (39,350) Expected tax benefit at France’s statutory income tax rate of 28.00% in fiscal year 2020, 31.00% in fiscal year 2019 and 33.33% in fiscal year 2018 22,123 19,009 13,116 Effect of different tax rates of subsidiaries operating in countries other than France (170) (2,067) (2,794) Non-deductible expenses (1,732) (2,443) (1,714) Effective change in tax rates 170 (692) (319) Share-based compensation 2,057 2,543 (851) Change in valuation allowance (24,349) (17,539) (7,842) Other items, net 1,328 1,040 727 Income tax (expense) benefit $ (573) $ (149) $ 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, 2020 2019 Deferred tax assets: Accruals and reserves $ 1,737 $ 1,101 Net operating loss carryforwards 103,457 74,278 Share-based compensation 5,264 4,212 Other 2,663 1,718 Total deferred tax assets 113,121 81,309 Less: valuation allowance (96,467) (65,219) Net deferred tax assets 16,654 16,090 Deferred tax liability: Intangibles (1,442) (2,186) Deferred revenue (1,254) (1,012) Deferred compensation (9,728) (7,880) Convertible Note Discount (4,575) (5,780) Total deferred tax liabilities (16,999) (16,858) Total net deferred tax assets (liabilities) $ (345) $ (768) |
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, 2020 2019 Unrecognized tax benefits, beginning of year $ 1,856 $ 1,084 Gross increase for tax positions of prior year 77 170 Gross decrease for tax positions of prior year — — Gross increase for tax positions of current year 742 602 Settlements — — Gross unrecognized tax benefits, end of year $ 2,675 $ 1,856 |
Selected quarterly results of_2
Selected quarterly results of operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial information | The following table sets forth selected unaudited quarterly results of operations data for each of the eight quarters ended December 31, 2020 (in thousands, except per share data). As disclosed in Note 19, Selected quarterly results of operations (Unaudited), of the notes to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 17, 2020 (“Note 19”), the quarterly results of operations for each of the quarters in the year ended December 31, 2019 were revised to reflect an immaterial error. The description of the reasons for the revision and the reconciliation contained in Note 19 for each of the four quarters of fiscal 2019 is incorporated herein by reference. Three Months Ended March 31, June 30, September 30, December 31, March 31, June 30, September 30, December 31, Total Revenue $ 57,666 $ 60,305 $ 62,436 $ 67,454 $ 68,119 $ 67,738 $ 72,702 $ 78,912 Gross profit $ 42,466 $ 44,546 $ 47,688 $ 52,281 $ 53,354 $ 52,532 $ 56,084 $ 62,353 Operating expenses $ 59,930 $ 62,721 $ 60,955 $ 61,899 $ 69,842 $ 72,167 $ 74,318 $ 78,838 Loss from operations $ (17,464) $ (18,175) $ (13,267) $ (9,618) $ (16,488) $ (19,635) $ (18,234) $ (16,485) Net loss for the period $ (17,745) $ (18,524) $ (13,511) $ (11,689) $ (18,142) $ (21,509) $ (20,341) $ (19,590) Net loss per share attributable to ordinary shareholders: Basic and diluted net loss per share $ (0.59) $ (0.61) $ (0.44) $ (0.38) $ (0.58) $ (0.68) $ (0.64) $ (0.61) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Basis of presentation and consolidation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Organization and summary of significant accounting policies | |||
Other assets | $ (1,552) | $ (1,616) | $ (1,895) |
Accounts receivable | $ 8,625 | 14,782 | 12,546 |
Reclassification, Other | |||
Organization and summary of significant accounting policies | |||
Other assets | 1,200 | 200 | |
Accounts receivable | 1,200 | $ 200 | |
Reclassification, Other | Other Assets | |||
Organization and summary of significant accounting policies | |||
Increase (decrease) in unbilled revenue | (2,100) | ||
Reclassification, Other | Accounts receivable | |||
Organization and summary of significant accounting policies | |||
Increase (decrease) in unbilled revenue | $ 2,100 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Segment reporting (Details) | 12 Months Ended |
Dec. 31, 2020segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Allowance for doubtful accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for doubtful accounts, beginning of period | $ 1,082 | $ 1,882 |
Additions/(Reductions) | (875) | 808 |
Write-offs | (753) | (8) |
Effect of change in exchange rates | 40 | 16 |
Allowance for doubtful accounts, end of period | $ 1,244 | $ 1,082 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Property and equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Computer equipment and software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Fixtures and fittings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Fixtures and fittings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Goodwill, intangible assets and impairment assessments (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Balance sheet components | |||
Impairments of goodwill or intangible assets | $ 0 | $ 0 | $ 0 |
Customer relationships | |||
Balance sheet components | |||
Estimated useful life | 2 years | ||
Acquired developed technology | |||
Balance sheet components | |||
Estimated useful life | 5 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Convertible notes (Details) | Dec. 31, 2020 |
Accounting Policies [Abstract] | |
Interest rate on debt | 1.75% |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Subscriptions (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue recognition | |||
Minimum contractual term | 1 year | ||
Maximum contractual term | 3 years | ||
Average pre-billed duration for new subscription sales | 1 year | 1 year 1 month 6 days | |
Performance Obligation Right To Use Software | |||
Revenue recognition | |||
Performance obligation transaction price allocation, percentage | 15.00% | 15.00% | 15.00% |
Post Contract Performance Obligation | |||
Revenue recognition | |||
Performance obligation transaction price allocation, percentage | 85.00% | 85.00% | 85.00% |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Contract acquisition costs (Details) | Dec. 31, 2020 |
Accounting Policies [Abstract] | |
Amortization period | 5 years |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Defined contribution plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||
Contributions made | $ 6 | $ 3.9 | $ 3 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Advertising costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||
Advertising expense | $ 0.1 | $ 0.3 | $ 0.1 |
Fair Value Measurement - Fair V
Fair Value Measurement - Fair Value (Details) $ in Millions | Dec. 31, 2020USD ($) |
Convertible Senior Notes, 1.75 Percent Due 2024 | |
Fair value measurement | |
Fair value | $ 153.8 |
Balance Sheet Components - Cash
Balance Sheet Components - Cash and cash equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Cash and cash equivalents | ||
Cash | $ 56,357 | $ 120,842 |
Cash equivalents | 106,498 | 56,233 |
Total cash and cash equivalents | 162,855 | 177,075 |
Restricted cash | 500 | $ 500 |
U.S | ||
Cash and cash equivalents | ||
Total cash and cash equivalents | 116,700 | |
Euro | ||
Cash and cash equivalents | ||
Total cash and cash equivalents | $ 89,000 |
Balance Sheet Components - Othe
Balance Sheet Components - Other current and non-current assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Research tax credit | $ 742 | $ 581 |
Prepaid expenses | 9,351 | 8,178 |
Other assets | 1,057 | 1,073 |
Other current assets | 11,150 | 9,832 |
Research tax credit | 2,088 | 1,848 |
Deposits | 1,485 | 1,169 |
Other non-current assets | 1,735 | 1,365 |
Other non-current assets | $ 5,308 | $ 4,382 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued expenses and other liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued compensation and benefits | $ 30,371 | $ 24,201 |
VAT payable | 7,889 | 6,238 |
Other taxes | 885 | 502 |
Contingent liabilities | 703 | 578 |
Other current liabilities | 6,872 | 9,663 |
Accrued expenses and other liabilities | $ 46,720 | $ 41,182 |
Property and equipment (Details
Property and equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 21,319 | $ 14,757 | |
Less: accumulated depreciation | (12,046) | (9,409) | |
Property and equipment, net | 9,273 | 5,348 | |
Depreciation | 3,421 | 2,779 | $ 2,034 |
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 12,905 | 8,587 | |
Fixtures and fittings | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 3,496 | 2,312 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 4,918 | $ 3,858 |
Goodwill and intangible asset_2
Goodwill and intangible assets - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning of period | $ 49,744 | $ 49,659 |
Additions from acquisitions | 0 | 0 |
Measurement period adjustment | 0 | 200 |
Effect of change in exchange rates | 550 | (115) |
Goodwill, end of period | $ 50,294 | $ 49,744 |
Goodwill and intangible asset_3
Goodwill and intangible assets - Intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Balance sheet components | |||
Gross Carrying Amount | $ 25,463 | $ 24,530 | |
Accumulated Amortization | (16,227) | (10,512) | |
Net | 9,236 | 14,018 | |
Amortization of intangible assets | 5,050 | 5,295 | $ 2,521 |
Customer relationships | |||
Balance sheet components | |||
Gross Carrying Amount | 5,134 | 4,975 | |
Accumulated Amortization | (5,134) | (3,600) | |
Net | $ 0 | $ 1,375 | |
Weighted Average Remaining Useful Life | 0 years | 1 year | |
Acquired developed technology | |||
Balance sheet components | |||
Gross Carrying Amount | $ 20,329 | $ 19,555 | |
Accumulated Amortization | (11,093) | (6,912) | |
Net | $ 9,236 | $ 12,643 | |
Weighted Average Remaining Useful Life | 3 years | 4 years |
Goodwill and intangible asset_4
Goodwill and intangible assets - future amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 3,778 | |
2022 | 3,557 | |
2023 | 1,901 | |
Thereafter | 0 | |
Net | $ 9,236 | $ 14,018 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |||
Deferred revenue | $ 172,800,000 | $ 160,400,000 | |
Deferred revenue recognized | 142,400,000 | 116,500,000 | $ 117,200,000 |
Unbilled revenue | 2,800,000 | 2,100,000 | |
Contract acquisition costs | 39,700,000 | 32,700,000 | |
Amortization expense of deferred commissions, including foreign exchange currency fluctuations | 12,100,000 | 10,200,000 | 9,300,000 |
Impairment of assets related to contract acquisition cost | $ 0 | $ 0 | $ 0 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Remaining Performance Obligations (Details) $ in Millions | Dec. 31, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 250.1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 185.4 |
Remaining performance obligations period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 64.7 |
Remaining performance obligations period |
Geographical information - Disa
Geographical information - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 287,471 | $ 247,861 | $ 205,799 |
Americas | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 131,561 | 115,736 | 93,777 |
EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 123,599 | 108,664 | 97,288 |
Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 32,311 | 23,461 | 14,734 |
FRANCE | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 44,900 | $ 36,300 | $ 33,600 |
Geographical information - Long
Geographical information - Long-Lived Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Disaggregation of Revenue [Line Items] | ||
Total long-lived assets | $ 45,260 | $ 33,169 |
FRANCE | ||
Disaggregation of Revenue [Line Items] | ||
Total long-lived assets | 20,773 | 6,186 |
UNITED STATES | ||
Disaggregation of Revenue [Line Items] | ||
Total long-lived assets | 17,165 | 19,082 |
International | ||
Disaggregation of Revenue [Line Items] | ||
Total long-lived assets | $ 7,322 | $ 7,901 |
Debt - Additional Information (
Debt - Additional Information (Details) - Bpifrance Financing - Restlet - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2016 | |
Debt | ||
Net debt assumed | $ 1.2 | |
Repayments of assumed debt | $ 1.2 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes due in 2024 (Details) € / shares in Units, $ / shares in Units, $ in Thousands | 1 Months Ended | ||||||
Sep. 30, 2019EUR (€)daysegment€ / shares | Sep. 30, 2019USD ($)daysegment | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2019€ / shares | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($)$ / shares | |
Debt Instrument [Line Items] | |||||||
Interest rate on debt | 1.75% | ||||||
Consecutive trading days | 40 | 40 | |||||
Convertible Senior Notes, 1.75 Percent Due 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount of notes issued | € | € 125,000,000 | ||||||
Additional debt issued, percentage | 12.00% | 12.00% | |||||
Additional debt issued | € | € 14,800,000 | ||||||
Debt issuance costs | € | 6,000,000 | ||||||
Net proceed received | € | € 133,800,000 | ||||||
Interest rate on debt | 1.75% | 1.75% | 1.75% | ||||
Frequency of payment | semi-annually | semi-annually | |||||
Initial conversion price (in dollars per share) | € / shares | € 51.75 | € 51.75 | |||||
Closing price (in dollars per share) | $ / shares | $ 38.72 | ||||||
Exchange rate | 1.1036 | 1.1036 | |||||
Number of trading days | 20 | 20 | |||||
Consecutive trading days | 30 | 30 | |||||
Percentage of stock conversion price | 130.00% | 130.00% | |||||
Number of business days immediately after any five consecutive trading day period during the measurement period | 6 | 6 | |||||
Number of consecutive trading days before six business days during the measurement period | 5 | 5 | |||||
Percentage of the trading price to the product of the sale price of the ADSs and the conversion price | 98.00% | 98.00% | |||||
Percentage of redemption price | 100.00% | 100.00% | |||||
Net carrying amount | $ | $ 20,921 | $ 20,921 | $ 21,700 | ||||
Debt instrument, interest rate, effective percentage | 5.00% | 5.00% | |||||
Equity portion of issuance cost | $ | $ 900 | ||||||
Debt issuance costs amortized to interest expense | $ | $ 5,700 | ||||||
Convertible Senior Notes, 1.75 Percent Due 2024 | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Number of trading days | 20 | 20 | |||||
Consecutive trading days | segment | 30 | 30 | |||||
Percentage of stock conversion price | 130.00% | 130.00% |
Debt - Net Carrying Amount of 2
Debt - Net Carrying Amount of 2024 Notes (Details) - Convertible Senior Notes, 1.75 Percent Due 2024 - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Principal | $ 171,599 | $ 156,716 |
Unamortized debt discount | (18,704) | (21,227) |
Unamortized debt issuance costs | (4,766) | (5,443) |
Net carrying amount | $ 148,129 | $ 130,046 |
Debt - Net Carrying Amount of E
Debt - Net Carrying Amount of Equity Component of 2024 Notes (Details) - Convertible Senior Notes, 1.75 Percent Due 2024 - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Debt Instrument [Line Items] | |||
Gross amount | $ 21,866 | $ 21,866 | |
Allocated debt issuance costs | (945) | (945) | |
Net carrying amount | $ 20,921 | $ 20,921 | $ 21,700 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - Convertible Senior Notes, 1.75 Percent Due 2024 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Contractual interest expense | $ 2,796 | $ 806 |
Amortization of debt discount | 4,226 | 1,185 |
Amortization of issuance costs | 1,115 | 349 |
Total | $ 8,137 | $ 2,340 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Lessee, Lease, Description [Line Items] | |||
Right-of-use asset | $ 35,987 | $ 27,821 | |
Operating lease liabilities | $ 38,049 | $ 29,299 | |
ASU 2016-02 | |||
Lessee, Lease, Description [Line Items] | |||
Right-of-use asset | $ 27,100 | ||
Operating lease liabilities | $ 27,700 |
Leases - Components of lease ex
Leases - Components of lease expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lease Expense | ||
Operating lease cost | $ 6,763 | $ 5,856 |
Operating lease right-of-use assets | 35,987 | 27,821 |
Operating lease liabilities | 38,049 | 29,299 |
Cash paid for amounts included in the measurement of lease liabilities | 6,447 | 5,066 |
Right-of-use assets obtained in exchange for lease obligations | $ 12,569 | $ 2,749 |
Weighted average remaining lease term for operating leases | 6 years 6 months | 6 years 3 months 18 days |
Weighted average discount rate | 4.20% | 5.40% |
Leases - Maturities of lease li
Leases - Maturities of lease liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Maturities of lease liabilities | ||
2021 | $ 6,777 | |
2022 | 7,300 | |
2023 | 5,675 | |
2024 | 5,568 | |
2025 | 5,615 | |
Thereafter | 12,360 | |
Total lease payments | 43,295 | |
Less imputed interest | (5,246) | |
Total | $ 38,049 | $ 29,299 |
Commitments and contingencies -
Commitments and contingencies - Capital commitments (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Capital commitments to acquire fixed or other long-lived assets | $ 0 |
Purchase obligations related to IT | $ 12,700,000 |
Equity Incentive Plans - Contra
Equity Incentive Plans - Contractual life and authorized shares (Details) | 1 Months Ended | 12 Months Ended |
Aug. 31, 2020 | Dec. 31, 2020tradingSessionshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized for future issuance (in shares) | shares | 1,736,381 | |
Vesting period | 4 years | |
One year anniversary of grant | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Vesting percentage | 25.00% | |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
Stock options outstanding | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Contractual life of share-based awards | 10 years | |
BSA warrants outstanding | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Percentage of volume weighted average price | 5.00% | |
Number of trading sessions | tradingSession | 5 | |
Free Share Plan | RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percent of the share capital or voting rights | 10.00% |
Equity Incentive Plans - Stock
Equity Incentive Plans - Stock options and warrants (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
WAEP per share | |||
Balance at beginning of period (in dollars per share) | $ 14.61 | ||
Granted (in dollars per share) | 35.58 | ||
Exercised (in dollars per share) | 13.80 | ||
Forfeited (in dollars per share) | 35.30 | ||
Balance at end of period (in dollars per share) | 23.97 | $ 14.61 | |
Vested and expected to vest at end of period (in dollars per share) | 23.09 | ||
Exercisable at end of period (in dollars per share) | $ 17.59 | ||
WACT and Aggregate intrinsic value | |||
Outstanding WACT (in years) | 6 years 1 month 6 days | 5 years 1 month 6 days | |
Vested and expected to vest at end of period (in years) | 5 years 9 months 18 days | ||
Exercisable at end of period (in years) | 4 years 4 months 24 days | ||
Outstanding Aggregate intrinsic value | $ 31,789 | $ 40,809 | |
Vested and expected to vest aggregate intrinsic value | 31,247 | ||
Exercisable aggregate intrinsic value | 29,648 | ||
Total intrinsic value of stock options exercised | $ 8,200 | $ 12,200 | $ 22,800 |
Stock options outstanding | |||
Stock options outstanding | |||
Number of stock options outstanding at beginning of period (in shares) | 1,215 | ||
Granted (in shares) | 857 | ||
Exercised (in shares) | (273) | ||
Forfeited (in shares) | (73) | ||
Number of stock options outstanding at end of period (in shares) | 1,726 | 1,215 | |
Vested and expected to vest at end of period (in shares) | 1,576 | ||
Exercisable at end of period (in shares) | 1,023 | ||
WACT and Aggregate intrinsic value | |||
Weighted-average grant date fair value of options granted (in dollars per share) | $ 14.91 | $ 14.69 | $ 4.01 |
Grant date fair value of options vested | $ 3,000 | $ 2,600 | $ 3,700 |
BSPCE warrants outstanding | |||
Unvested Warrants | |||
Unvested balance at beginning of period (in shares) | 155 | ||
Granted (in shares) | 0 | ||
Exercised (in shares) | (44) | ||
Forfeited (in shares) | (3) | ||
Unvested balance at end of period (in shares) | 108 | 155 | |
Vested and expected to vest at end of period (in shares) | 107 | ||
Exercisable at end of period (in shares) | 106 | ||
BSA warrants outstanding | |||
Unvested Warrants | |||
Unvested balance at beginning of period (in shares) | 210 | ||
Granted (in shares) | 41 | ||
Exercised (in shares) | 0 | ||
Forfeited (in shares) | (16) | ||
Unvested balance at end of period (in shares) | 235 | 210 | |
Vested and expected to vest at end of period (in shares) | 234 | ||
Exercisable at end of period (in shares) | 209 |
Equity Incentive Plans - Restri
Equity Incentive Plans - Restricted stock units (RSU) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Service Based Restricted Stock Unit | |||
Restricted Stock Units (RSU) | |||
Unvested balance at beginning of period (in shares) | 1,924 | ||
Granted (in shares) | 1,360 | ||
Vested and released during the period (in shares) | (482) | ||
Forfeited (in shares) | (414) | ||
Unvested balance at end of period (in shares) | 2,388 | 1,924 | |
Expected to vest at end of period (in shares) | 1,970 | ||
Service Based Restricted Stock Unit | Executive | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage, option one | 20.00% | ||
Vesting period, option one | 1 year | ||
Performance Based Restricted Stock Unit | |||
Restricted Stock Units (RSU) | |||
Unvested balance at beginning of period (in shares) | 384 | ||
Granted (in shares) | 411 | ||
Vested and released during the period (in shares) | (45) | ||
Forfeited (in shares) | (270) | ||
Unvested balance at end of period (in shares) | 480 | 384 | |
Expected to vest at end of period (in shares) | 368 | ||
Weighted-average grant date fair value | |||
Unvested balance at beginning of period (in dollars per share) | $ 44.96 | ||
Granted during the period (in dollars per share) | 39.69 | ||
Vested and released during the period (in dollars per share) | 50.24 | ||
Forfeited during the period (in dollars per share) | 44.60 | ||
Unvested balance at end of period (in dollars per share) | 43.26 | $ 44.96 | |
Expected to vest at end of period (in dollars per share) | 43.61 | ||
Weighted-average grant date fair value during the period (in dollars per share) | $ 39.69 | ||
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Holding period | 2 years | ||
Weighted-average grant date fair value | |||
Granted during the period (in dollars per share) | $ 39.69 | $ 44.06 | $ 49.12 |
Tax benefits realized | $ 20.1 | $ 13.2 | $ 2.8 |
Weighted-average grant date fair value during the period (in dollars per share) | $ 39.69 | $ 44.06 | $ 49.12 |
Grant date fair value of RSUs vested during the period | $ 26.5 | $ 11.7 | $ 3.1 |
One year anniversary of grant | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
One year anniversary of grant | Service Based Restricted Stock Unit | Non-Executive | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage, option one | 25.00% | ||
Vesting period, option one | 1 year | ||
Vesting percentage, option two | 50.00% | ||
Vesting period, option two | 2 years | ||
One year anniversary of grant | Service Based Restricted Stock Unit | Executive | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage, option one | 5.00% | ||
Vesting percentage, option two | 40.00% | ||
Vesting period, option two | 2 years | ||
One year anniversary of grant | New Hire RSUs | Executive | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage, option one | 25.00% | ||
Vesting period, option one | 1 year | ||
Vesting percentage, option two | 50.00% | ||
Vesting period, option two | 2 years | ||
Installment two | Service Based Restricted Stock Unit | Non-Executive | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage, option one | 25.00% | ||
Vesting period, option one | 1 year | ||
Vesting percentage, option two | 50.00% | ||
Vesting period, option two | 2 years | ||
Installment two | Service Based Restricted Stock Unit | Executive | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage, option one | 5.00% | ||
Installment two | New Hire RSUs | Executive | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage, option one | 25.00% | ||
Vesting period, option one | 1 year | ||
Installment three | Service Based Restricted Stock Unit | Non-Executive | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage, option one | 25.00% | ||
Vesting period, option one | 1 year | ||
Installment three | Service Based Restricted Stock Unit | Executive | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage, option one | 5.00% | ||
Installment three | New Hire RSUs | Executive | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage, option one | 25.00% | ||
Vesting period, option one | 1 year | ||
Installment four | Service Based Restricted Stock Unit | Non-Executive | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage, option one | 25.00% | ||
Vesting period, option one | 1 year | ||
Installment four | Service Based Restricted Stock Unit | Executive | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage, option one | 5.00% | ||
Installment four | New Hire RSUs | Executive | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage, option one | 25.00% | ||
Vesting period, option one | 1 year | ||
Installment five | Service Based Restricted Stock Unit | Executive | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage, option one | 7.50% | ||
Installment six | Service Based Restricted Stock Unit | Executive | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage, option one | 7.50% | ||
Installment seven | Service Based Restricted Stock Unit | Executive | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage, option one | 7.50% | ||
Installment eight | Service Based Restricted Stock Unit | Executive | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage, option one | 7.50% |
Equity Incentive Plans - Employ
Equity Incentive Plans - Employee stock purchase plan (Details) | 12 Months Ended | |
Dec. 31, 2020USD ($)tradingSessionshares | Jun. 30, 2020shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized for future issuance (in shares) | 1,736,381 | |
Vesting period | 4 years | |
Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized for future issuance (in shares) | 550,000 | |
American Depositary Shares | Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of ordinary shares | tradingSession | 1 | |
Payroll deduction percentage | 15.00% | |
Number of consecutive offering periods | tradingSession | 2 | |
Vesting period | 6 months | |
Fair value Of ADSs To calculate Purchase Price | 85.00% | |
Maximum value Of ADSs that can be purchased by employee | $ | $ 25,000 | |
Ordinary shares available for the sale of ESPP | 473,930 | |
Future Employee purchase under the ESPP | $ | $ 2,200,000 | |
Number of shares of common stock purchased under the ESPP | 329,900 |
Equity Incentive Plans - Fair v
Equity Incentive Plans - Fair value of stock options and warrants (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair value of stock options and warrants | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Employee Stock Purchase Plan | |||
Fair value of stock options and warrants | |||
Weighted average fair value of underlying shares | $ 38 | $ 41.49 | $ 50.39 |
Weighted average expected volatility | 47.70% | 40.20% | 41.70% |
Weighted average risk-free interest rate | 0.82% | 2.20% | 2.06% |
Weighted average expected term (in years) | 6 months | 6 months | 6 months |
Stock options and warrants | |||
Fair value of stock options and warrants | |||
Weighted average fair value of underlying shares | $ 32.09 | $ 46.97 | $ 52.65 |
Weighted average expected volatility | 50.90% | 42.40% | 42.00% |
Weighted average risk-free interest rate | 0.34% | 2.14% | 2.63% |
Weighted average expected term (in years) | 4 years 7 months 24 days | 2 years 9 months 10 days | 3 years 2 months 23 days |
Dividend yield | 0.00% | 0.00% | 0.00% |
Equity Incentive Plans - Compen
Equity Incentive Plans - Compensation expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 47,593 | $ 33,792 | $ 20,837 |
Unrecognized compensation expenses | $ 56,100 | ||
Period of recognition for unrecognized compensation expense | 1 year 8 months 12 days | ||
Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation expenses | $ 300 | ||
Period of amortization | 2 months 12 days | ||
Cost of revenue | Subscriptions | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 3,516 | 3,115 | 1,432 |
Cost of revenue | Professional services | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 1,902 | 2,132 | 1,024 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 14,367 | 10,227 | 7,198 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | 9,846 | 10,353 | 5,808 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 17,962 | $ 7,965 | $ 5,375 |
Net loss per share - Schedule (
Net loss per share - Schedule (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2019€ / shares | Sep. 30, 2019€ / shares | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Interest rate on debt | 1.75% | ||||
Numerator (basic and diluted): | |||||
Net loss | $ | $ (79,582) | $ (61,469) | $ (39,027) | ||
Denominator (basic and diluted): | |||||
Weighted-average shares outstanding (in shares) | shares | 31,535 | 30,563 | 29,841 | ||
Basic and diluted net loss per share (in dollars per share) | $ / shares | $ (2.52) | $ (2.01) | $ (1.31) | ||
Convertible Senior Notes, 1.75 Percent Due 2024 | |||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||
Interest rate on debt | 1.75% | 1.75% | |||
Initial conversion price (in dollars per share) | € / shares | € 51.75 | € 51.75 |
Net loss per share - Antidiluti
Net loss per share - Antidilutive (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock options to purchase ordinary shares | |||
Net loss per share | |||
Shares subject to outstanding ordinary share awards (in shares) | 1,726 | 1,215 | 1,707 |
Employee warrants (BSPCE) to purchase ordinary shares | |||
Net loss per share | |||
Shares subject to outstanding ordinary share awards (in shares) | 108 | 155 | 229 |
Warrants (BSA) to purchase ordinary shares | |||
Net loss per share | |||
Shares subject to outstanding ordinary share awards (in shares) | 235 | 210 | 130 |
Restricted stock units | |||
Net loss per share | |||
Shares subject to outstanding ordinary share awards (in shares) | 2,868 | 2,308 | 1,511 |
Employee stock purchase plan | |||
Net loss per share | |||
Shares subject to outstanding ordinary share awards (in shares) | 89 | 83 | 53 |
Convertible senior notes | |||
Net loss per share | |||
Shares subject to outstanding ordinary share awards (in shares) | 2,700 | 2,700 | 0 |
Income tax - Loss before income
Income tax - Loss before income tax expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Loss before income tax expense | |||
France | $ (34,962) | $ (10,042) | $ (9,502) |
International | (44,047) | (51,278) | (29,848) |
Loss before benefit (provision) for income taxes | $ (79,009) | $ (61,320) | $ (39,350) |
Income tax - (Provision) benefi
Income tax - (Provision) benefit for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||
France | $ 0 | $ 0 | $ 0 |
International | (877) | (20) | (311) |
Total current | (877) | (20) | (311) |
Deferred: | |||
France | 0 | 0 | 0 |
International | 304 | (129) | 634 |
Total deferred | 304 | (129) | 634 |
Income tax (expense) benefit | $ (573) | $ (149) | $ 323 |
Income tax - Reconciliation of
Income tax - Reconciliation of the income tax expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of income tax expense | |||
Loss before income tax expense | $ (79,009) | $ (61,320) | $ (39,350) |
Expected tax benefit at France’s statutory income tax rate of 28.00% in fiscal year 2020, 31.00% in fiscal year 2019 and 33.33% in fiscal year 2018 | 22,123 | 19,009 | 13,116 |
Effect of different tax rates of subsidiaries operating in countries other than France | (170) | (2,067) | (2,794) |
Non-deductible expenses | (1,732) | (2,443) | (1,714) |
Effective change in tax rates | 170 | (692) | (319) |
Share-based compensation | 2,057 | 2,543 | (851) |
Change in valuation allowance | (24,349) | (17,539) | (7,842) |
Other items, net | 1,328 | 1,040 | 727 |
Income tax (expense) benefit | $ (573) | $ (149) | $ 323 |
Statutory income tax rate (as a percent) | 28.00% | 31.00% | 33.33% |
Income tax - Deferred tax asset
Income tax - Deferred tax assets (liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Accruals and reserves | $ 1,737 | $ 1,101 |
Net operating loss carryforwards | 103,457 | 74,278 |
Share-based compensation | 5,264 | 4,212 |
Other | 2,663 | 1,718 |
Total deferred tax assets | 113,121 | 81,309 |
Less: valuation allowance | (96,467) | (65,219) |
Net deferred tax assets | 16,654 | 16,090 |
Deferred tax liability: | ||
Intangibles | (1,442) | (2,186) |
Deferred revenue | (1,254) | (1,012) |
Deferred compensation | (9,728) | (7,880) |
Convertible Note Discount | (4,575) | (5,780) |
Total deferred tax liabilities | (16,999) | (16,858) |
Total net deferred tax assets (liabilities) | $ (345) | $ (768) |
Income tax - Valuation allowanc
Income tax - Valuation allowance (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Decrease in valuation allowance | $ 31.2 |
Income tax - NOL carryforwards
Income tax - NOL carryforwards (Details) $ in Millions | Dec. 31, 2020USD ($) |
Income tax | |
Net operating loss carryforwards | $ 205.8 |
Foreign tax authority | |
Income tax | |
Net operating loss carryforwards, subject to expiration | 4.6 |
Net operating loss carryforwards, not subject to expiration | 34.4 |
Domestic tax authority | Internal revenue service (IRS) | |
Income tax | |
Net operating loss carryforwards, subject to expiration | 43.1 |
Net operating loss carryforwards, not subject to expiration | 115.1 |
Domestic tax authority | California | |
Income tax | |
Net operating loss carryforwards, subject to expiration | 38.2 |
Domestic tax authority | Other U.S. | |
Income tax | |
Net operating loss carryforwards, subject to expiration | $ 104 |
Income tax - Tax credit carryfo
Income tax - Tax credit carryforwards (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Income tax | |||
Unrecognized tax benefits | $ 2,675 | $ 1,856 | $ 1,084 |
Effective tax rate | 200 | ||
Remainder effective tax rate | 2,500 | ||
Research and development | Domestic tax authority | |||
Income tax | |||
Tax credit carryforward | 2,700 | ||
Research and development | State | |||
Income tax | |||
Tax credit carryforward | $ 1,400 |
Income tax - Unrecognized tax b
Income tax - Unrecognized tax benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Unrecognized tax benefit | ||
Unrecognized tax benefits, beginning of year | $ 1,856 | $ 1,084 |
Gross increase for tax positions of prior year | 77 | 170 |
Gross decrease for tax positions of prior year | 0 | 0 |
Gross increase for tax positions of current year | 742 | 602 |
Settlements | 0 | 0 |
Gross unrecognized tax benefits, end of year | $ 2,675 | $ 1,856 |
Related party transactions (Det
Related party transactions (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Bpifrance Financing | Restlet | |
Related party transactions | |
Net debt assumed | $ 1.2 |
Selected quarterly results of_3
Selected quarterly results of operations (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue | |||||||||||
Total revenue | $ 287,471 | $ 247,861 | $ 205,799 | ||||||||
Cost of revenue | |||||||||||
Gross profit | 224,323 | 186,981 | 156,305 | ||||||||
Operating expenses | |||||||||||
Operating expenses | 295,165 | 245,505 | 196,510 | ||||||||
Loss from operations | (70,842) | (58,524) | (40,205) | ||||||||
Net loss for the period | $ (79,582) | $ (61,469) | $ (39,027) | ||||||||
Net loss per share attributable to ordinary shareholders: | |||||||||||
Basic and diluted net loss per share (in dollars per share) | $ (2.52) | $ (2.01) | $ (1.31) | ||||||||
Previously Reported | |||||||||||
Revenue | |||||||||||
Total revenue | $ 78,912 | $ 72,702 | $ 67,738 | $ 68,119 | $ 67,454 | $ 62,436 | $ 60,305 | $ 57,666 | |||
Cost of revenue | |||||||||||
Gross profit | 62,353 | 56,084 | 52,532 | 53,354 | 52,281 | 47,688 | 44,546 | 42,466 | |||
Operating expenses | |||||||||||
Operating expenses | 78,838 | 74,318 | 72,167 | 69,842 | 61,899 | 60,955 | 62,721 | 59,930 | |||
Loss from operations | (16,485) | (18,234) | (19,635) | (16,488) | (9,618) | (13,267) | (18,175) | (17,464) | |||
Net loss for the period | $ (19,590) | $ (20,341) | $ (21,509) | $ (18,142) | $ (11,689) | $ (13,511) | $ (18,524) | $ (17,745) | |||
Net loss per share attributable to ordinary shareholders: | |||||||||||
Basic and diluted net loss per share (in dollars per share) | $ (0.61) | $ (0.64) | $ (0.68) | $ (0.58) | $ (0.38) | $ (0.44) | $ (0.61) | $ (0.59) |
Uncategorized Items - tlnd-2020
Label | Element | Value |
Accounting Standards Update [Extensible List] | us-gaap_AccountingStandardsUpdateExtensibleList | us-gaap:AccountingStandardsUpdate201409Member |