Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 19, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 32,909,599 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001668105 | |
Amendment Flag | false | |
American Depositary Shares | ||
Document Information [Line Items] | ||
Title of each class | American Depositary Shares, each representing oneordinary share, nominal value €0.08 per share | |
Trading Symbol(s) | TLND | |
Name of each exchange on which registered | NASDAQ | |
Ordinary shares | ||
Document Information [Line Items] | ||
Title of each class | Ordinary shares, nominal value €0.08 per share* | |
Name of each exchange on which registered | NASDAQ | |
No Trading Symbol Flag | true |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 162,263 | $ 162,855 |
Accounts receivable, net of allowance for doubtful accounts of $797 and $1,244, respectively | 68,418 | 95,967 |
Deferred commissions, current | 13,432 | 12,771 |
Other current assets | 13,948 | 11,150 |
Total current assets | 258,061 | 282,743 |
Non-current assets: | ||
Deferred commissions, non-current | 28,317 | 26,889 |
Operating lease right-of-use assets | 32,385 | 35,987 |
Property and equipment, net | 8,888 | 9,273 |
Goodwill | 50,091 | 50,294 |
Intangible assets, net | 7,282 | 9,236 |
Other non-current assets | 4,751 | 5,308 |
Total non-current assets | 131,714 | 136,987 |
Total assets | 389,775 | 419,730 |
Current liabilities: | ||
Accounts payable | 2,254 | 2,760 |
Accrued expenses and other current liabilities | 43,248 | 46,720 |
Deferred revenue, current | 152,787 | 160,215 |
Operating lease liabilities, current | 5,191 | 4,798 |
Total current liabilities | 203,480 | 214,493 |
Non-current liabilities: | ||
Deferred income taxes | 257 | 345 |
Other non-current liabilities | 2,051 | 2,197 |
Deferred revenue, non-current | 11,067 | 12,590 |
Operating lease liabilities, non-current | 29,819 | 33,251 |
Long-term debt | 146,235 | 148,129 |
Total non-current liabilities | 189,429 | 196,512 |
Total liabilities | 392,909 | 411,005 |
Commitments and contingencies (Note 8) | ||
STOCKHOLDERS' (DEFICIT) EQUITY | ||
Ordinary shares, par value €0.08 per share; 32,903,098 and 32,010,526 shares authorized, issued and outstanding, respectively | 3,381 | 3,295 |
Additional paid-in capital | 397,676 | 366,508 |
Accumulated other comprehensive income (loss) | (720) | (2,941) |
Accumulated losses | (403,471) | (358,137) |
Total stockholders’(deficit) equity | (3,134) | 8,725 |
Total liabilities and stockholders’ (deficit) equity | $ 389,775 | $ 419,730 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | Jun. 30, 2021USD ($)shares | Jun. 30, 2021€ / shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2020€ / shares |
Current assets: | ||||
Allowance for doubtful accounts | $ | $ 797 | $ 1,244 | ||
STOCKHOLDERS' (DEFICIT) EQUITY | ||||
Common stock, par value (in euro per share) | € / shares | € 0.08 | € 0.08 | ||
Common stock, shares authorized (in shares) | 32,903,098 | 32,010,526 | ||
Common stock, shares issued (in shares) | 32,903,098 | 32,010,526 | ||
Common stock, shares outstanding (in shares) | 32,903,098 | 32,010,526 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue | ||||
Total revenue | $ 80,901 | $ 67,738 | $ 160,819 | $ 135,857 |
Cost of revenue | ||||
Total cost of revenue | 19,447 | 15,206 | 37,465 | 29,971 |
Gross profit | 61,454 | 52,532 | 123,354 | 105,886 |
Operating expenses | ||||
Sales and marketing | 42,186 | 39,531 | 84,813 | 77,784 |
Research and development | 20,401 | 17,639 | 41,385 | 33,573 |
General and administrative | 18,767 | 14,997 | 38,660 | 30,652 |
Total operating expenses | 81,354 | 72,167 | 164,858 | 142,009 |
Loss from operations | (19,900) | (19,635) | (41,504) | (36,123) |
Interest income (expense), net | (2,151) | (1,922) | (4,235) | (3,727) |
Other income (expense), net | (355) | 67 | 229 | 265 |
Loss before benefit (provision) for income taxes | (22,406) | (21,490) | (45,510) | (39,585) |
Benefit (provision) for income taxes | 298 | (19) | 176 | (66) |
Net loss | $ (22,108) | $ (21,509) | $ (45,334) | $ (39,651) |
Net loss per share attributable to ordinary shareholders, basic (in dollars per share) | $ (0.68) | $ (0.68) | $ (1.40) | $ (1.27) |
Net loss per share attributable to ordinary shareholders, diluted (in dollars per share) | $ (0.68) | $ (0.68) | $ (1.40) | $ (1.27) |
Weighted-average shares outstanding used to compute net loss per share attributable to ordinary shareholders, basic (in shares) | 32,677 | 31,428 | 32,449 | 31,308 |
Weighted-average shares outstanding used to compute net loss per share attributable to ordinary shareholders, diluted (in shares) | 32,677 | 31,428 | 32,449 | 31,308 |
Subscriptions | ||||
Revenue | ||||
Total revenue | $ 73,912 | $ 60,885 | $ 146,287 | $ 121,794 |
Cost of revenue | ||||
Total cost of revenue | 13,412 | 8,947 | 25,246 | 16,971 |
Professional services | ||||
Revenue | ||||
Total revenue | 6,989 | 6,853 | 14,532 | 14,063 |
Cost of revenue | ||||
Total cost of revenue | $ 6,035 | $ 6,259 | $ 12,219 | $ 13,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (22,108) | $ (21,509) | $ (45,334) | $ (39,651) |
Other comprehensive gain (loss) | ||||
Foreign currency translation adjustment | (614) | (563) | 2,221 | (474) |
Total comprehensive loss | $ (22,722) | $ (22,072) | $ (43,113) | $ (40,125) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) $ in Thousands | Total | Ordinary shares | Additional paid-in capital | Accumulated other comprehensive income | Accumulated loss |
Balance as of the beginning of the period (in shares) at Dec. 31, 2019 | 31,017,268 | ||||
Balance as of the beginning 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 | (39,651) | (39,651) | |||
Other comprehensive gain (loss) | (474) | (474) | |||
Shares issued from restricted stock unit vesting (in shares) | 276,760 | ||||
Shares issued from restricted stock unit vesting | 0 | $ 24 | (24) | ||
Exercise of stock awards (in shares) | 169,526 | ||||
Exercise of stock awards | 1,853 | $ 15 | 1,838 | ||
Issuance of ordinary shares in connection with employee stock purchase plan (in shares) | 72,975 | ||||
Issuance of ordinary shares in connection with employee stock purchase plan | 2,287 | $ 6 | 2,281 | ||
Share-based compensation | 21,553 | 21,553 | |||
Balance as of the end of the period (in shares) at Jun. 30, 2020 | 31,536,529 | ||||
Balance as of the end of the period at Jun. 30, 2020 | 21,520 | $ 3,250 | 335,843 | 633 | (318,206) |
Balance as of the beginning of the period (in shares) at Mar. 31, 2020 | 31,337,694 | ||||
Balance as of the beginning of the period at Mar. 31, 2020 | 32,119 | $ 3,233 | 324,387 | 1,196 | (296,697) |
Increase (Decrease) in Stockholders' Equity | |||||
Net loss for the period | (21,509) | (21,509) | |||
Other comprehensive gain (loss) | (563) | (563) | |||
Shares issued from restricted stock unit vesting (in shares) | 175,237 | ||||
Shares issued from restricted stock unit vesting | 0 | $ 15 | (15) | ||
Exercise of stock awards (in shares) | 23,598 | ||||
Exercise of stock awards | 249 | $ 2 | 247 | ||
Share-based compensation | 11,224 | 11,224 | |||
Balance as of the end of the period (in shares) at Jun. 30, 2020 | 31,536,529 | ||||
Balance as of the end of the period at Jun. 30, 2020 | 21,520 | $ 3,250 | 335,843 | 633 | (318,206) |
Balance as of the beginning of the period (in shares) at Dec. 31, 2020 | 32,010,526 | ||||
Balance as of the beginning of the period at Dec. 31, 2020 | 8,725 | $ 3,295 | 366,508 | (2,941) | (358,137) |
Increase (Decrease) in Stockholders' Equity | |||||
Net loss for the period | (45,334) | (45,334) | |||
Other comprehensive gain (loss) | 2,221 | 2,221 | |||
Shares issued from restricted stock unit vesting (in shares) | 486,120 | ||||
Shares issued from restricted stock unit vesting | 0 | $ 47 | (47) | ||
Exercise of stock awards (in shares) | 292,385 | ||||
Exercise of stock awards | 4,916 | $ 28 | 4,888 | ||
Issuance of ordinary shares in connection with employee stock purchase plan (in shares) | 114,067 | ||||
Issuance of ordinary shares in connection with employee stock purchase plan | 4,179 | $ 11 | 4,168 | ||
Share-based compensation | 22,159 | 22,159 | |||
Balance as of the end of the period (in shares) at Jun. 30, 2021 | 32,903,098 | ||||
Balance as of the end of the period at Jun. 30, 2021 | (3,134) | $ 3,381 | 397,676 | (720) | (403,471) |
Balance as of the beginning of the period (in shares) at Mar. 31, 2021 | 32,572,335 | ||||
Balance as of the beginning of the period at Mar. 31, 2021 | 6,391 | $ 3,349 | 384,511 | (106) | (381,363) |
Increase (Decrease) in Stockholders' Equity | |||||
Net loss for the period | (22,108) | (22,108) | |||
Other comprehensive gain (loss) | (614) | (614) | |||
Shares issued from restricted stock unit vesting (in shares) | 249,577 | ||||
Shares issued from restricted stock unit vesting | 0 | $ 24 | (24) | ||
Exercise of stock awards (in shares) | 50,613 | ||||
Exercise of stock awards | 1,290 | $ 5 | 1,285 | ||
Issuance of ordinary shares in connection with employee stock purchase plan (in shares) | 30,573 | ||||
Issuance of ordinary shares in connection with employee stock purchase plan | 1,380 | $ 3 | 1,377 | ||
Share-based compensation | 10,527 | 10,527 | |||
Balance as of the end of the period (in shares) at Jun. 30, 2021 | 32,903,098 | ||||
Balance as of the end of the period at Jun. 30, 2021 | $ (3,134) | $ 3,381 | $ 397,676 | $ (720) | $ (403,471) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss for the period | $ (45,334) | $ (39,651) |
Adjustments to reconcile net loss to net cash (used in) from operating activities: | ||
Depreciation | 2,052 | 1,636 |
Amortization of intangible assets | 1,875 | 2,639 |
Amortization of debt discount and issuance costs | 2,887 | 2,541 |
Amortization of deferred commissions | 7,068 | 5,735 |
Non-cash operating lease cost | 3,669 | 2,987 |
Unrealized (gain) foreign exchange | (1,790) | (927) |
Interest accrued on 2024 Convertible Notes | 1,474 | 1,352 |
Share-based compensation | 22,159 | 21,553 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 26,258 | 29,003 |
Deferred commissions | (9,521) | (6,404) |
Other assets | (2,494) | (2,452) |
Accounts payable | (465) | (2,561) |
Accrued expenses and other current liabilities | (4,837) | (6,338) |
Deferred revenue | (6,563) | (18,409) |
Operating lease liabilities | (2,573) | (2,955) |
Net cash (used in) operating activities | (6,135) | (12,251) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (1,862) | (3,165) |
Net cash used in investing activities | (1,862) | (3,165) |
Cash flows from financing activities: | ||
Proceeds from issuance of ordinary shares related to exercise of stock awards | 4,916 | 1,853 |
Proceeds from issuance of ordinary shares related to employee stock purchase plan | 4,179 | 2,287 |
Repayment of borrowings | 0 | (660) |
Net cash from financing activities | 9,095 | 3,480 |
Net increase (decrease) in cash and cash equivalents | 1,098 | (11,936) |
Cash and cash equivalents at beginning of the period | 162,855 | 177,075 |
Effect of exchange rate changes on cash and cash equivalents | (1,690) | (171) |
Cash and cash equivalents at end of the period | $ 162,263 | $ 164,968 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | Organization and Summary of Significant Accounting Policies Business Talend 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. Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and reflect, in the opinion of management, all adjustments, consisting of normal recurring adjustments and accruals, necessary to present fairly the consolidated balance sheets as of June 30, 2021 and December 31, 2020, the consolidated statements of operations, the consolidated statements of comprehensive loss and the consolidated statements of stockholders’(deficit) equity for the three and six months ended June 30, 2021 and June 30, 2020, and the consolidated statements of cash flows for the six months ended June 30, 2021 and June 30, 2020. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. These unaudited condensed consolidated financial statements should be read in conjunction with the audited Consolidated Financial Statements and accompanying Notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 1, 2021. Pending Acquisition by Thoma Bravo On March 10, 2021, the Company entered into a Memorandum of Understanding (the “MoU”) with Tahoe Bidco (Cayman) LLC, an exempted company incorporated under the laws of the Cayman Islands (“Parent”) and an affiliate of Thoma Bravo, L.P. (“Thoma Bravo”), a leading private equity investment firm focused on the software and technology-enabled services sectors. Pursuant to the MoU, Parent has agreed to cause Tahoe Bidco B.V., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ) organized under the laws of the Netherlands and an affiliated entity of Thoma Bravo and Parent to commence a tender offer to acquire all of the outstanding ordinary shares and American Depositary Shares (“ADSs”) of the Company, for $66.00 per ordinary share and ADS (each ADS representing one ordinary share) in cash. The offer values the Company at approximately $2.4 billion and is expected to be completed in the third calendar quarter of 2021. The closing of the transaction is subject to the valid tender pursuant to the tender offer of ordinary shares and ADSs of the Company representing – together with ordinary shares and ADSs of the Company then beneficially owned by Thoma Bravo, if any – at least 80% of the outstanding ordinary shares and ADSs, and other customary closing conditions. If the MoU is terminated under certain circumstances, the Company will be required to pay to Parent a termination fee of approximately $48 million. The MoU contains representations, warranties and covenants of Parent and the Company that are customary for a transaction of this nature, including among others, covenants regarding the conduct of the Company’s business during the pendency of the transactions. Refer to Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations for further details. 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 to separate performance obligations and the determination of the stand-alone selling price), the amortization period for deferred commissions, contract period of leases, fair value of acquired intangible assets and goodwill, and share-based compensation expense. These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ significantly from these estimates. Summary of significant accounting policies Except for the accounting policies described below, there have been no changes to the Company’s significant accounting polices disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 1, 2021, that have had a material impact on the Company’s condensed consolidated financial statements and related notes. Recently adopted accounting standards 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 adopted ASU 2019-12 effective January 1, 2021 and the adoption did not have a material impact on our consolidated financial statements. Accounting standards issued not yet adopted 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 is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers Contract Liabilities Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance obligations. These liabilities are classified as current and non-current contract liabilities – deferred revenue in the consolidated balance sheet. Deferred revenue, including current and non-current balances, was $163.9 million and $172.8 million as of June 30, 2021 and December 31, 2020, respectively. Revenue recognized from the deferred revenue balances at the beginning of each period was $62.1 million and $50.6 million for the three months ended June 30, 2021 and 2020, respectively. Revenue recognized from the deferred revenue balances at the beginning of each period was $110.6 million and $93.8 million for the six months ended June 30, 2021 and 2020, respectively. Remaining Performance Obligations The Company’s contracts with customers include amounts allocated to performance obligations of $247.7 million that will be satisfied at a later date. As of June 30, 2021, $179.3 million of deferred revenue and backlog is expected to be recognized from remaining performance obligations over the next 12 months, and approximately $68.4 million thereafter. Contract assets 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 $2.5 million and $2.8 million as of June 30, 2021 and December 31, 2020, 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 $41.7 million and $39.7 million as of June 30, 2021 and December 31, 2020, respectively. Amortization expense of deferred commissions, was $3.6 million and $2.9 million for the three months ended June 30, 2021 and 2020, respectively. Amortization expense of deferred commissions, was $7.1 million and $5.7 millions for the six months ended June 30, 2021 and 2020, respectively. There were no impairments of assets related to Company’s deferred commissions during the period ended June 30, 2021. Disaggregation of Revenues 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. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Americas $ 36,722 $ 31,373 $ 72,522 $ 62,540 EMEA 36,243 28,852 71,896 58,738 Asia Pacific 7,936 7,513 16,401 14,579 Total revenue $ 80,901 $ 67,738 $ 160,819 $ 135,857 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2021 | |
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 both of the three ans six months ended June 30, 2021 and 2020, 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 6, Debt, for more details). Since the Company may 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): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator (basic and diluted): Net loss $ (22,108) $ (21,509) (45,334) (39,651) Denominator (basic and diluted): Weighted-average ordinary shares outstanding 32,677 31,428 32,449 31,308 Basic and diluted net loss per share $ (0.68) $ (0.68) (1.40) (1.27) |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements 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 judgment 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 the 2024 Notes 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 June 30, 2021, the fair value of the 2024 Notes was $150.2 million. There were no transfers between levels of the fair value hierarchy during the six month periods ended June 30, 2021 or 2020. |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Balance Sheet Components Accrued expenses and other liabilities consisted of the following (in thousands): June 30, 2021 December 31, 2020 Accrued compensation and benefits $ 28,730 $ 30,371 VAT payable 4,678 7,889 Other taxes 254 885 Contingent liabilities 412 703 Other current liabilities 9,174 6,872 Accrued expenses and other liabilities $ 43,248 $ 46,720 Property and equipment, net consisted of the following (in thousands): June 30, 2021 December 31, 2020 Computer equipment and software $ 13,203 $ 12,905 Fixtures and fittings 3,635 3,496 Leasehold improvements 4,677 4,918 Property and equipment, gross 21,515 21,319 Less: accumulated depreciation (12,627) (12,046) Property and equipment, net $ 8,888 $ 9,273 Depreciation expen se related to property and equipment was $0.9 million and $0.8 million for the three months periods ended June 30, 2021 and 2020, respectively, and $1.8 million and $1.6 million for the six months ended June 30, 2021 and 2020, respectively. Intangible assets as of June 30, 2021 and December 31, 2020 included the following (in thousands): June 30, 2021 December 31, 2020 Gross Accumulated Net Gross Accumulated Net Weighted Customer relationships $ 5,076 $ (5,076) $ — $ 5,134 $ (5,134) $ 0 0 years Acquired developed technology 20,044 (12,762) 7,282 20,329 (11,093) 9,236 2 years Total $ 25,120 $ (17,838) $ 7,282 $ 25,463 $ (16,227) $ 9,236 Amortization expense for intangible assets was $0.9 million and $1.3 million for the three months periods ended June 30, 2021 and 2020, respectively, and $1.9 million and $2.6 million for the six months ended June 30, 2021 and 2020, respectively. The following table presents the estimated future amortization expense related to intangible assets as of June 30, 2021 (in thousands): Amount Remainder of 2021 $ 1,865 2022 3,517 2023 1,900 2024 — Thereafter — Total amortization expense $ 7,282 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Convertible Senior Notes due September 1, 2024 In September 2019, the Company issued an aggregate principal amount of €125.0 million of the 2024 Notes and an additional €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 Rule 144A 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. 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 a euro to U.S. Dollar exchange rate of €1 to $1.1036 on the pricing date of the 2024 Notes. Refer to Note 9, Debt , of the Company’s consolidated financial statements for the year ended December 31, 2020 for details of the issuance of the 2024 Notes. As of June 30, 2021, 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. Holders of the 2024 Notes have the right to require the Company to repurchase all or a portion of their 2024 Notes upon the occurrence of a “fundamental change” (as defined in the indenture for the 2024 Notes) before the maturity date at a repurchase price equal to 100% of the principal amount of the 2024 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. If consummated, the pending acquisition by Thoma Bravo would result in the occurrence of a “fundamental change” under the indenture for the 2024 Notes. In addition, the pending acquisition by Thoma Bravo, if consummated, would trigger a conditional conversion feature that would entitle holders of 2024 Notes to convert their 2024 Notes during a specified period at their option. Upon conversion of the 2024 Notes, unless we elect to deliver solely ADSs to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the 2024 Notes being converted. The pending tender offer by Thoma Bravo, if consummated, will also constitute a "make-whole fundamental change" (as defined in the indenture for the 2024 Notes) that not only will permit holders of the 2024 Notes to elect to convert their 2024 Notes, but also require us to increase the conversion rate for the 2024 Notes that any note holders elect to convert in connection with such make-whole fundamental change. The net carrying amount of the 2024 Notes was as follows as of June 30, 2021 and December 31, 2020 (in thousands): June 30, 2021 December 31, 2020 Principal $ 166,107 $ 171,599 Unamortized debt discount (15,849) (18,704) Unamortized debt issuance costs (4,023) (4,766) Net carrying amount $ 146,235 $ 148,129 The net carrying amount of the equity component of the 2024 Notes was as follows as of June 30, 2021 and December 31, 2020 (in thousands): June 30, 2021 December 31, 2020 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 three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Contractual interest expense $ 737 $ 674 $ 1,474 $ 1,352 Amortization of debt discount 1,157 1,008 2,287 2,006 Amortization of issuance costs 301 267 600 535 Total $ 2,195 $ 1,949 $ 4,361 $ 3,893 |
Equity Incentive Plans
Equity Incentive Plans | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Plans | Equity Incentive Plans 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 directors. The Company no longer grants employee warrants (BSPCE) as the Company no longer meets the eligibility criteria for granting BSPCEs. In June 2021, 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. As of June 30, 2021, there were 2,300,000 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 six months ended June 30, 2021 (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, 2020 1,726 108 235 $ 23.97 6.1 $ 31,789 Granted 4 — 1 49.05 Exercised (254) (39) — 16.68 Forfeited (61) — (4) 32.86 Balance as of June 30, 2021 1,415 69 232 $ 24.04 5.7 $ 71,621 Vested and expected to vest as of June 30, 2021 1,313 69 232 $ 23.35 5.5 $ 68,447 Exercisable as of June 30, 2021 854 69 225 $ 18.69 4.1 $ 53,981 The total intrinsic values of stock options and warrants exercised during the period ended June 30, 2021 was $11.7 million. 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. In general, service-based RSUs vest over a four years period, with 25% vesting on the one year anniversary of the grant and equal quarterly installments thereafter. A summary of RSU activity under all of the plans as of June 30, 2021 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, 2020 2,388 480 $ 43.26 Granted 444 — 60.22 Vested and released (424) (63) 47.25 Forfeited (126) (128) 41.70 Balance as of June 30, 2021 2,282 289 $ 44.05 Expected to vest as of June 30, 2021 1,894 241 $ 43.75 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 superseded and replaced 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. The MoU provides that no new offering periods under the ESPP will commence after March 10, 2021, and the ESPP offering period of February 2021 to August 2021 shall be shortened to end no later than five Compensation expense Cost of revenue and operating expenses include employee share-based compensation expense as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Cost of revenue - subscriptions $ 1,010 $ 1,031 $ 1,999 $ 1,279 Cost of revenue - professional services 488 409 958 815 Sales and marketing 3,522 3,737 7,550 6,191 Research and development 1,940 2,715 4,542 5,672 General and administrative 3,567 3,332 7,110 7,596 Total share-based compensation expense $ 10,527 $ 11,224 $ 22,159 $ 21,553 As of June 30, 2021, the Company had $49.9 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. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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 June 30, 2021. |
Income Tax
Income Tax | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Income Tax The Company provides for income taxes in interim periods based on the estimated annual effective tax rate for the year, adjusting for discrete items in the quarter in which they arise. The annual effective tax rate after discrete items was 1.3% and (0.2)% for the three months ended June 30, 2021 and 2020, respectively, and 0.4% and (0.2)% for the six months ended June 30, 2021 and 2020, respectively. The 2021 and 2020 annual effective tax rates differed from the French statutory income tax rate of 28% for 2021 and 2020, primarily due to a valuation allowance on current year losses in the US and France. The Company files income tax returns in France as well as many foreign jurisdictions. The tax years 2005 to 2020 remain open to examination by the various jurisdictions in which the Company is subject to tax. Fiscal years outside the normal statutes 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. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and reflect, in the opinion of management, all adjustments, consisting of normal recurring adjustments and accruals, necessary to present fairly the consolidated balance sheets as of June 30, 2021 and December 31, 2020, the consolidated statements of operations, the consolidated statements of comprehensive loss and the consolidated statements of stockholders’(deficit) equity for the three and six months ended June 30, 2021 and June 30, 2020, and the consolidated statements of cash flows for the six months ended June 30, 2021 and June 30, 2020. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
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 to separate performance obligations and the determination of the stand-alone selling price), the amortization period for deferred commissions, contract period of leases, fair value of acquired intangible assets and goodwill, and share-based compensation expense. These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ significantly from these estimates. |
Summary of significant accounting policies, recently adopted accounting standards and accounting standards issued not yet adopted | Summary of significant accounting policies Except for the accounting policies described below, there have been no changes to the Company’s significant accounting polices disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 1, 2021, that have had a material impact on the Company’s condensed consolidated financial statements and related notes. Recently adopted accounting standards 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 adopted ASU 2019-12 effective January 1, 2021 and the adoption did not have a material impact on our consolidated financial statements. Accounting standards issued not yet adopted 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 is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements. |
Fair Value Measurements | Fair Value Measurements 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 judgment 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. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Americas $ 36,722 $ 31,373 $ 72,522 $ 62,540 EMEA 36,243 28,852 71,896 58,738 Asia Pacific 7,936 7,513 16,401 14,579 Total revenue $ 80,901 $ 67,738 $ 160,819 $ 135,857 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 | 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): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator (basic and diluted): Net loss $ (22,108) $ (21,509) (45,334) (39,651) Denominator (basic and diluted): Weighted-average ordinary shares outstanding 32,677 31,428 32,449 31,308 Basic and diluted net loss per share $ (0.68) $ (0.68) (1.40) (1.27) |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of accrued expenses and other liabilities | Accrued expenses and other liabilities consisted of the following (in thousands): June 30, 2021 December 31, 2020 Accrued compensation and benefits $ 28,730 $ 30,371 VAT payable 4,678 7,889 Other taxes 254 885 Contingent liabilities 412 703 Other current liabilities 9,174 6,872 Accrued expenses and other liabilities $ 43,248 $ 46,720 |
Schedule of property and equipment | Property and equipment, net consisted of the following (in thousands): June 30, 2021 December 31, 2020 Computer equipment and software $ 13,203 $ 12,905 Fixtures and fittings 3,635 3,496 Leasehold improvements 4,677 4,918 Property and equipment, gross 21,515 21,319 Less: accumulated depreciation (12,627) (12,046) Property and equipment, net $ 8,888 $ 9,273 |
Schedule of intangible assets | Intangible assets as of June 30, 2021 and December 31, 2020 included the following (in thousands): June 30, 2021 December 31, 2020 Gross Accumulated Net Gross Accumulated Net Weighted Customer relationships $ 5,076 $ (5,076) $ — $ 5,134 $ (5,134) $ 0 0 years Acquired developed technology 20,044 (12,762) 7,282 20,329 (11,093) 9,236 2 years Total $ 25,120 $ (17,838) $ 7,282 $ 25,463 $ (16,227) $ 9,236 |
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 June 30, 2021 (in thousands): Amount Remainder of 2021 $ 1,865 2022 3,517 2023 1,900 2024 — Thereafter — Total amortization expense $ 7,282 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021 and December 31, 2020 (in thousands): June 30, 2021 December 31, 2020 Principal $ 166,107 $ 171,599 Unamortized debt discount (15,849) (18,704) Unamortized debt issuance costs (4,023) (4,766) Net carrying amount $ 146,235 $ 148,129 The net carrying amount of the equity component of the 2024 Notes was as follows as of June 30, 2021 and December 31, 2020 (in thousands): June 30, 2021 December 31, 2020 Gross amount $ 21,866 $ 21,866 Allocated debt issuance costs (945) (945) Net carrying amount $ 20,921 $ 20,921 |
Schedule of interest expense related to 2024 Notes | Interest expense related to the 2024 Notes was as follows during the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Contractual interest expense $ 737 $ 674 $ 1,474 $ 1,352 Amortization of debt discount 1,157 1,008 2,287 2,006 Amortization of issuance costs 301 267 600 535 Total $ 2,195 $ 1,949 $ 4,361 $ 3,893 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 six months ended June 30, 2021 (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, 2020 1,726 108 235 $ 23.97 6.1 $ 31,789 Granted 4 — 1 49.05 Exercised (254) (39) — 16.68 Forfeited (61) — (4) 32.86 Balance as of June 30, 2021 1,415 69 232 $ 24.04 5.7 $ 71,621 Vested and expected to vest as of June 30, 2021 1,313 69 232 $ 23.35 5.5 $ 68,447 Exercisable as of June 30, 2021 854 69 225 $ 18.69 4.1 $ 53,981 |
Schedule of summary of RSUs activity under all of the plans | A summary of RSU activity under all of the plans as of June 30, 2021 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, 2020 2,388 480 $ 43.26 Granted 444 — 60.22 Vested and released (424) (63) 47.25 Forfeited (126) (128) 41.70 Balance as of June 30, 2021 2,282 289 $ 44.05 Expected to vest as of June 30, 2021 1,894 241 $ 43.75 |
Schedule of compensation costs and operating expenses | Cost of revenue and operating expenses include employee share-based compensation expense as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Cost of revenue - subscriptions $ 1,010 $ 1,031 $ 1,999 $ 1,279 Cost of revenue - professional services 488 409 958 815 Sales and marketing 3,522 3,737 7,550 6,191 Research and development 1,940 2,715 4,542 5,672 General and administrative 3,567 3,332 7,110 7,596 Total share-based compensation expense $ 10,527 $ 11,224 $ 22,159 $ 21,553 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details) - Thoma Bravo - Talend S.A. - Forecast $ / shares in Units, $ in Millions | 3 Months Ended |
Dec. 31, 2021USD ($)$ / shares | |
Debt Instrument [Line Items] | |
Acquisition share price (in dollars per share) | $ / shares | $ 66 |
Acquisitions price | $ 2,400 |
Percent of shares beneficially owned | 80.00% |
Termination fee | $ 48 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Revenues by geographic region | |||||
Deferred revenue | $ 163,900,000 | $ 163,900,000 | $ 172,800,000 | ||
Revenue recognized from contract with customer | 62,100,000 | $ 50,600,000 | 110,600,000 | $ 93,800,000 | |
Remaining performance obligations | 247,700,000 | 247,700,000 | |||
Unbilled revenue | 2,500,000 | 2,500,000 | 2,800,000 | ||
Deferred commissions | 41,700,000 | 41,700,000 | $ 39,700,000 | ||
Amortization of deferred commissions | 3,600,000 | 2,900,000 | 7,068,000 | 5,735,000 | |
Impairment of assets related to deferred commissions | 0 | ||||
Total revenue | 80,901,000 | 67,738,000 | 160,819,000 | 135,857,000 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-07-01 | |||||
Revenues by geographic region | |||||
Remaining performance obligations | $ 179,300,000 | $ 179,300,000 | |||
Remaining performance obligations period | 12 months | 12 months | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |||||
Revenues by geographic region | |||||
Remaining performance obligations | $ 68,400,000 | $ 68,400,000 | |||
Remaining performance obligations period | |||||
France | |||||
Revenues by geographic region | |||||
Total revenue | $ 14,800,000 | $ 10,300,000 | $ 29,200,000 | $ 21,200,000 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues by geographic region | ||||
Total revenue | $ 80,901 | $ 67,738 | $ 160,819 | $ 135,857 |
Americas | ||||
Revenues by geographic region | ||||
Total revenue | 36,722 | 31,373 | 72,522 | 62,540 |
EMEA | ||||
Revenues by geographic region | ||||
Total revenue | 36,243 | 28,852 | 71,896 | 58,738 |
Asia Pacific | ||||
Revenues by geographic region | ||||
Total revenue | $ 7,936 | $ 7,513 | $ 16,401 | $ 14,579 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019€ / shares | Sep. 30, 2019€ / shares | |
Numerator (basic and diluted): | ||||||
Net loss | $ | $ (22,108) | $ (21,509) | $ (45,334) | $ (39,651) | ||
Denominator (basic and diluted): | ||||||
Weighted-average shares outstanding used to compute net loss per share attributable to ordinary shareholders, diluted (in shares) | shares | 32,677 | 31,428 | 32,449 | 31,308 | ||
Weighted-average shares outstanding used to compute net loss per share attributable to ordinary shareholders, basic (in shares) | shares | 32,677 | 31,428 | 32,449 | 31,308 | ||
Net loss per share attributable to ordinary shareholders, diluted (in dollars per share) | $ / shares | $ (0.68) | $ (0.68) | $ (1.40) | $ (1.27) | ||
Net loss per share attributable to ordinary shareholders, basic (in dollars per share) | $ / shares | $ (0.68) | $ (0.68) | $ (1.40) | $ (1.27) | ||
Convertible Senior Notes due in 2024 | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Interest rate on debt | 1.75% | 1.75% | ||||
Initial conversion price (in euros per share) | € / shares | € 51.75 | € 51.75 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Millions | Jun. 30, 2021USD ($) |
Convertible Senior Notes due in 2024 | |
Fair value measurement | |
Fair value of debt | $ 150.2 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued compensation and benefits | $ 28,730 | $ 30,371 |
VAT payable | 4,678 | 7,889 |
Other taxes | 254 | 885 |
Contingent liabilities | 412 | 703 |
Other current liabilities | 9,174 | 6,872 |
Accrued expenses and other liabilities | $ 43,248 | $ 46,720 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Property and equipment | |||||
Property and equipment, gross | $ 21,515 | $ 21,515 | $ 21,319 | ||
Less: accumulated depreciation | (12,627) | (12,627) | (12,046) | ||
Property and equipment, net | 8,888 | 8,888 | 9,273 | ||
Depreciation | 900 | $ 800 | 1,800 | $ 1,600 | |
Computer equipment and software | |||||
Property and equipment | |||||
Property and equipment, gross | 13,203 | 13,203 | 12,905 | ||
Fixtures and fittings | |||||
Property and equipment | |||||
Property and equipment, gross | 3,635 | 3,635 | 3,496 | ||
Leasehold improvements | |||||
Property and equipment | |||||
Property and equipment, gross | $ 4,677 | $ 4,677 | $ 4,918 |
Balance Sheet Components - Inta
Balance Sheet Components - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | $ 25,120 | $ 25,120 | $ 25,463 | ||
Accumulated Amortization | (17,838) | (17,838) | (16,227) | ||
Net | 7,282 | 7,282 | 9,236 | ||
Amortization expense for intangible assets | 900 | $ 1,300 | 1,875 | $ 2,639 | |
Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 5,076 | 5,076 | 5,134 | ||
Accumulated Amortization | (5,076) | (5,076) | (5,134) | ||
Net | 0 | $ 0 | 0 | ||
Weighted Average Remaining Useful Life | 0 years | ||||
Acquired developed technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 20,044 | $ 20,044 | 20,329 | ||
Accumulated Amortization | (12,762) | (12,762) | (11,093) | ||
Net | $ 7,282 | $ 7,282 | $ 9,236 | ||
Weighted Average Remaining Useful Life | 2 years |
Balance Sheet Components - Esti
Balance Sheet Components - Estimated Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Estimated future amortization expense related to intangible assets | ||
Remainder of 2021 | $ 1,865 | |
2022 | 3,517 | |
2023 | 1,900 | |
2024 | 0 | |
Thereafter | 0 | |
Net | $ 7,282 | $ 9,236 |
Debt (Details)
Debt (Details) - Convertible Senior Notes due in 2024 € / shares in Units, $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Sep. 30, 2019EUR (€)€ / shares | Sep. 30, 2019EUR (€)€ / shares$ / shares | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019€ / shares | |
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount of notes issued | € | € 125,000,000 | € 125,000,000 | ||||||
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% | |||||
Conversion ratio | 0.0193234 | |||||||
Initial conversion price (in euros per share) | € / shares | € 51.75 | € 51.75 | € 51.75 | |||||
Closing price (in dollars per share) | $ / shares | € 38.72 | |||||||
Exchange rate | 1.1036 | 1.1036 | ||||||
Price percentage of principal | 100.00% | |||||||
Principal | $ 166,107 | $ 166,107 | $ 171,599 | |||||
Unamortized debt discount | (15,849) | (15,849) | (18,704) | |||||
Unamortized debt issuance costs | (4,023) | (4,023) | (4,766) | |||||
Net carrying amount | 146,235 | 146,235 | 148,129 | |||||
Gross amount | 21,866 | 21,866 | 21,866 | |||||
Allocated debt issuance costs | (945) | (945) | (945) | |||||
Net carrying amount | 20,921 | 20,921 | $ 20,921 | |||||
Contractual interest expense | 737 | $ 674 | 1,474 | $ 1,352 | ||||
Amortization of debt discount | 1,157 | 1,008 | 2,287 | 2,006 | ||||
Amortization of issuance costs | 301 | 267 | 600 | 535 | ||||
Total | $ 2,195 | $ 1,949 | $ 4,361 | $ 3,893 |
Equity Incentive Plans - Contra
Equity Incentive Plans - Contractual Life and Authorized shares (Details) | 1 Months Ended | 6 Months Ended |
Aug. 31, 2020 | Jun. 30, 2021tradingSessionshares | |
Equity Incentive Plans | ||
Number of ordinary shares available for future issuance (in shares) | shares | 2,300,000 | |
One year anniversary of grant | ||
Equity Incentive Plans | ||
Vesting period | 1 year | |
Vesting percentage | 25.00% | |
Stock options | ||
Equity Incentive Plans | ||
Contractual life | 10 years | |
BSA warrants | ||
Equity Incentive Plans | ||
Vesting period | 1 year | |
Percentage of volume weighted average price | 5.00% | |
Number of trading sessions | tradingSession | 5 | |
Free Share Plan | RSUs | ||
Equity Incentive Plans | ||
Percent of the share capital or voting rights | 10.00% |
Equity Incentive Plans - Stock
Equity Incentive Plans - Stock Options and Warrants (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
WAEP per share | ||
Balance at beginning of period (in dollars per share) | $ / shares | $ 23.97 | |
Granted (in dollars per share) | $ / shares | 49.05 | |
Exercised (in dollars per share) | $ / shares | 16.68 | |
Forfeited (in dollars per share) | $ / shares | 32.86 | |
Balance at end of period (in dollars per share) | $ / shares | 24.04 | $ 23.97 |
Vested and expected to vest at end of period (in dollars per share) | $ / shares | 23.35 | |
Exercisable at end of period (in dollars per share) | $ / shares | $ 18.69 | |
WACT and Aggregate intrinsic value | ||
Outstanding WACT (in years) | 5 years 8 months 12 days | 6 years 1 month 6 days |
Vested and expected to vest at end of period (in years) | 5 years 6 months | |
Exercisable at end of period (in years) | 4 years 1 month 6 days | |
Outstanding Aggregate intrinsic value | $ | $ 71,621 | $ 31,789 |
Vested and expected to vest aggregate intrinsic value | $ | 68,447 | |
Exercisable aggregate intrinsic value | $ | 53,981 | |
Total intrinsic value of stock options exercised | $ | $ 11,700 | |
Stock options outstanding | ||
Stock Options | ||
Number of stock options outstanding at beginning of period (in shares) | 1,726 | |
Granted (in shares) | 4 | |
Exercised (in shares) | (254) | |
Forfeited (in shares) | (61) | |
Number of stock options outstanding at end of period (in shares) | 1,415 | 1,726 |
Vested and expected to vest at end of period (in shares) | 1,313 | |
Exercisable at end of period (in shares) | 854 | |
BSPCE warrants outstanding | ||
Warrants | ||
Unvested balance at beginning of period (in shares) | 108 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (39) | |
Forfeited (in shares) | 0 | |
Unvested balance at end of period (in shares) | 69 | 108 |
Vested and expected to vest at end of period (in shares) | 69 | |
Exercisable at end of period (in shares) | 69 | |
BSA warrants outstanding | ||
Warrants | ||
Unvested balance at beginning of period (in shares) | 235 | |
Granted (in shares) | 1 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | (4) | |
Unvested balance at end of period (in shares) | 232 | 235 |
Vested and expected to vest at end of period (in shares) | 232 | |
Exercisable at end of period (in shares) | 225 |
Equity Incentive Plans - Restri
Equity Incentive Plans - Restricted Stock Units (RSU) (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
One year anniversary of grant | |
Equity Incentive Plans | |
Vesting period | 1 year |
Vesting percentage | 25.00% |
Service-based RSUs | |
Equity Incentive Plans | |
Vesting period | 4 years |
Number of service- based RSUs | |
Unvested balance at beginning of period (in shares) | 2,388 |
Granted (in shares) | 444 |
Vested and released (in shares) | (424) |
Forfeited (in shares) | (126) |
Unvested balance at end of period (in shares) | 2,282 |
Expected to vest at end of period (in shares) | 1,894 |
Service-based RSUs | One year anniversary of grant | |
Equity Incentive Plans | |
Vesting period | 1 year |
Service-based RSUs | Second anniversary of grant | |
Equity Incentive Plans | |
Vesting period | 1 year |
Service-based RSUs | Third anniversary of grant | |
Equity Incentive Plans | |
Vesting period | 1 year |
Service-based RSUs | Fourth anniversary of grant | |
Equity Incentive Plans | |
Vesting period | 1 year |
Performance-based RSUs | |
Number of service- based RSUs | |
Unvested balance at beginning of period (in shares) | 480 |
Granted (in shares) | 0 |
Vested and released (in shares) | (63) |
Forfeited (in shares) | (128) |
Unvested balance at end of period (in shares) | 289 |
Expected to vest at end of period (in shares) | 241 |
Weighted-average grant date fair value | |
Unvested balance at beginning of period (in dollars per share) | $ / shares | $ 43.26 |
Granted (in dollars per share) | $ / shares | 60.22 |
Vested and released (in dollars per share) | $ / shares | 47.25 |
Forfeited (in dollars per share) | $ / shares | 41.70 |
Unvested balance at end of period (in dollars per share) | $ / shares | 44.05 |
Expected to vest at end of period (in dollars per share) | $ / shares | $ 43.75 |
Equity Incentive Plans - Employ
Equity Incentive Plans - Employee Stock Purchase Plan (Details) | 6 Months Ended | 7 Months Ended | |
Jun. 30, 2021tradingSessionshares | Aug. 31, 2021 | Jun. 30, 2020shares | |
Equity Incentive Plans | |||
Number of ordinary shares available for future issuance (in shares) | shares | 2,300,000 | ||
Employee Stock Purchase Plan | |||
Equity Incentive Plans | |||
Number of ordinary shares available for future issuance (in shares) | shares | 550,000 | ||
Employee Stock Purchase Plan | American Depositary Shares | |||
Equity Incentive Plans | |||
Number of ordinary shares | tradingSession | 1 | ||
Payroll deduction percentage | 15.00% | ||
Number of consecutive offering periods | tradingSession | 2 | ||
Offering period | 6 months | ||
Fair value of ADSs to calculate purchase price | 85.00% | ||
Employee Stock Purchase Plan | American Depositary Shares | Subsequent Event | |||
Equity Incentive Plans | |||
Offering period | 5 days |
Equity Incentive Plans - Compen
Equity Incentive Plans - Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Equity Incentive Plans | ||||
Total share-based compensation expense | $ 10,527 | $ 11,224 | $ 22,159 | $ 21,553 |
Unrecognized compensation expenses | 49,900 | $ 49,900 | ||
Period of recognition for unrecognized compensation expense | 1 year 8 months 12 days | |||
Cost of revenue | Subscriptions | ||||
Equity Incentive Plans | ||||
Total share-based compensation expense | 1,010 | 1,031 | $ 1,999 | 1,279 |
Cost of revenue | Professional services | ||||
Equity Incentive Plans | ||||
Total share-based compensation expense | 488 | 409 | 958 | 815 |
Sales and marketing | ||||
Equity Incentive Plans | ||||
Total share-based compensation expense | 3,522 | 3,737 | 7,550 | 6,191 |
Research and development | ||||
Equity Incentive Plans | ||||
Total share-based compensation expense | 1,940 | 2,715 | 4,542 | 5,672 |
General and administrative | ||||
Equity Incentive Plans | ||||
Total share-based compensation expense | $ 3,567 | $ 3,332 | $ 7,110 | $ 7,596 |
Income Tax (Details)
Income Tax (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Annual effective tax rate | 1.30% | (0.20%) | 0.40% | (0.20%) |