Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2020 | |
Document and Entity Information | |
Document Type | S-1 |
Entity Registrant Name | PING IDENTITY HOLDING CORP. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001679826 |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||||||
Cash and cash equivalents | $ 169,022 | $ 67,637 | $ 83,364 | $ 83,499 | $ 20,969 | |
Accounts receivable, net of allowances of $873 and $455 at December 31, 2019 and December 31, 2018, respectively | 54,456 | 67,642 | 50,108 | |||
Contract assets, current | 67,966 | 70,031 | 53,435 | |||
Deferred commissions, current | 5,303 | 5,814 | 3,831 | 3,746 | 1,858 | |
Prepaid expenses | 9,032 | 12,768 | 8,508 | |||
Other current assets | 1,570 | 3,774 | 2,136 | |||
Total current assets | 307,349 | 227,666 | 201,432 | |||
Noncurrent assets: | ||||||
Property and equipment, net | 11,029 | 11,183 | 5,630 | |||
Goodwill | 418,711 | 417,696 | 417,696 | 401,724 | ||
Intangible assets, net | 186,936 | 187,868 | 207,043 | |||
Contract assets, noncurrent | 17,247 | 15,979 | 14,033 | |||
Deferred commissions, noncurrent | 7,801 | 7,856 | 7,104 | 7,287 | 4,496 | |
Deferred income taxes, net | 2,532 | 2,755 | 1,829 | |||
Other noncurrent assets | 1,745 | 1,808 | 2,073 | |||
Total noncurrent assets | 660,462 | 645,145 | 655,591 | |||
Total assets | 967,811 | 872,811 | 857,023 | |||
Current liabilities: | ||||||
Accounts payable | 3,858 | 1,118 | 1,766 | |||
Accrued expenses and other current liabilities | 9,377 | 9,302 | 7,906 | |||
Accrued compensation | 11,931 | 18,126 | 18,394 | |||
Deferred revenue, current | 35,168 | 45,446 | 31,493 | |||
Current portion of long-term debt | 0 | 2,500 | ||||
Total current liabilities | 63,291 | 73,992 | 62,059 | |||
Noncurrent liabilities: | ||||||
Deferred revenue, noncurrent | 3,175 | 2,061 | 3,874 | |||
Long-term debt, net of current portion | 148,826 | 50,941 | 241,051 | |||
Deferred income taxes, net | 27,603 | 30,571 | 39,112 | |||
Other liabilities, noncurrent | 4,775 | 1,822 | ||||
Total noncurrent liabilities | 196,495 | 88,348 | 285,859 | |||
Total liabilities | 259,786 | 162,340 | 347,918 | |||
Commitments and contingencies (Note 12) | ||||||
Stockholders' equity: | ||||||
Preferred stock; $0.001 par value; 50,000,000 and 34,000,000 shares authorized at December 31, 2019 and December 31, 2018, respectively; no shares issued or outstanding at December 31, 2019 or December 31, 2018 | ||||||
Common stock; $0.001 par value; 500,000,000 and 85,000,000 shares authorized at December 31, 2019 and December 31, 2018, respectively; 79,632,500 and 65,000,816 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively | 80 | 80 | 65 | |||
Additional paid-in capital | 721,181 | 718,446 | 515,979 | |||
Accumulated other comprehensive loss | (1,414) | (399) | (787) | |||
Accumulated deficit | (11,822) | (7,656) | (6,152) | |||
Total stockholders' equity | 708,025 | 710,471 | $ 505,500 | 509,105 | $ 520,680 | $ 498,761 |
Total liabilities and stockholders' equity | $ 967,811 | $ 872,811 | $ 857,023 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 23, 2019 | Sep. 05, 2019 | Sep. 04, 2019 | Dec. 31, 2018 | Jun. 30, 2016 |
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||
Accounts receivable, allowances | $ 953 | $ 873 | $ 455 | ||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | 34,000,000 | 34,000,000 | 34,000,000 | |
Preferred stock, issued (in shares) | 0 | 0 | 0 | ||||
Preferred stock, outstanding (in shares) | 0 | 0 | 0 | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 85,000,000 | 85,000,000 | 85,000,000 |
Common stock, issued (in shares) | 79,923,114 | 79,632,500 | 65,000,816 | ||||
Common stock, outstanding (in shares) | 79,923,114 | 79,632,500 | 65,000,816 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue: | |||||
Total revenue | $ 61,412 | $ 50,438 | $ 242,898 | $ 201,562 | $ 172,539 |
Cost of revenue: | |||||
Amortization expense | 4,602 | 3,866 | 16,338 | 14,396 | 12,626 |
Total cost of revenue | 15,724 | 12,288 | 55,704 | 44,611 | 35,835 |
Gross profit | 45,688 | 38,150 | 187,194 | 156,951 | 136,704 |
Operating expenses: | |||||
Sales and marketing | 22,190 | 17,308 | 78,889 | 60,140 | 49,481 |
Research and development | 12,214 | 11,454 | 46,016 | 36,229 | 26,215 |
General and administrative | 11,389 | 7,084 | 38,293 | 28,355 | 20,202 |
Depreciation and amortization | 4,249 | 4,121 | 16,639 | 16,341 | 16,526 |
Total operating expenses | 50,042 | 39,967 | 179,837 | 141,065 | 112,424 |
Loss from operations | (4,354) | (1,817) | 7,357 | 15,886 | 24,280 |
Other income (expense): | |||||
Interest expense | (506) | (4,116) | (12,914) | (15,837) | (19,277) |
Loss on extinguishment of debt | (4,532) | (9,785) | |||
Other income (expense), net | (1,250) | (9) | 363 | (335) | 773 |
Total other income (expense) | (1,756) | (4,125) | (17,083) | (25,957) | (18,504) |
Loss before income taxes | (6,110) | (5,942) | (9,726) | (10,071) | 5,776 |
Benefit (provision) for income taxes | 1,944 | 1,063 | 8,222 | (3,375) | 13,185 |
Net loss | (4,166) | (4,879) | $ (1,504) | $ (13,446) | $ 18,961 |
Net income (loss) per share: | |||||
Basic | $ (0.02) | $ (0.21) | $ 0.29 | ||
Diluted | $ (0.02) | $ (0.21) | $ 0.29 | ||
Weighted-average shares used in computing net income (loss) per share: | |||||
Basic | 68,906 | 65,002 | 64,984 | ||
Diluted | 68,906 | 65,002 | 64,991 | ||
Subscription | |||||
Revenue: | |||||
Total revenue | 56,818 | 47,620 | $ 225,345 | $ 184,991 | $ 160,219 |
Cost of revenue: | |||||
Cost of revenue (exclusive of amortization shown below) | 7,109 | 5,181 | 24,044 | 17,512 | 14,054 |
Professional services and other | |||||
Revenue: | |||||
Total revenue | 4,594 | 2,818 | 17,553 | 16,571 | 12,320 |
Cost of revenue: | |||||
Cost of revenue (exclusive of amortization shown below) | $ 4,013 | $ 3,241 | $ 15,322 | $ 12,703 | $ 9,155 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||||
Net income (loss) | $ (4,166) | $ (4,879) | $ (1,504) | $ (13,446) | $ 18,961 |
Other comprehensive income (loss), net of tax: | |||||
Foreign currency translation adjustments | (1,015) | 215 | 388 | (901) | 333 |
Total other comprehensive income (loss) | (1,015) | 215 | 388 | (901) | 333 |
Comprehensive loss | $ (5,181) | $ (4,664) | $ (1,116) | $ (14,347) | $ 19,294 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Accumulated Deficit) | Total |
Balances at Dec. 31, 2016 | $ 65 | $ 510,544 | $ (219) | $ (11,629) | $ 498,761 |
Balances (in shares) at Dec. 31, 2016 | 64,978,418 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net income (loss) | 18,961 | 18,961 | |||
Stock-based compensation | 2,524 | 2,524 | |||
Exercise of stock options | 101 | 101 | |||
Exercise of stock options (in shares) | 12,920 | ||||
Vesting of restricted stock (in shares) | 5,313 | ||||
Foreign currency translation adjustments, net of tax | 333 | 333 | |||
Balances at Dec. 31, 2017 | $ 65 | 513,169 | 114 | 7,332 | 520,680 |
Balances (in shares) at Dec. 31, 2017 | 64,996,651 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net income (loss) | (13,446) | (13,446) | |||
Stock-based compensation | 2,848 | 2,848 | |||
Vesting of restricted stock (in shares) | 10,625 | ||||
Repurchase of common stock | (76) | (76) | |||
Repurchase of common stock (in shares) | (6,460) | ||||
Foreign currency translation adjustments, net of tax | (901) | (901) | |||
Balances at Dec. 31, 2018 | $ 65 | 515,979 | (787) | (6,152) | 509,105 |
Balances (in shares) at Dec. 31, 2018 | 65,000,816 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Cumulative-effect adjustment for adoption of ASU 2016-09 | 38 | (38) | |||
Net income (loss) | (4,879) | (4,879) | |||
Stock-based compensation | 1,059 | 1,059 | |||
Vesting of restricted stock (in shares) | 5,312 | ||||
Foreign currency translation adjustments, net of tax | 215 | 215 | |||
Balances at Mar. 31, 2019 | $ 65 | 517,038 | (572) | (11,031) | 505,500 |
Balances (in shares) at Mar. 31, 2019 | 65,006,128 | ||||
Balances at Dec. 31, 2018 | $ 65 | 515,979 | (787) | (6,152) | 509,105 |
Balances (in shares) at Dec. 31, 2018 | 65,000,816 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net income (loss) | (1,504) | (1,504) | |||
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and offering costs | $ 15 | 194,564 | 194,579 | ||
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and offering costs (in shares) | 14,375,000 | ||||
Stock-based compensation | 6,332 | 6,332 | |||
Exercise of stock options | 1,571 | 1,571 | |||
Exercise of stock options (in shares) | 199,522 | ||||
Vesting of restricted stock (in shares) | 57,162 | ||||
Foreign currency translation adjustments, net of tax | 388 | 388 | |||
Balances at Dec. 31, 2019 | $ 80 | 718,446 | (399) | (7,656) | 710,471 |
Balances (in shares) at Dec. 31, 2019 | 79,632,500 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net income (loss) | (4,166) | (4,166) | |||
Stock-based compensation | 2,600 | 2,600 | |||
Exercise of stock options | 135 | 135 | |||
Exercise of stock options (in shares) | 273,444 | ||||
Vesting of restricted stock (in shares) | 17,170 | ||||
Foreign currency translation adjustments, net of tax | (1,015) | (1,015) | |||
Balances at Mar. 31, 2020 | $ 80 | $ 721,181 | $ (1,414) | $ (11,822) | $ 708,025 |
Balances (in shares) at Mar. 31, 2020 | 79,923,114 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | |||
Net income (loss) | $ (1,504) | $ (13,446) | $ 18,961 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Loss on extinguishment of debt | 4,532 | 9,785 | |
Depreciation and amortization | 32,977 | 30,737 | 29,152 |
Stock-based compensation expense | 6,332 | 2,848 | 2,524 |
Amortization of deferred commissions | 6,423 | 5,302 | 3,460 |
Amortization of deferred debt issuance costs | 679 | 889 | 1,372 |
Deferred taxes | (9,379) | 3,073 | (13,286) |
Other | 166 | (440) | 61 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (18,046) | (1,465) | (9,967) |
Contract assets | (18,542) | (6,806) | (22,171) |
Deferred commissions | (9,060) | (9,981) | (7,693) |
Prepaid expenses and other current assets | (6,586) | (5,770) | (218) |
Other assets | 373 | (763) | (31) |
Accounts payable | (624) | 298 | (34) |
Accrued compensation | (404) | 6,070 | (1,087) |
Accrued expenses and other | 6,318 | 1,113 | (3,824) |
Deferred revenue | 12,140 | 1,442 | 6,204 |
Net cash provided by operating activities | 5,795 | 22,886 | 3,423 |
Cash flows from investing activities | |||
Purchases of property and equipment and other | (8,696) | (3,437) | (2,519) |
Capitalized software development costs | (10,460) | (6,310) | (3,442) |
Acquisition of Elastic Beam, net of cash acquired of $0 | (17,414) | ||
Other investing activities | (600) | 500 | |
Net cash used in investing activities | (19,756) | (26,661) | (5,961) |
Cash flows from financing activities | |||
Payment of Elastic Beam consideration and holdbacks | (1,136) | ||
Proceeds from initial public offering, net of underwriting discounts and commissions | 200,531 | ||
Payment of offering costs | (5,164) | (493) | |
Proceeds from stock option exercises | 1,571 | 101 | |
Repurchase of common stock | (76) | ||
Proceeds from long-term debt | 52,177 | 250,000 | |
Issuance costs of long-term debt | (1,249) | (5,994) | |
Payment of long-term debt | (248,750) | (171,250) | |
Payment of debt extinguishment costs | (5,085) | ||
Net cash provided by (used in) financing activities | (2,020) | 67,102 | 101 |
Effect of exchange rates on cash and cash equivalents and restricted cash | 224 | (653) | 274 |
Net increase (decrease) in cash and cash equivalents and restricted cash | (15,757) | 62,674 | (2,163) |
Cash and cash equivalents and restricted cash | |||
Beginning of period | 84,143 | 21,469 | 23,632 |
End of period | 68,386 | 84,143 | 21,469 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 12,169 | 13,598 | 20,758 |
Cash paid for taxes | 1,073 | 284 | 198 |
Noncash investing and financing activities: | |||
Purchases of property and equipment, accrued but not yet paid | 218 | 77 | $ 367 |
Accruals related to the acquisition of Elastic Beam | 1,560 | ||
Offering costs, accrued but not yet paid | $ 295 | $ 833 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||
Cash acquired | $ 0 | $ 0 | ||||
Reconciliation of cash and cash equivalents and restricted cash within the consolidated balance sheets to the amounts shown in the statements of cash flows above: | ||||||
Cash and cash equivalents | 169,022 | 67,637 | $ 83,364 | $ 83,499 | $ 20,969 | |
Restricted cash included in other noncurrent assets | 740 | 749 | 649 | 644 | 500 | |
Total cash and cash equivalents and restricted cash | $ 169,762 | $ 68,386 | $ 84,013 | $ 84,143 | $ 21,469 | $ 23,632 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Overview and Basis of Presentation | ||
Overview and Basis of Presentation | 1. Overview and Basis of Presentation Organization and Description of Business Ping Identity Holding Corp. and its wholly owned subsidiaries, referred to herein as the “Company,” is headquartered in Denver, Colorado with international locations principally in Canada, the United Kingdom, France, Australia, Israel and India. The Company, doing business as Ping Identity Corporation (“Ping Identity”), provides customers, employees and partners with secure access to any service, application or application programming interface (“API”), while also managing identity and profile data at scale. Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All amounts are reported in U.S. dollars. Unaudited Interim Condensed Consolidated Financial Information The accompanying interim condensed consolidated balance sheet as of March 31, 2020, the condensed consolidated statements of operations, of comprehensive loss, of cash flows and of stockholders’ equity for the three months ended March 31, 2020 and 2019, and the related footnote disclosures are unaudited. The condensed consolidated balance sheet data as of December 31, 2019 was derived from audited financial statements, but does not include all disclosures required by GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in management’s opinion, include all adjustments necessary to state fairly the consolidated financial position of the Company as of March 31, 2020, the results of operations for the three months ended March 31, 2020 and 2019, and cash flows for the three months ended March 31, 2020 and 2019. The results for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future period. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, establishing allowances for doubtful accounts, determining useful lives for finite-lived assets, assessing the recoverability of long-lived assets, determining the fair values of assets acquired and liabilities assumed in business combinations, determining the value of right-of-use assets and lease liabilities, accounting for income taxes and related valuation allowances against deferred tax assets, valuing stock option awards and assessing the probability of the awards meeting vesting conditions, recognizing revenue, determining the amortization period for deferred commissions and assessing the accounting treatment for commitments and contingencies. Management evaluates these estimates and assumptions on an ongoing basis and makes estimates based on historical experience and various other assumptions that are believed to be reasonable. Actual results may differ from these estimates due to risks and uncertainties, including the uncertainty surrounding rapidly changing market and economic conditions due to the recent outbreak of the novel Coronavirus Disease 2019 ("COVID-19"). | 1. Overview and Basis of Presentation Organization and Description of Business Ping Identity Holding Corp. and its wholly owned subsidiaries, referred to herein as the “Company,” is headquartered in Denver, Colorado with international locations principally in Canada, Australia, France, the United Kingdom, Israel and India. The Company, doing business as Ping Identity Corporation (“Ping Identity”), provides customers, employees and partners with secure access to any service, application or API, while also managing identity and profile data at scale. Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All amounts are reported in U.S. dollars. Certain amounts as of and for the year ended December 31, 2017 have been reclassified to conform with current period presentation. Initial Public Offering On September 23, 2019, the Company closed its initial public offering (“IPO”) through which it issued and sold 12,500,000 shares of common stock at a price per share of $15.00. Additionally, the Company registered 1,875,000 shares of common stock in connection with the underwriters’ overallotment option to purchase additional shares on the same terms and conditions. The underwriters’ overallotment option was exercised in full and closed on October 22, 2019. In connection with the IPO, the Company raised $194.6 million in net proceeds, after deducting underwriting discounts and commissions of $15.1 million and offering expenses of $5.9 million. On September 23, 2019, the Company used the net proceeds from the IPO to repay $170.3 million of its outstanding debt and after the closing of the underwriters’ overallotment option to purchase additional shares, the Company repaid an additional $26.1 million of its outstanding debt, as discussed in Note 7. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, establishing allowances for doubtful accounts, determining useful lives for finite-lived assets, assessing the recoverability of long-lived assets, determining the fair values of assets acquired and liabilities assumed in business combinations, accounting for income taxes and related valuation allowances against deferred tax assets, valuing stock option awards and assessing the probability of the awards meeting vesting conditions, recognizing revenue, determining the amortization period for deferred commissions and assessing the accounting treatment for commitments and contingencies. Management evaluates these estimates and assumptions on an ongoing basis and makes estimates based on historical experience and various other assumptions that are believed to be reasonable. Actual results may differ from these estimates. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The Company’s significant accounting policies are discussed in “Note 2 — Summary of Significant Accounting Policies” to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Except for accounting policies related to the adoption of the new leasing standard as described herein, there have been no significant changes to these policies that have had a material impact on the Company’s condensed consolidated financial statements and related notes for the three months ended March 31, 2020. The following describes the impact of certain policies. Revenue Recognition The Company recognizes revenue under Accounting Standards Codification Topic 606 (“ASC 606”), Revenue from Contracts with Customers Disaggregation of Revenue The following table presents revenue by category: Three Months Ended March 31, 2020 2019 Subscription term-based licenses: Multi-year subscription term-based licenses $ 23,988 $ 23,431 1-year subscription term-based licenses 14,149 9,294 Total subscription term-based licenses 38,137 32,725 Subscription SaaS and support and maintenance 18,681 14,895 Professional services and other 4,594 2,818 Total revenue $ 61,412 $ 50,438 The following table presents revenue by geographic region, which is based on the delivery address of the customer, and is summarized by geographic area: Three Months Ended March 31, 2020 2019 United States $ 43,029 $ 38,231 International 18,383 12,207 Total revenue $ 61,412 $ 50,438 Other than the United States, no other individual country exceeded 10% of total revenue for the three months ended March 31, 2020 or 2019. Contract Balances Contract assets represent amounts for which the Company has recognized revenue, pursuant to its revenue recognition policy, for contracts that have not yet been invoiced to customers where there is a remaining performance obligation, typically for multi-year arrangements. Three Months Ended March 31, 2020 2019 Beginning balance $ 86,010 $ 67,468 Ending balance 85,213 70,300 Change $ (797) $ 2,832 Contract liabilities consist of customer billings in advance of revenue being recognized. The opening and closing balances of contract liabilities included in deferred revenue were as follows: Three Months Ended March 31, 2020 2019 Beginning balance $ 47,507 $ 35,367 Ending balance 38,343 37,975 Change $ (9,164) $ 2,608 The change in deferred revenue relates primarily to invoicing customers and recognizing revenue in conjunction with the satisfaction of performance obligations. Revenue recognized during the three months ended March 31, 2020 and 2019 that was included in the deferred revenue balances at the beginning of the respective periods was as follows: Three Months Ended March 31, 2020 2019 Deferred revenue recognized as revenue $ 22,968 $ 15,536 Remaining Performance Obligations Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and noncancelable amounts to be invoiced. As of March 31, 2020, the Company had $116.6 million of transaction price allocated to remaining performance obligations, of which 90% is expected to be recognized as revenue over the next 24 months, with the remainder to be recognized thereafter. Deferred Commissions The following table summarizes the account activity of deferred commissions for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 2019 Beginning balance $ 13,670 $ 11,033 Additions to deferred commissions 1,536 1,298 Amortization of deferred commissions (2,102) (1,396) Ending balance $ 13,104 $ 10,935 Deferred commissions, current $ 5,303 $ 3,831 Deferred commissions, noncurrent 7,801 7,104 Total deferred commissions $ 13,104 $ 10,935 Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases Effective January 1, 2020, the Company adopted ASC 842 using the modified retrospective transition approach through a cumulative-effect adjustment, which resulted in the recognition of right-of-use assets of $14.6 million and lease liabilities of $18.9 million. As part of applying the modified retrospective transition method, the Company elected to apply the package of transition practical expedients within the new guidance. As required by ASC 842, these expedients have been elected as a package and have been consistently applied across the Company’s lease portfolio. Given this election, the Company need not reassess the following: ● whether any expired or existing contracts are or contain leases; ● the lease classification for any expired or existing leases; or ● the treatment of initial direct costs relating to any existing leases. The Company also elected to apply the transition practical expedient to use hindsight in determining lease term and in assessing impairment of right-of-use assets. As a result of adoption of this standard and election of the transition practical expedients, the Company recognized right-of-use assets and lease liabilities for those leases classified as operating leases under ASC 840 that continued to be classified as operating leases under ASC 842 at the later of (1) the earliest period presented or (2) the applicable lease commencement date. In applying the modified retrospective transition method to these leases, the Company measured lease liabilities at the present value of the sum of remaining minimum rental payments (as defined under ASC 840), as the leases contained no residual value guarantees. These lease liabilities have been measured using the Company’s incremental borrowing rates at the later of (1) the earliest period presented or (2) the commencement date of the applicable lease. Additionally, right-of-use assets for these operating leases have been measured as the initial measurement of applicable lease liabilities adjusted for any prepaid/accrued rent and unamortized lease incentives. The adoption of ASC 842 did not have a material impact on the condensed consolidated statements of cash flows or condensed consolidated statements of operations and comprehensive loss. Expanded disclosures around the Company’s lease agreements under ASC 842 are included in Note 12 of these condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments method, which will generally result in earlier recognition of allowances for losses. In February 2020, the FASB issued ASU No. 2020-02, Financial Instruments – Credit Losses (Topic 326) In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB issued ASU No. 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 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) | 2. Summary of Significant Accounting Policies Stock Split On September 5, 2019, the Company effected a 170-for-1 stock split of its issued and outstanding shares of common stock and made comparable and equitable adjustments to its equity awards in accordance with the terms of the awards. The par value of the common and preferred stock was not adjusted as a result of the stock split. Accordingly, all share and per share amounts for the periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retrospectively, where applicable, to reflect this stock split. In connection with the stock split, the Company’s Board of Directors (the “Board”) and stockholders approved the Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 85,000,000 shares (after giving effect to the stock split) to 500,000,000 shares and to increase the number of authorized shares of preferred stock from 34,000,000 shares (after giving effect to the stock split) to 50,000,000 shares. Offering Costs Prior to the IPO, the Company capitalized offering costs incurred in connection with the anticipated sale of common stock in the IPO, including legal, accounting, printing and other IPO-related costs. The balance of offering costs included within prepaid expenses and other current assets at December 31, 2018 was $1.3 million. Upon completion of the IPO and the exercise of the underwriters’ option to purchase additional shares, $5.5 million and $0.4 million, respectively, of offering costs were reclassified to stockholders’ equity and recorded against the proceeds received by the Company. Segment and Geographic Information The Company operates in a single operating segment. Operating segments are defined as components of an enterprise for which discrete financial information is available and is regularly reviewed by the chief operating decision maker in order to make decisions regarding resource allocation and performance assessment. The Company has determined that its chief operating decision maker is its Chief Executive Officer. The Company's chief operating decision maker reviews the Company's financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements. Revenue by geographic region is based on the delivery address of the customer, and is summarized by geographic area as follows: Year Ended December 31, 2019 2018 2017 (in thousands) United States $ 188,283 $ 154,609 $ 130,135 International 54,615 46,953 42,404 Total revenue $ 242,898 $ 201,562 $ 172,539 Other than the United States, no other individual country exceeded 10% of total revenue for the years ended December 31, 2019, 2018 or 2017. The Company's long-lived assets are composed of property and equipment, net, and are summarized by geographic area as follows: December 31, 2019 2018 (in thousands) United States $ 10,015 $ 4,388 International 1,168 1,242 Total property and equipment, net $ 11,183 $ 5,630 Outside of the United States and Canada, no other individual country held greater than 10% of total long-lived assets at December 31, 2019 or 2018. Foreign Currency The reporting currency of the Company is the U.S. dollar. For the subsidiary where the U.S. dollar is the functional currency, foreign currency denominated monetary assets and liabilities are remeasured into U.S. dollars at current exchange rates and foreign currency denominated nonmonetary assets and liabilities are remeasured into U.S. dollars at historical exchange rates. . Resulting gains and losses are recorded in in the consolidated statements of operations in the period of occurrence. The Company’s foreign subsidiaries are translated from the applicable functional currency to the U.S. dollar using the average exchange rates during the reporting period, while assets and liabilities are translated at the period-end exchange rates. Resulting gains or losses from translating foreign currency are included in accumulated other comprehensive income (loss). Cash and Cash Equivalents Cash consists of deposits with financial institutions whereas cash equivalents primarily consist of money market funds. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable represent amounts owed to the Company by its customers that are recorded at the invoiced amount. The Company reports accounts receivable net of allowance for doubtful accounts. Management makes judgments and estimates of the probable loss related to uncollectible accounts receivable considering a number of factors including collection trends, prevailing and anticipated economic conditions, and specific customer credit risk. The Company’s allowance for doubtful accounts activity has historically not been significant. Probable losses are recorded in general and administrative expense in the accompanying consolidated statements of operations. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Concentrations of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents on deposit at several financial institutions as well as accounts receivable. The Company deposits cash with high-credit-quality financial institutions, which, at times, may exceed federally insured amounts. The Company invests its cash equivalents in highly-rated money market funds. Additionally, the Company performs ongoing credit evaluations of its customers’ financial condition and will limit the amount of credit as deemed necessary, but currently does not require collateral from customers. As of December 31, 2019 and 2018, no single customer represented greater than 10% of accounts receivable. For the years ended December 31, 2019, 2018 and 2017, no single customer represented greater than 10% of revenue. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-level valuation hierarchy for the disclosure of fair value measurements. The determination of the applicable level within the hierarchy of a particular asset or liability depends on the inputs used in its valuation as of the measurement date, and notably the extent to which the inputs are market-based (observable) or internally determined (unobservable). The three levels are defined as follows: ● Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2: Observable inputs, other than Level 1 inputs, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3: Unobservable inputs reflecting the Company’s own assumptions used to measure assets and liabilities at fair value and which require significant management judgment or estimation. Property and Equipment Property and equipment are stated at historical cost less accumulated depreciation. Maintenance, repairs and minor renewals are expensed as incurred. Depreciation is computed using the straight-line method based on the following estimated useful lives: Asset Type Useful Life Computer equipment 3 years Purchased computer software 1 - 3 years Furniture and fixtures 3 - 5 years Leasehold improvements Lesser of the lease term or 10 years Other 3 - 5 years Capitalized Software Costs Costs for the development of new software products sold to customers and substantial enhancements to existing software products sold to customers are expensed as incurred until technological feasibility has been established, at which time any additional costs are capitalized during the development stage and until the software is generally released. The Company believes its current process for developing software will be essentially completed concurrently with the establishment of technological feasibility; hence, no costs have been capitalized to date. For development costs related to software to be used internally, the Company follows guidance of Accounting Standards Codification Topic 350-40, Internal Use Software and requires companies to capitalize qualifying computer software costs that are incurred during the application development stage. These capitalized costs are included in intangible assets in the consolidated balance sheets and are amortized on a straight-line basis over the expected useful life of the software, which is estimated to be between three The Company capitalizes the cost of software purchased from third-party vendors and has classified such costs as property and equipment in the consolidated balance sheets. These costs are amortized over their useful lives, which are primarily estimated to be three years. Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations using the acquisition method of accounting, which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. The Company evaluates goodwill for impairment annually in the fourth quarter of each year and as events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company’s test for goodwill impairment starts with a qualitative assessment to determine whether it is necessary to perform a quantitative goodwill impairment test. If qualitative factors indicate that the fair value of the reporting unit is more likely than not less than its carrying amount, then a quantitative goodwill impairment test is performed. Under the quantitative impairment test, if the carrying amount of the reporting unit exceeds its fair value, then an impairment loss is recognized in an amount equal to that excess, not to exceed the total amount of goodwill. For purposes of the annual impairment test, the Company has determined it has one reporting unit. There was no impairment of goodwill recorded during the years ended December 31, 2019, 2018 or 2017. Intangible Assets Intangible assets with finite lives arising from business combinations are initially recorded at fair value and amortized over their useful lives using the straight-line method. The estimated useful life for each acquired intangible asset class is as follows: Asset Type Useful Life Developed technology 4 - 9 years Customer relationships 9 - 13 years Trade names 10 years Product backlog 2 - 3 years Non-compete agreements 3 years The Company records acquired in-process research and development as indefinite-lived intangible assets. Purchased intangible assets with indefinite lives are not amortized but assessed for potential impairment annually and when events or circumstances indicate that their carrying amounts might be impaired. Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment and finite-lived intangible assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Such events and changes may include significant changes in performance relative to expected operating results, significant changes in asset use, significant negative industry or economic trends and changes in the Company’s business strategy. An impairment loss is recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. There were no events or changes in circumstances that indicated the Company’s long-lived assets were impaired Deferred Debt Issuance Costs Issuance costs incurred to obtain debt financing are deferred and amortized to interest expense using the effective interest method over the contractual term of the debt. Total deferred debt issuance costs incurred by the Company were $1.2 million, $6.0 million and $6.8 million related to the 2019 Credit Facilities, the 2018 Credit Facilities, and the 2016 Credit Facilities respectively (discussed in Note 7). The carrying value of deferred debt issuance costs was $1.2 million and $5.2 million at December 31, 2019 and 2018, respectively, which is included as a reduction to long-term debt in the accompanying consolidated balance sheets. Deferred Rent Certain of the Company’s operating leases contain credits for tenant improvements, rent holidays and rent escalation clauses. For these leases, the Company recognizes the related rent expense on a straight-line basis. The difference between the amounts charged to expense and the rent paid is recorded as deferred lease costs and amortized over the lease term. Revenue Recognition The Company recognizes revenue under Accounting Standards Codification Topic 606, Revenue from Contracts with Customers 1. Identification of the contract with a customer The Company contracts with its customers through order forms, which in some cases are governed by master sales agreements. The Company determines that it has a contract with a customer when the order form has been approved, each party’s rights regarding the products or services to be transferred can be identified, the payment terms for the products or services can be identified, the Company has determined the customer has the ability and intent to pay and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit, reputation and financial or other information pertaining to the customer. At contract inception, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. 2. Determination of whether the goods or services in a contract comprise performance obligations Performance obligations promised in a contract are identified based on the products and services that will be transferred to the customer that are both (i) capable of being distinct, whereby the customer can benefit from a product or service either on its own or together with other resources that are readily available from third parties or from the Company, and (ii) are distinct in the context of the contract, whereby the transfer of certain products or services is separately identifiable from other promises in the contract. The Company sells its solutions through subscription-based contracts. The Company’s subscriptions for solutions deployed on-premise within the customer’s technology infrastructure are comprised of a term-based license and an obligation to provide support and maintenance, where the term-based license and the support and maintenance constitute separate performance obligations. The Company’s SaaS subscriptions provide customers the right to access cloud-hosted software and support for the SaaS service, which the Company considers to be a single performance obligation. The Company also renews subscriptions for support and maintenance, which the Company considers to be a single performance obligation. Professional services consist of consulting and training services. These services are distinct performance obligations from subscriptions and do not result in significant customization of the software. 3. Measurement of the transaction price The Company determines the transaction price based on the consideration that the Company expects to receive in exchange for transferring the promised goods or services to the customer. This transaction price is exclusive of amounts collected on behalf of third parties, such as sales tax and value-added tax. The Company does not offer refunds, rebates or credits to customers in the normal course of business, so the impact of variable consideration has not been material. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts generally do not include a significant financing component. The primary purpose of the Company’s invoicing terms is to provide customers with a simple and predictable way to purchase the Company’s subscriptions, not to provide customers with financing. 4. Allocation of the transaction price to separate performance obligations 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 each obligation’s relative standalone selling price (“SSP”). The SSP is determined based on the prices at which the Company separately sells the product, assuming the majority of these fall within a pricing range. In instances where SSP is not directly observable, such as when the Company does not sell the software license separately, the Company determines the SSP using information that may include market conditions and other observable inputs that can require significant judgment. There is typically a range of standalone selling prices for individual products and services based on a stratification of those products and services by quantity and other circumstances. If one of the performance obligations is outside of the SSP range, the Company determines SSP to be the nearest endpoint of the range. 5. Recognition of revenue when or as the Company satisfies each performance obligation Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product or service to the customer. The Company’s software subscriptions include both upfront revenue recognition when the Company transfers control of the term-based license to the customer, as well as revenue recognized ratably over the contract period for support and maintenance based on the stand-ready nature of these subscription elements. Revenue for the Company’s SaaS products is recognized ratably over the contract period as the Company satisfies the performance obligation. Professional services revenue provided on a time and materials basis is recognized as these services are performed. Revenue from training services and sponsorship fees is recognized on the date the services are complete. The Company generates sales directly through its sales team as well as through its channel partners. Where channel partners are involved, the Company has determined that it is the principal in these arrangements. Sales to channel partners are generally made at a discount, and revenues are recorded at the discounted price once the revenue recognition criteria above have been met. In certain instances, the Company pays referral fees to its partners, which the Company has determined to be commensurate with internal sales commissions and thus records these payments as sales commissions. Channel partners generally receive an order from an end customer prior to placing an order with the Company, and payment from channel partners is not contingent on the partner’s collection from end customers. Disaggregation of Revenue The following table presents revenue by category: Year Ended December 31, 2019 2018 2017 (in thousands) Subscription term-based licenses: Multi-year subscription term-based licenses $ 113,151 $ 88,925 $ 86,421 1-year subscription term-based licenses 48,255 44,743 35,678 Total subscription term-based licenses 161,406 133,668 122,099 Subscription SaaS and support and maintenance 63,939 51,323 38,120 Professional services and other 17,553 16,571 12,320 Total revenue $ 242,898 $ 201,562 $ 172,539 Contract Balances Contract assets represent amounts for which the Company has recognized revenue, pursuant to its revenue recognition policy, for contracts that have not yet been invoiced to customers where there is a remaining performance obligation, typically for multi-year arrangements. The opening and closing balances of contract assets were as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Beginning balance $ 67,468 $ 60,662 $ 38,491 Ending balance 86,010 67,468 60,662 Change $ 18,542 $ 6,806 $ 22,171 Contract liabilities consist of customer billings in advance of revenue being recognized. The Company primarily invoices its customers for subscription arrangements annually in advance, though certain contracts require invoicing for the entire subscription in advance. 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, noncurrent in the consolidated balance sheets. The opening and closing balances of contract liabilities included in deferred revenue were as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Beginning balance $ 35,367 $ 33,810 $ 27,606 Ending balance 47,507 35,367 33,810 Change $ 12,140 $ 1,557 $ 6,204 The change in deferred revenue relates primarily to invoicing customers and recognizing revenue in conjunction with the satisfaction of performance obligations. Revenue recognized during the years ended December 31, 2019, 2018 and 2017 that was included in the deferred revenue balances at the beginning of the respective periods was as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Deferred revenue recognized as revenue $ 33,100 $ 31,391 $ 26,332 Remaining Performance Obligations Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and noncancelable amounts to be invoiced. As of December 31, 2019, the Company had $135.6 million of transaction price allocated to remaining performance obligations, of which 89% is expected to be recognized as revenue over the next 24 months, with the remainder to be recognized thereafter. Deferred Commissions Sales commissions earned by the Company’s internal and external sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for new contracts and additional sales to existing customers are deferred and recorded in deferred commissions, current and noncurrent in the Company’s consolidated balance sheets. Deferred commissions are amortized over the period of benefit, which the Company has determined to be generally four years. The Company determined the period of benefit by taking into consideration its customer contracts, its technology and other factors. Deferred commissions are amortized consistent with the pattern of revenue recognition for each performance obligation for contracts for which the commissions were earned. The Company includes amortization of deferred commissions in sales and marketing expense in the consolidated statements of operations. The Company periodically reviews the carrying amount of deferred commissions to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs. The Company did not recognize an impairment of deferred commissions during the years ended December 31, 2019, 2018 or 2017. The following table summarizes the account activity of deferred commissions for the years ended December 31, 2019, 2018 and 2017: Year Ended December 31, 2019 2018 2017 (in thousands) Beginning balance $ 11,033 $ 6,354 $ 2,121 Additions to deferred commissions 9,060 9,981 7,693 Amortization of deferred commissions (6,423) (5,302) (3,460) Ending balance $ 13,670 $ 11,033 $ 6,354 Deferred commissions, current $ 5,814 $ 3,746 $ 1,858 Deferred commissions, noncurrent 7,856 7,287 4,496 Total deferred commissions $ 13,670 $ 11,033 $ 6,354 Research and Development Research and development costs include direct and allocated expenses. Other than software development costs that qualify for capitalization as discussed above, research and development costs are expensed as incurred. Advertising Costs The Company expenses advertising costs as incurred. Advertising expense is included within sales and marketing expense in the consolidated statements of operations. For the years ended December 31, 2019, 2018 and 2017, advertising expenses were $1.9 million, $1.5 million and $1.2 million, respectively. Stock-Based Compensation Stock-based compensation expense for time-based awards is determined based on the grant-date fair value, net of forfeitures, and is recognized on a straight-line basis over the requisite service period of the award, which is typically the vesting term of the award. Prior to the adoption of ASU 2016-09 on January 1, 2018, the Company estimated the forfeiture rate annually using its historical experience of forfeited awards. The Company then adjusted for actual forfeitures at each vesting date. After the adoption of ASU 2016-09, forfeitures are accounted for as they occur. Stock-based compensation expense for awards subject to both performance and market conditions is determined based on the grant-date fair value and is recognized on a graded vesting basis over the term of the award once it is probable that the performance conditions will be met. The fair value of each time-based option grant is estimated on the date of the grant using the Black-Scholes option pricing model. For awards subject to performance and market conditions, the Company uses a Monte Carlo simulation model, which utilizes multiple inputs to estimate the probability that market conditions will be achieved. Both models require highly subjective assumptions as inputs, including the following: ● Risk-free rate : The risk-free interest rate is based on the implied yield currently available on U.S. Treasury securities with a remaining term commensurate with the estimated expected term. ● Expected term : For time-based awards, the estimated expected term of options granted is generally calculated as the vesting period plus the midpoint of the remaining contractual term, as the Company does not have sufficient historical information to develop reasonable expectations surrounding future exercise patterns and post-vesting employment termination behavior. For awards subject to market and performance conditions, the expected term represents the period of time that the options granted are expected to be outstanding. ● Dividend yield : The Company uses a dividend yield of zero, as it does not currently issue dividends and has no plans to issue dividends in the foreseeable future. ● Volatility : Since the Company does not have substantive trading history of its common stock, expected volatility is estimated based on the historical volatility of peer companies over the period commensurate with the estimated expected term. ● Fair value : Prior to the IPO, there was no public market for the Company’s common stock, so the fair value of the shares of common stock was established by the Board using various inputs, including an independent valuation. Following the IPO, the Company’s shares are traded in the public market, and accordingly the Company uses the applicable closing price of its common stock to determine fair value. The following assumptions were used for time-based options granted during the years ended December 31, 2019, 2018 and 2017: Year Ended December 31, 2019 2018 2017 Risk-free rate — 2.6 % - 3.0 % 2.0 % - 2.2 % Expected term — 6.1 years 6.1 years Dividend yield — — — Volatility — 39 % - 42 % 38 % - 42 % Weighted-average grant date fair value of options granted during period — $4.84 $3.43 The following assumptions were used for awards subject to performance and market conditions that were granted during the years ended December 31, 2019, 2018 and 2017: Year Ended December 31, 2019 2018 2017 Risk-free rate — 2.5 % - 2.8 % 1.5 % - 1.9 % Expected term — 1.7 - 3.3 years 3.8 - 4.5 years Dividend yield — — — Volatility — 45 % - 55 % 57 % - 62 % Weighted-average grant date fair value of options granted during period — $2.29 $2.29 The Company calculates the fair value for restricted stock units (“RSUs”) based on the estimated fair value of the Company’s common stock on the date of grant and records compensation expense over the vesting period using a straight-line method. Prior to the adoption of ASU 2016-09, the Company factored an estimated forfeiture rate in calculating compensation expense on RSUs and adjusted for actual forfeitures upon the vesting of each tranche of RSUs. After the adoption of ASU 2016-09, forfeitures are accounted for as they occur. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statement basis and the income tax basis of assets and liabilities that will result in taxable or deductible amounts in the future. The Company’s temporary differences result primarily from net operating losses, stock compensation, deferred revenue, intangible assets and accrued expenses. Deferred income tax asset and liability computations are based on enacted tax laws and rates applicable to the years in which the differences are expected to affect taxable income. A valuation allowance is established when necessary to reduce deferred income tax assets to the amounts expected to be realized. The Company evaluates the tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are more likely than not of being sustained by the applicable tax authority. Tax positions not deemed to meet the more likely than not threshold would not be recorded as a tax benefit or expense in the current year. Interest and penalties related to income tax liabilities are included in the benefit (provision) for income taxes. Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period, plus the dilutive effects of RSUs and stock options. Dilutive shares of common stock are determined by applying the treasury stock method. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement disclosures upon the issuance of ASU 2018-13 while delaying the adoption of the additional disclosures until their effective date. The Company will adopt ASU 2018-13 in the first quarter of 2020 and does not expect it to have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting fo |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fair Value of Financial Instruments | ||
Fair Value of Financial Instruments | 3. Fair Value of Financial Instruments For financial assets and liabilities that are measured at fair value on a recurring basis at each reporting period, the Company uses a fair value hierarchy that prioritizes the use of observable inputs and minimizes the use of unobservable inputs. A financial instrument’s classification within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company invests primarily in money market funds, which are measured and recorded at fair value on a recurring basis and are classified within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. The fair value of these financial instruments were as follows: March 31, 2020 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Money market funds $ 50,055 $ — $ — $ 50,055 December 31, 2019 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Money market funds $ 47,858 $ — $ — $ 47,858 The carrying amounts of the Company’s accounts receivable, accounts payable and other current liabilities approximate their fair values due to their short maturities. The carrying value of the Company’s long-term debt approximates its fair value based on Level 2 inputs as the principal amounts outstanding are subject to variable interest rates that are based on market rates (see Note 7). | 3. Fair Value of Financial Instruments The Company invests primarily in money market funds, which are measured and recorded at fair value on a recurring basis and are classified within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. The fair value of these financial instruments were as follows: December 31, 2019 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Money market funds $ 47,858 $ — $ — $ 47,858 December 31, 2018 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Money market funds $ 57,974 $ — $ — $ 57,974 The carrying amounts of the Company’s accounts receivable, accounts payable and other current liabilities approximate their fair values due to their short maturities. The carrying value of the Company’s long-term debt approximates its fair value based on Level 2 inputs as the principal amounts outstanding are subject to variable interest rates that are based on market rates (see Note 7). |
Property and Equipment
Property and Equipment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Property and Equipment | ||
Property and Equipment | 4. Property and Equipment Property and equipment consisted of the following: March 31, December 31, 2020 2019 (in thousands) Computer equipment $ 5,899 $ 5,729 Furniture and fixtures 3,847 3,757 Purchased computer software 785 785 Leasehold improvements 7,448 7,086 Other 448 448 Property and equipment, gross 18,427 17,805 Less: Accumulated depreciation (7,398) (6,622) Property and equipment, net $ 11,029 $ 11,183 Depreciation expense for the three months ended March 31, 2020 and 2019 was $0.9 million and $0.7 million, respectively. | 4. Property and Equipment Property and equipment consisted of the following: December 31, 2019 2018 (in thousands) Computer equipment $ 5,729 $ 4,218 Furniture and fixtures 3,757 1,920 Purchased computer software 785 450 Leasehold improvements 7,086 2,868 Other 448 363 Property and equipment, gross 17,805 9,819 Less: Accumulated depreciation (6,622) (4,189) Property and equipment, net $ 11,183 $ 5,630 Depreciation expense for the years ended December 31, 2019, 2018 and 2017 was $3.1 million, $2.2 million and $1.9 million, respectively. |
Business Combinations
Business Combinations | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Business Combinations | ||
Business Combinations | 5 ShoCard, Inc. Acquisition On March 2, 2020, Ping Identity Corporation acquired 100% of the voting equity interest in ShoCard, Inc., a Delaware Corporation (“ShoCard”). ShoCard is a cloud-based mobile identity solution that offers identity services for verified claims. The purpose of this acquisition was to expand the Company’s identity proofing solutions. The total purchase price was $5.5 million. An additional $3.1 million and $2.3 million of contingent compensation is payable in common stock of the Company on the first and second anniversary of the acquisition, respectively, contingent on certain individuals remaining employed as of those dates and other service conditions. As these payments are subject to the continued employment of those individuals, they will be recognized through compensation expense as incurred. See Note 10 for additional details. The following table summarizes the preliminary allocation of the purchase price, based on the estimated fair value of the assets acquired and liabilities assumed at the acquisition date: March 2, 2020 Useful Life (in thousands) Fair value of net assets acquired Developed technology $ 3,550 7 years Goodwill 1,015 Indefinite Deferred tax asset 954 Other assets 11 Total assets acquired 5,530 Other liabilities (2) Total liabilities assumed (2) Net assets acquired $ 5,528 Goodwill is primarily attributable to the workforce acquired and the expected synergies arising from integrating ShoCard’s identity solution with the Company’s existing identity solutions. None of the goodwill is deductible for tax purposes. The Company incurred $0.5 million of acquisition-related expenses in conjunction with the ShoCard acquisition, which are included in general and administrative expenses on the condensed consolidated statement of operations for the three months ended March 31, 2020. Additional information around the ShoCard acquisition, such as that related to income tax and other contingencies existing as of the acquisition date but unknown to the Company, may become known during the remainder of the measurement period, not to exceed one year from the acquisition date, which may result in changes to the amounts and allocations recorded. Elastic Beam Inc. Acquisition On April 5, 2018, Ping Identity Corporation acquired 100% of the voting equity interest in Elastic Beam Inc., a Delaware Corporation (“Elastic Beam”). Elastic Beam is a machine learning/artificial intelligence API behavioral security software which detects, reports and stops cyberattacks on data and applications via APIs. The purpose of this acquisition was to expand the Company’s capabilities in identity security, particularly with regard to artificial intelligence. The total purchase price was $19.0 million, which includes up-front cash consideration of $17.4 million that was funded with existing cash resources, and $1.6 million, of which $1.1 million and $0.5 million is payable on the first and second anniversary of the acquisition, respectively. The Company paid the first anniversary payment of $1.1 million during 2019. $4.8 million and $4.2 million of contingent compensation is payable on the first and second anniversary of the acquisition, respectively, contingent on certain individuals remaining employed as of those dates. As these payments are subject to the continued employment of those individuals, they will be recognized through compensation expense as incurred. The Company paid the first anniversary payment of $4.8 million during 2019. The following table summarizes the allocation of the purchase price, based on the estimated fair value of the assets acquired and liabilities assumed at the acquisition date: April 5, 2018 Useful Life (in thousands) Fair value of net assets acquired In process research and development $ 3,006 Indefinite Goodwill 15,972 Indefinite Deferred tax asset 108 Other assets 3 Total assets acquired 19,089 Deferred revenue (115) Total liabilities assumed (115) Net assets acquired $ 18,974 Goodwill is primarily attributable to the workforce acquired and the expected synergies arising from integrating Elastic Beam’s behavioral security software with the Company’s existing security platform. None of the goodwill is deductible for tax purposes. Additional Acquisition Related Information The operating results of ShoCard and Elastic Beam are included in the Company’s condensed consolidated statements of operations from their respective dates of acquisition. Revenue and earnings of ShoCard and Elastic Beam since their respective dates of acquisition and pro forma results of operations have not been prepared because the effect of the acquisitions were not material to the condensed consolidated statements of operations. | 5. Business Combinations Elastic Beam Inc. Acquisition On April 5, 2018, Ping Identity Corporation acquired 100% of the voting equity interest in Elastic Beam Inc., a Delaware Corporation (“Elastic Beam”). Elastic Beam is a machine learning/artificial intelligence API behavioral security software which detects, reports and stops cyberattacks on data and applications via APIs. The purpose of this acquisition was to expand the Company’s capabilities in identity security, particularly with regard to artificial intelligence. The total purchase price was $19.0 million, which includes up-front cash consideration of $17.4 million that was funded with existing cash resources, and $1.6 million, of which $1.1 million and $0.5 million is payable on the first and second anniversary of the acquisition, respectively. During the year ended December 31, 2019, the Company paid the first anniversary payment of $1.1 million. $4.8 million and $4.2 million of contingent compensation is payable on the first and second anniversary of the acquisition, respectively, contingent on certain individuals remaining employed as of those dates. As these payments are subject to the continued employment of those individuals, they will be recognized through compensation expense as incurred. During the year ended December 31, 2019, the Company paid the first anniversary payment of $4.8 million. The following table summarizes the allocation of the purchase price, based on the estimated fair value of the assets acquired and liabilities assumed at the acquisition date: April 5, 2018 Useful Life (in thousands) Fair value of net assets acquired In process research and development $ 3,006 Indefinite Goodwill 15,972 Indefinite Deferred tax asset 108 Other assets 3 Total assets acquired 19,089 Deferred revenue (115) Total liabilities assumed (115) Net assets acquired $ 18,974 Goodwill is primarily attributable to the workforce acquired and the expected synergies arising from integrating Elastic Beam’s behavioral security software with the Company’s existing security platform. None of the goodwill is deductible for tax purposes. The Company incurred $0.6 million of acquisition-related expenses in conjunction with the Elastic Beam acquisition which are included in general and administrative expenses on the consolidated statements of operations for the year ended December 31, 2018. Additional Acquisition Related Information The operating results of Elastic Beam are included in the Company’s consolidated statements of operations from the date of acquisition. Revenue and earnings of Elastic Beam since the date of acquisition and pro forma results of operations have not been prepared because the effect of the acquisition was not material to the consolidated statements of operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets | ||
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets The changes in the carrying amount of the Company’s goodwill balance were as follows: March 31, 2020 (in thousands) Beginning balance $ 417,696 Additions to goodwill related to acquisitions 1,015 Ending balance $ 418,711 The Company’s intangible assets as of March 31, 2020 were as follows: March 31, 2020 Gross Accumulated Net Carrying Amount Amortization Value (in thousands) Developed technology $ 111,488 $ (45,507) $ 65,981 Customer relationships 94,875 (28,080) 66,795 Trade names 56,674 (21,173) 35,501 Capitalized internal-use software 25,180 (7,697) 17,483 Other intangible assets 1,014 (424) 590 Total intangible assets subject to amortization $ 289,231 $ (102,881) $ 186,350 In-process research and development 586 — 586 Total intangible assets $ 289,817 $ (102,881) $ 186,936 The Company’s intangible assets as of December 31, 2019 were as follows: December 31, 2019 Gross Accumulated Net Carrying Amount Amortization Value (in thousands) Developed technology $ 107,938 $ (42,260) $ 65,678 Customer relationships 94,875 (26,205) 68,670 Trade names 56,640 (19,754) 36,886 Capitalized internal-use software 21,881 (6,375) 15,506 Other intangible assets 1,077 (535) 542 Total intangible assets subject to amortization 282,411 (95,129) 187,282 In-process research and development 586 — 586 Total intangible assets $ 282,997 $ (95,129) $ 187,868 Amortization expense for the three months ended March 31, 2020 and 2019 was $7.9 million and $7.3 million, respectively. As of March 31, 2020, expected amortization expense for intangible assets subject to amortization for the next five years is as follows: Year Ending December 31, March 31, 2020 (in thousands) 2020 (remaining nine months) $ 24,581 2021 31,997 2022 32,227 2023 25,861 2024 25,095 Thereafter 46,589 Total $ 186,350 | 6. Goodwill and Intangible Assets The changes in the carrying amount of the Company’s goodwill balance were as follows: December 31, 2019 2018 (in thousands) Beginning balance $ 417,696 $ 401,724 Additions to goodwill related to acquisitions — 15,972 Ending balance $ 417,696 $ 417,696 The Company’s intangible assets as of December 31, 2019 were as follows: December 31, 2019 Gross Accumulated Net Carrying Amount Amortization Value (in thousands) Developed technology $ 107,938 $ (42,260) $ 65,678 Customer relationships 94,875 (26,205) 68,670 Trade names 56,640 (19,754) 36,886 Capitalized internal-use software 21,881 (6,375) 15,506 Other intangible assets 1,077 (535) 542 Total intangible assets subject to amortization 282,411 (95,129) 187,282 In-process research and development 586 — 586 Total intangible assets $ 282,997 $ (95,129) $ 187,868 The Company’s intangible assets as of December 31, 2018 were as follows: December 31, 2018 Gross Accumulated Net Carrying Amount Amortization Value (in thousands) Developed technology $ 107,938 $ (29,433) $ 78,505 Customer relationships 94,875 (18,702) 76,173 Trade names 56,436 (14,084) 42,352 Product backlog 2,185 (2,117) 68 Capitalized internal-use software 11,422 (2,995) 8,427 Non-compete agreements 1,224 (1,014) 210 Other intangible assets 1,055 (333) 722 Total intangible assets subject to amortization 275,135 (68,678) 206,457 In-process research and development 586 — 586 Total intangible assets $ 275,721 $ (68,678) $ 207,043 Amortization expense for the years ended December 31, 2019, 2018 and 2017 was $29.9 million, $28.6 million and $27.2 million, respectively. During each of the years ended December 31, 2018 and 2017, $3.0 million of in-process research and development was reclassified to developed technology when ready for intended use. As of December 31, 2019, expected amortization expense for intangible assets subject to amortization for the next five years is as follows: Year Ending December 31, December 31, 2019 (in thousands) 2020 $ 31,420 2021 30,643 2022 28,788 2023 26,445 2024 24,512 Thereafter 45,474 Total $ 187,282 |
Debt
Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt | ||
Debt | 7. Debt In January 2018, the Company entered into credit facilities with a consortium of lenders comprised of (a) a term loan with a principal amount of $250.0 million (the “2018 Term Loan Facility”), and (b) a revolving line of credit in a principal committed amount of $25.0 million (the “2018 Revolving Credit Facility” and, collectively with the 2018 Term Loan Facility, the “2018 Credit Facilities”). The 2018 Term Loan Facility and 2018 Revolving Credit Facility had maturity dates of January 25, 2025 and January 25, 2023, respectively. Borrowings under the 2018 Credit Facilities were collateralized by substantially all of the assets of the Company. There were no significant financial covenants to which the Company was required to comply in relation to the 2018 Term Loan Facility. The wholly owned indirect subsidiary, Ping Identity Corporation, as borrower under the 2018 Credit Facilities, was limited to declare dividends or make any payment on account of its capital stock to, directly or indirectly, fund a dividend or other distribution to Ping Identity Holding Corp. (the “Parent”), subject to limited exceptions, including (1) stock repurchases in an amount not to exceed the greater of $1.5 million per year or 3.75% of consolidated EBITDA, with any unused amount being carried forward to future periods, (2) unlimited amounts subject to compliance with a 4.25 to 1.00 total leverage ratio giving pro forma effect to any distribution, (3) unlimited amounts up to 7% of the Parent’s market capitalization and (4) payment of the Parent’s overhead expenses. The 2018 Term Loan Facility bore interest at the option of the Company at a rate per annum equal to (a) an adjusted LIBO rate (with a floor of 1.00% per annum) plus an applicable margin of 3.75%, payable on the last day of the applicable interest period applicable thereto (“Eurodollar” loan), or (b) the alternate base rate (with a floor of 2.00% per annum) plus an applicable margin of 2.75%, payable quarterly in arrears the last business day of each March, June, September and December. The 2018 Term Loan Facility was borrowed as a Eurodollar loan. In December 2019, Roaring Fork Intermediate, LLC and Ping Identity Corporation, each a wholly-owned subsidiary of Ping Identity Holding Corp., and certain of their subsidiaries, entered into a credit agreement (the “2019 Credit Agreement”) with the financial institutions identified therein as lenders, including Bank of America, N.A., as administrative agent, and BofA Securities, Inc. and RBC Capital Markets as joint lead arrangers. In connection therewith, the Company repaid all outstanding borrowings under the 2018 Term Loan Facility and terminated the 2018 Revolving Credit Facility. The 2019 Credit Agreement provides for a senior revolving line of credit in a principal committed amount of $150.0 million (the “2019 Revolving Credit Facility”), with the option to request incremental term loan facilities in a minimum amount of $10 million for each facility if certain conditions are met. The Company’s obligations under the 2019 Credit Agreement are secured by substantially all of the assets of the Company, and borrowings under the 2019 Revolving Credit Facility may be used for working capital and other general corporate purposes, including for acquisitions permitted under the 2019 Credit Agreement. The 2019 Credit Agreement contains certain customary events of default and customary representations and warranties and affirmative and negative covenants, including certain restrictions on the ability of the Company to incur additional indebtedness or guarantee indebtedness of others, to create liens on properties or assets, and to enter into certain asset and stock-based transactions. In addition, under the terms of the 2019 Credit Agreement, the Company must adhere to certain financial covenants, including (i) a senior secured net leverage ratio, which shall not be more than 3.50 to 1.00, provided that the maximum ratio shall be increased to 4.00 to 1.00 during a fiscal year in which a Material Acquisition (as defined in the 2019 Credit Agreement) has been consummated, and (ii) a consolidated interest coverage ratio, which shall not be less than 3.50 to 1.00. As of March 31, 2020, the Company was in compliance with all financial covenants. The wholly owned indirect subsidiary, Ping Identity Corporation, as borrower under the 2019 Credit Agreement, is limited in its ability to declare dividends or make any payment on account of its capital stock to, directly or indirectly, fund a dividend or other distribution to Ping Identity Holding Corp. (as the Parent), subject to limited exceptions, including (1) stock repurchases from current or former employees, officers or directors in an amount not to exceed $5 million, (2) unlimited amounts subject to compliance with its financial covenants for the most recently ended four quarters as well as a 6.00 to 1.00 total net leverage ratio for the most recently ended four quarters, both after giving pro forma effect to any distribution, (3) unlimited amounts up to the greater of $19.5 million in the aggregate or 15% of EBITDA for the most recently ended four quarters and (4) payment of certain of the Parent's overhead expenses. The 2019 Revolving Credit Facility matures on December 12, 2024 and bears interest at the option of the Company at a rate per annum equal to either (i) a base rate, which is equal to the greater of (a) the prime rate, (b) the federal funds effective rate plus 0.5% and (c) the adjusted LIBO rate for a one month interest period plus 1%, or (ii) the adjusted LIBO rate equal to the LIBO rate for the interest period multiplied by the statutory reserve rate, plus in the case of each of clauses (i) and (ii), the Applicable Rate (as defined in the 2019 Credit Agreement), which ranges from (i) 0.25% to 1.0% per annum for base rate loans and (ii) 1.25% to 2.0% per annum for LIBO rate loans, in each case, depending on the senior secured net leverage ratio. The Company will also pay a commitment fee during the term of the 2019 Credit Agreement ranging from 0.20% to 0.35% of the average daily amount of the available amount to be borrowed under the 2019 Credit Agreement per annum, based on the senior secured net leverage ratio. Any borrowing under the 2019 Credit Agreement may be repaid, in whole or in part, at any time and from time to time without premium or penalty other than customary breakage costs, and any amounts repaid may be reborrowed. No mandatory prepayments will be required other than when borrowings and letter of credit usage exceed the aggregate commitment of all lenders. For the three months ended March 31, 2020 and 2019, the Company recognized $0.4 million and $3.9 million in interest expense, respectively. As of March 31, 2020 and December 31, 2019, the Company’s outstanding long-term debt balance was $148.8 million and $50.9 million, respectively, net of debt issuance costs of $1.2 million and $1.2 million, respectively. Debt issuance costs are a direct deduction from the long-term debt liability and are amortized into interest expense over the contractual term of the borrowings using the effective interest method. During the three months ended March 31, 2020 and 2019, the Company amortized $0.1 million and $0.2 million of debt issuance costs, respectively. Future principal payments on outstanding borrowings as of March 31, 2020 are as follows: Year Ending December 31, March 31, 2020 (in thousands) 2020 (remaining nine months) $ — 2021 — 2022 — 2023 — 2024 150,000 Thereafter — Total $ 150,000 | 7. Debt In 2016, the Company entered into credit facilities with a consortium of lenders comprised of (a) a term loan in an initial principal amount of $150.0 million, which was borrowed on June 30, 2016 and subsequently increased on August 3, 2016 by $20.0 million (the “2016 Term Loan Facility”), and (b) a revolving line of credit in a principal committed amount of $10.0 million (the “2016 Revolving Credit Facility” and, collectively with the 2016 Term Loan Facility, the “2016 Credit Facilities”). The 2016 Credit Facilities had a maturity date of June 30, 2021. The 2016 Term Loan Facility bore interest at the option of the Company at a rate per annum equal to (a) an adjusted LIBO rate (with a floor of 1.00% per annum) plus an applicable margin of 9.25%, payable on the last day of the applicable interest period applicable thereto, or (b) the alternate base rate (with a floor of 2.00% per annum) plus an applicable margin of 8.25%, payable quarterly in arrears the last business day of each March, June, September and December. The 2016 Term Loan Facility was borrowed as a LIBO rate loan. In conjunction with the 2016 Credit Facilities, the Company was required to comply with various financial debt covenants, including a recurring revenue leverage ratio of 2.1 to 1.0 beginning September 30, 2016 and decreasing quarterly to 1.3 to 1.0 on September 30, 2018, and a total leverage ratio of 8.3 to 1.0 beginning December 31, 2018 and decreasing quarterly to 2.4 to 1.0 on and after June 30, 2021. As of December 31, 2017, the Company was in compliance with all financial covenants. In January 2018, the Company refinanced its outstanding debt. In connection with the refinancing, the Company entered into new credit facilities with a consortium of lenders comprised of (a) a term loan with a principal amount of $250.0 million (the “2018 Term Loan Facility”), and (b) a revolving line of credit in a principal committed amount of $25.0 million (the “2018 Revolving Credit Facility” and, collectively with the 2018 Term Loan Facility, the “2018 Credit Facilities”). The 2018 Term Loan Facility and 2018 Revolving Credit Facility had maturity dates of January 25, 2025 and January 25, 2023, respectively. Borrowings under the 2018 Credit Facilities were collateralized by substantially all of the assets of the Company. There were no significant financial covenants to which the Company was required to comply in relation to the 2018 Term Loan Facility. The wholly owned indirect subsidiary, Ping Identity Corporation, as borrower under the 2018 Credit Facilities, was limited to declare dividends or make any payment on account of its capital stock to, directly or indirectly, fund a dividend or other distribution to Ping Identity Holding Corp. (the “Parent”), subject to limited exceptions, including (1) stock repurchases in an amount not to exceed the greater of $1.5 million per year or 3.75% of consolidated EBITDA, with any unused amount being carried forward to future periods, (2) unlimited amounts subject to compliance with a 4.25 to 1.00 total leverage ratio giving pro forma effect to any distribution, (3) unlimited amounts up to 7% of the Parent’s market capitalization and (4) payment of the Parent’s overhead expenses. In conjunction with entering into the 2018 Credit Facilities, the Company paid the remaining balance of the 2016 Term Loan Facility and terminated the 2016 Revolving Credit Facility, which resulted in a loss on extinguishment of debt of $9.8 million, included in the consolidated statements of operations for the year ended December 31, 2018. The 2018 Term Loan Facility bore interest at the option of the Company at a rate per annum equal to (a) an adjusted LIBO rate (with a floor of 1.00% per annum) plus an applicable margin of 3.75%, payable on the last day of the applicable interest period applicable thereto (“Eurodollar” loan), or (b) the alternate base rate (with a floor of 2.00% per annum) plus an applicable margin of 2.75%, payable quarterly in arrears the last business day of each March, June, September and December. The 2018 Term Loan Facility was borrowed as a Eurodollar loan. Beginning September 2018, 0.25% of the principal amount of the 2018 Term Loan Facility was payable quarterly. In connection with the closing of the IPO and the underwriters’ exercise of the overallotment option as described in Note 1, the Company repaid $196.4 million of the principal amount of the 2018 Term Loan Facility using the proceeds. Prior to paying down a portion of the 2018 Term Loan Facility, the Company had remaining deferred debt issuance costs of $4.6 million. In connection with the debt repayments, the Company elected to proportionately write off a portion of its deferred debt issuance costs based on the percentage of the loan that was repaid. Accordingly, the Company incurred a loss on extinguishment of debt of $3.6 million for the proportionate write off of deferred debt issuance costs, included in the consolidated statements of operations for the year ended December 31, 2019. In December 2019, the Company refinanced its outstanding debt. In connection with the refinancing, Roaring Fork Intermediate, LLC and Ping Identity Corporation, each a wholly-owned subsidiary of Ping Identity Holding Corp., and certain of their subsidiaries, entered into a credit agreement (the “2019 Credit Agreement”) with the financial institutions identified therein as lenders, including Bank of America, N.A., as administrative agent, and BOFA Securities, Inc. and RBC Capital Markets as joint lead arrangers. The 2019 Credit Agreement provides for a senior revolving line of credit in a principal committed amount of $150.0 million (the “2019 Revolving Credit Facility”), with the option to request incremental term loan facilities in a minimum amount of $10 million for each facility if certain conditions are met. The Company’s obligations under the 2019 Credit Agreement are secured by substantially all of the assets of the Company, and borrowings under the 2019 Revolving Credit Facility may be used for working capital and other general corporate purposes, including for acquisitions permitted under the 2019 Credit Agreement. The 2019 Credit Agreement contains certain customary events of default and customary representations and warranties and affirmative and negative covenants, including certain restrictions on the ability of the Company to incur additional indebtedness or guarantee indebtedness of others, to create liens on properties or assets, and to enter into certain asset and stock-based transactions. In addition, under the terms of the 2019 Credit Agreement, the Company must adhere to certain financial covenants, including (i) a senior secured net leverage ratio, which shall not be more than 3.50 to 1.00, provided that the maximum ratio shall be increased to 4.00 to 1.00 during a fiscal year in which a Material Acquisition (as defined in the 2019 Credit Agreement) has been consummated, and (ii) a consolidated interest coverage ratio, which shall not be less than 3.50 to 1.00. As of December 31, 2019, the Company was in compliance with all financial covenants. The wholly owned indirect subsidiary, Ping Identity Corporation, as borrower under the 2019 Credit Agreement, is limited in its ability to declare dividends or make any payment on account of its capital stock to, directly or indirectly, fund a dividend or other distribution to Ping Identity Holding Corp. (as the Parent), subject to limited exceptions, including (1) stock repurchases from current or former employees, officers or directors in an amount not to exceed $5 million, (2) unlimited amounts subject to compliance with its financial covenants for the most recently ended four quarters as well as a 6.00 to 1.00 total net leverage ratio for the most recently ended four quarters, both after giving pro forma effect to any distribution, (3) unlimited amounts up to the greater of $19.5 million in the aggregate or 15% of EBITDA for the most recently ended four quarters, and (4) payment of certain of the Parent's overhead expenses. The 2019 Revolving Credit Facility matures on December 12, 2024 and bears interest at the option of the Company at a rate per annum equal to either (i) a base rate, which is equal to the greater of (a) the prime rate, (b) the federal funds effective rate plus ½ amount to be borrowed under the 2019 Credit Agreement per annum, based on the senior secured net leverage ratio. Any borrowing under the 2019 Credit Agreement may be repaid, in whole or in part, at any time and from time to time without premium or penalty other than customary breakage costs, and any amounts repaid may be reborrowed. No mandatory prepayments will be required other than when borrowings and letter of credit usage exceed the aggregate commitment of all lenders. In conjunction with entering into the 2019 Revolving Credit Facility, the Company paid all remaining balances of the 2018 Term Loan Facility and terminated the 2018 Revolving Credit Facility, which resulted in a loss on extinguishment of debt of $0.9 million, included in the consolidated statements of operations for the year ended December 31, 2019. The Company recognized $12.2 million, $14.9 million and $17.9 million in interest expense in the years ended December 31, 2019, 2018 and 2017, respectively. As of December 31, 2019 and 2018, the Company’s outstanding long-term debt balance was $50.9 million and $241.1 million, respectively (net of the current portion of long-term debt of $0.0 million and $2.5 million, and debt issuance costs of $1.2 million and $5.2 million, respectively), which was included in long-term debt. Debt issuance costs are a direct deduction from the long-term debt liability and are amortized into interest expense over the contractual term of the borrowings using the effective interest method. During the years ended December 31, 2019, 2018 and 2017, the Company amortized $0.7 million, $0.9 million and $1.4 million of debt issuance costs, respectively. Future principal payments on outstanding borrowings as of December 31, 2019 are as follows: Year Ending December 31, December 31, 2019 (in thousands) 2020 $ — 2021 — 2022 — 2023 — 2024 52,177 Thereafter — Total $ 52,177 |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | ||
Income Taxes | 8. Income Taxes For the three months ended March 31, 2020 and 2019, the Company recorded $1.9 million and $1.1 million as its benefit for income taxes, respectively. The key components of the Company’s benefit for income taxes primarily consist of state and federal income taxes, foreign income taxes and research and development (“R&D”) credits. The Company’s quarterly tax benefit calculation is subject to variation due to several factors, including variability in loss before income taxes, the mix of jurisdictions to which such loss relates, changes in how the Company conducts business and tax law developments. The increase in the tax benefit for the three months ended March 31, 2020 as compared to the three months ended March 31, 2019 also relates to a larger benefit for stock-based compensation and an increase in R&D credits recorded in the three months ended March 31, 2020 as compared to the three months ended March 31, 2019. | 8. Income Taxes On December 22, 2017, the U.S. Tax Cuts and Jobs Act (the “Tax Act”) was signed into law. The Tax Act significantly changed U.S. income tax law by, among other things, reducing the U.S. federal income tax rate from 35 percent to 21 percent, transitioning from a global tax system to a modified territorial tax system, and limiting the tax deduction for interest expense. The Company has included the impact of the Tax Act in its benefit (provision) for income taxes. ● Reduction of U.S. federal corporate tax rate : During the year ended December 31, 2017, the Company recorded an increase to its tax benefit of $17.0 million for the estimated impact of revaluing its net deferred tax liability position in the U.S. at the new 21 percent corporate tax rate. ● Transition tax : During the year ended December 31, 2017, the Company recorded tax expense of $1.2 million to reflect the impact of the tax on accumulated untaxed earnings and profits (“E&P”) of certain foreign affiliates. With regard to the new provisions for global intangible low-taxed income (“GILTI”), the Company is allowed to make an accounting policy choice of either (1) treating taxes due for GILTI as a current-period expense when incurred or (2) factoring such amounts into the Company’s measurement of its deferred taxes. The Company has elected to treat the taxes due for GILTI as a current-period expense when incurred. The amounts of income (loss) from continuing operations before income taxes was as follows: Year Ended December 31, 2019 2018 2017 (in thousands) United States $ (12,707) $ (12,488) $ 3,996 Foreign 2,981 2,417 1,780 Income (loss) before income taxes $ (9,726) $ (10,071) $ 5,776 The income taxes of foreign subsidiaries not included in the U.S. tax group are presented based on a separate return basis for each tax-paying entity. The benefit (provision) for income taxes from continuing operations was as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Current Federal $ — $ (23) $ — State (711) (55) — Foreign (446) (225) (96) Total current expense (1,157) (303) (96) Deferred Federal 3,266 1,416 14,501 State 5,280 (4,756) (2,201) Foreign 833 268 981 Total deferred benefit (expense) 9,379 (3,072) 13,281 Benefit (provision) for income taxes $ 8,222 $ (3,375) $ 13,185 The benefit (provision) for income taxes from continuing operations differs from the provision determined by applying the U.S. statutory tax rate to pretax earnings as a result of the following: Year Ended December 31, 2019 2018 2017 (dollars in thousands) Statutory U.S. federal income taxes $ 2,042 (21.0) % $ 2,115 (21.0) % $ (2,021) (35.0) % State income taxes, net of federal taxes 482 (5.0) 405 (4.0) (166) (2.9) Foreign taxes rate differential 49 (0.5) 18 (0.2) 257 4.4 Rate changes - tax reform — — — — 17,040 295.0 Rate changes - other 2,726 (28.0) (4,210) 41.8 (1,901) (32.9) Income tax credits 1,036 (10.7) 536 (5.3) 1,358 23.5 Change in valuation allowance — — — — (533) (9.2) Deemed repatriation of untaxed foreign earnings — — — — (1,158) (20.0) Contingent deal consideration (610) 6.3 (985) 9.8 — — Meals and entertainment (826) 8.5 (706) 7.0 (519) (9.0) GILTI inclusion (820) 8.4 (338) 3.4 — — Acquisition costs — — (134) 1.3 — — Transaction costs 116 (1.2) — — — — Stock-based compensation 293 (3.0) — — — — Transportation costs (120) 1.2 — — — — State net operating loss adjustment — — — — 746 12.9 Return to provision 178 (1.8) 36 (0.4) 131 2.3 Other permanent items (95) 1.0 (159) 1.6 (45) (0.8) R&D credits 4,642 (47.7) — — — — Uncertain tax positions (920) 9.5 — — — — Other 49 (0.5) 47 (0.5) (4) (0.1) Benefit (provision) for income taxes $ 8,222 (84.5) % $ (3,375) 33.5 % $ 13,185 228.2 % Undistributed earnings of foreign subsidiaries were $13.9 million as of December 31, 2019, of which $8.9 million was deemed to be repatriated at December 31, 2017, pursuant to the Tax Act. The deemed repatriation resulted in $1.2 million of additional U.S. income tax expense. The Company considers the current earnings and any future foreign earnings to be indefinitely reinvested, and therefore does not record deferred taxes related to these earnings. Upon repatriation of earnings, in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to a dividends received deduction) and withholding taxes payable to certain foreign jurisdictions. Withholding taxes of less than $0.9 million would be payable upon remittance of all previously unremitted earnings at December 31, 2019. The significant components of deferred tax assets and liabilities at December 31, 2019 and 2018 were as follows: December 31, 2019 2018 (in thousands) Deferred tax assets Accruals and reserves $ — $ — Fixed assets and intangible assets 380 130 Tax credits (net of uncertain tax position) 8,845 3,386 Deferred share-based compensation 2,642 1,525 Loss and other carryforwards 23,767 35,191 Other 1,433 720 Gross deferred tax assets 37,067 40,952 Valuation allowance (1,812) (1,812) Net deferred tax asset 35,255 39,140 Deferred tax liabilities Accruals and reserves (508) (138) Fixed assets and intangible assets (47,871) (53,849) Deferred revenue (14,024) (21,896) Other, net (668) (540) Gross deferred tax liabilities (63,071) (76,423) Net deferred tax liability $ (27,816) $ (37,283) The components giving rise to the net deferred income tax liabilities detailed above have been included in the accompanying consolidated balance sheet at December 31, 2019 and 2018 as follows: December 31, 2019 2018 (in thousands) Noncurrent deferred tax assets $ 2,755 $ 1,829 Noncurrent deferred tax liabilities (30,571) (39,112) Net deferred tax liability $ (27,816) $ (37,283) At December 31, 2019, the Company had U.S. net operating loss carryforwards of $95.4 million and U.S. research and development (“R&D”) credit carryforwards of $5.3 million. If not used, the U.S. net operating loss and R&D credit carryforwards will begin expiring in 2021 and 2024, respectively. Additionally, the Company had $3.7 million of foreign R&D credit carryforwards at December 31, 2019 which, if not used, will begin expiring in 2030. Section 382 and Section 383 of the Internal Revenue Code contain provisions that limit the utilization of net operating loss and tax credit carryforwards if there has been a change of ownership. The Company has completed an analysis of the historical changes in ownership, and has determined that $2.5 million of the net operating loss carryforward at December 31, 2019 will expire prior to utilization due to the Section 382 limitation. As such, the Company has established a valuation allowance against the deferred tax asset related to these net operating loss carryforwards. Additionally, a change in ownership could be triggered by subsequent sales of securities by the Company or its shareholders resulting in a limitation of the net operating loss and tax credit carryforwards in the future. The Company has determined that it is more likely than not it will be unable to realize the benefit of its deferred tax assets for R&D credit carryforwards in the U.S. prior to their expiration and has, therefore, established a valuation allowance offset against the deferred tax asset. A valuation allowance has not been established against the net deferred tax assets attributed to foreign jurisdictions. The valuation allowance for deferred tax assets was $1.8 million at December 31, 2019 and 2018. Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2019, 2018 and 2017 were as follows: December 31, 2019 2018 2017 (in thousands) Valuation allowance at beginning of year $ 1,812 $ 1,812 $ 1,279 Increases recorded to income tax provision — — 533 Valuation allowance at end of year $ 1,812 $ 1,812 $ 1,812 The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The tax years for the Company that remain subject to examination are: Years Under Additional Examination Open Years Jurisdiction U.S. Federal None 2016 - 2018 United Kingdom None 2014 - 2018 Canada None 2014 - 2018 Australia None 2014 - 2018 Israel None 2015 - 2018 France None 2017 - 2018 Additionally, U.S. federal net operating losses and other foreign tax credits carried forward into open years may be subject to adjustment. The Company has evaluated its tax positions and has determined that it has certain unrecognized tax benefits. Accordingly, as of December 31, 2019 and 2018, the Company has reduced certain tax attributes to the extent they would be utilized to offset an unrecognized tax benefit. Changes in the unrecognized tax benefits during the years ended December 31, 2019, 2018 and 2017 were as follows: December 31, 2019 2018 2017 (in thousands) Unrecognized tax benefits at beginning of the year $ 211 $ 292 $ 706 Current year increase 920 — — Statute expiration (41) (78) (365) Currency 7 (13) 11 Tax rate changes (6) 10 (60) Unrecognized tax benefits at end of the year $ 1,091 $ 211 $ 292 The Company does not currently anticipate significant changes in its unrecognized tax benefits over the next 12 months. No interest or penalties for the Company’s unrecognized tax benefits were recorded for the years ended December 31, 2019, 2018 or 2017. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Stockholders' Equity | ||
Stockholders' Equity | 9. Stockholders’ Equity On June 30, 2016, the Board of Directors and stockholders approved the Second Amended and Restated Certificate of Incorporation authorizing the Company to issue up to 85,000,000 shares of common stock and 34,000,000 shares of preferred stock, each preferred Common stock The Company’s Third Amended and Restated Certificate of Incorporation, which the Board of Directors approved on September 18, 2019 and the stockholders approved on September 23, 2019, authorizes issuance of up to 500,000,000 shares of common stock with a par value of $0.001 per share. The common stock confers upon its holders the right to vote on all matters to be voted on by the stockholders of the Company (with each share representing one vote) and to ratably participate in any distribution of dividends or payments in the event of liquidation or dissolution on a per share basis. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that may be issued in the future. Preferred stock The Company’s Third Amended and Restated Certificate of Incorporation authorizes, without stockholder approval but subject to any limitations prescribed by law, the issuance of up to an aggregate of 50,000,000 shares of preferred stock (in one or more series or classes), to create additional series or classes of preferred stock and to establish the number of shares to be included in such series or class. The Board of Directors is also authorized to increase or decrease the number of shares of any series or class subsequent to the issuance of shares of that series or class. Each series will have such rights, preferences and limitations, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences as determined by the Board of Directors. As of March 31, 2020 and December 31, 2019, the Company did not have any shares of preferred stock outstanding and currently has no plans to issue shares of preferred stock. | 9. Stockholders’ Equity On June 30, 2016, the Board and stockholders approved the Second Amended and Restated Certificate of Incorporation authorizing the Company to issue up to 85,000,000 shares of common stock and 34,000,000 shares of preferred stock Common stock The Company’s Third Amended and Restated Certificate of Incorporation, which the Board approved on September 18, 2019 and the stockholders approved on September 23, 2019, authorizes issuance of up to 500,000,000 shares of common stock with a par value of $0.001 per share. The common stock confers upon its holders the right to vote on all matters to be voted on by the stockholders of the Company (with each share representing one vote) and to ratably participate in any distribution of dividends or payments in the event of liquidation or dissolution on a per share basis. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that may be issued in the future. As described in Note 1, the Company issued and sold 12,500,000 shares of common stock to the public in conjunction with the closing of its IPO on September 23, 2019. The underwriters’ overallotment option was exercised in full and closed on October 22, 2019, where the Company issued and sold an additional 1,875,000 shares of common stock to the public. Preferred stock As of December 31, 2019, the Company was authorized, without stockholder approval but subject to any limitations prescribed by law, to issue up to an aggregate of 50,000,000 shares of preferred stock (in one or more series or classes), to create additional series or classes of preferred stock and to establish the number of shares to be included in such series or class. As of December 31, 2019, the Board was also authorized to increase or decrease the number of shares of any series or class subsequent to the issuance of shares of that series or class. Each series will have such rights, preferences and limitations, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences as determined by the Board. As of December 31, 2019 and December 31, 2018, the Company did not |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Stock-Based Compensation | ||
Stock-Based Compensation | 10. Stock-Based Compensation On June 30, 2016, the Company established the 2016 Stock Option Plan (the ‘‘2016 Plan’’). The 2016 Plan provides for grants of restricted stock units and stock options to executives, directors, consultants, advisors and key employees which allow option holders to purchase stock in Ping Identity Holding Corp. The Company has 6,800,000 shares of common stock reserved for issuance under the 2016 Plan. On September 23, 2019, the Company adopted the Ping Identity Holding Corp. Omnibus Incentive Plan (the “2019 Omnibus Incentive Plan”). The 2019 Omnibus Incentive Plan provides for grants of (i) stock options, (ii) stock appreciation rights, (iii) restricted shares, (iv) performance awards, (v) other share-based awards and (vi) other cash-based awards to eligible employees, non-employee directors and consultants of the Company. At March 31, 2020, the maximum number of shares of common stock available for issuance under the 2019 Omnibus Incentive Plan was 11,290,813 shares. Stock-based compensation expense for all equity arrangements for the three months ended March 31, 2020 and 2019 was as follows: Three Months Ended March 31, 2020 2019 Subscription cost of revenue $ 146 $ — Professional services and other cost of revenue 84 — Sales and marketing 797 222 Research and development 888 215 General and administrative 942 622 Total $ 2,857 $ 1,059 Restricted Stock Units The Company grants RSUs that generally vest over one Weighted Average Grant Date Shares Fair Value Unvested as of December 31, 2019 1,415,629 $ 16.46 Granted 49,513 24.28 Forfeited/canceled (61,882) 16.21 Vested (17,170) 15.77 Unvested as of March 31, 2020 1,386,090 $ 16.75 Stock Options No stock options were granted during the three months ended March 31, 2020 or 2019. A summary of the Company’s stock option activity and related information for the three months ended March 31, 2020 is as follows: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value (in years) (in thousands) Outstanding as of December 31, 2019 5,945,878 $ 9.41 7.5 $ 88,520 Granted — — Forfeited/canceled (332,380) 9.02 Exercised (403,601) 8.17 5,647 Outstanding as of March 31, 2020 5,209,897 $ 9.53 7.1 $ 54,633 As of March 31, 2020: Vested and expected to vest 3,418,862 $ 9.56 7.1 $ 35,766 Vested and exercisable 2,314,738 $ 8.71 6.6 $ 26,174 As of March 31, 2020, unamortized stock-based compensation expense related to the time-based awards was $4.8 million, which will be recognized over the remaining weighted-average vesting term of 2.3 years. For the awards subject to performance and market conditions, unrecognized stock-based compensation expense as of March 31, 2020 was $7.9 million. As of March 31, 2020, these awards were not considered probable of meeting vesting requirements and accordingly, no expense was recorded and the timing of when this expense will be recognized is unknown. Long-Term Incentive Plan Grants under the Company’s long-term incentive plan (“LTIP”) are expected to vest following an initial public offering and registration of shares of common stock of Ping Identity Holding Corp. and Vista’s realized cash return on its investment in the Company equaling or exceeding $1.491 billion. As of March 31, 2020, these awards were not considered probable of meeting the vesting requirements and accordingly, no expense was recorded during the three months ended March 31, 2020 and the timing of when this expense will be recognized is unknown. During future reporting periods, if the awards are considered to be probable of meeting vesting requirements, this could result in a total expense of at least $18.2 million. Other Liability-Classified Awards In conjunction with the ShoCard acquisition (Note 5), the Company issued liability-classified awards to certain individuals with a stated value of $3.1 million and $2.3 million that vest on the first and second anniversary of the acquisition, respectively, and are subject to continuous service and other conditions. The liability-classified awards will be settled with a variable number of shares of the Company’s common stock at each anniversary date based on the satisfaction of such conditions. During the three months ended March 31, 2020, the Company recognized $0.3 million of stock-based compensation expense related to these awards. | 10. Stock-Based Compensation On June 30, 2016, the Company established the 2016 Stock Option Plan (the “2016 Plan”). The 2016 Plan provides for grants of restricted stock units and stock options to executives, directors, consultants, advisors and key employees which allow option holders to purchase stock in Ping Identity Holding Corp. The Company has 6,800,000 shares of common stock reserved for issuance under the 2016 Plan. In conjunction with the closing of the IPO on September 23, 2019, the Company adopted the Ping Identity Holding Corp. Omnibus Incentive Plan (the “2019 Omnibus Incentive Plan”). The 2019 Omnibus Incentive Plan provides for grants of (i) stock options, (ii) stock appreciation rights, (iii) restricted shares, (iv) performance awards, (v) other share-based awards and (vi) other cash-based awards to eligible employees, non-employee directors and consultants of the Company. As of December 31, 2019, the maximum number of shares of common stock available for issuance under the 2019 Omnibus Incentive Plan was 9,300,000 shares. Stock-based compensation expense for all equity arrangements for the years ended December 31, 2019, 2018 and 2017 was as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Subscription cost of revenue $ 141 $ — $ — Professional services and other cost of revenue 80 — — Sales and marketing 1,407 726 626 Research and development 1,364 342 297 General and administrative 3,340 1,780 1,601 Total $ 6,332 $ 2,848 $ 2,524 Restricted Stock Units The Company grants RSUs that generally vest over one Weighted Average Grant Date Shares Fair Value Unvested as of December 31, 2018 37,272 $ 8.29 Granted 1,474,996 16.49 Forfeited/canceled (39,477) 15.99 Vested (57,162) 12.25 Unvested as of December 31, 2019 1,415,629 $ 16.46 Stock Options No options were granted during the year ended December 31, 2019. During the year ended December 31, 2018, the Company granted 1,413,251 time-based options and 706,628 options subject to performance and market conditions, both of which grant the holder the option to purchase common stock upon vesting. During the year ended December 31, 2017, the Company granted 569,970 time-based options and 284,984 options subject to performance and market conditions. Time-based options vest over four years with 25% vesting one year after grant and the remainder vesting ratably on a quarterly basis thereafter. Options subject to performance and market conditions vest upon the sale of the business subject to certain conditions specified in the 2016 Plan. All options have a 10 year contractual life, and an option holder must be an employee of the Company at the date of sale of the business. A summary of the Company’s stock option activity and related information for the years ended December 31, 2019, 2018 and 2017 is as follows: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value (in years) (in thousands) Outstanding as of December 31, 2018 6,398,982 $ 9.31 8.4 $ 25,678 Granted — — — Forfeited/canceled (253,582) 7.97 2,739 Exercised (199,522) 7.88 2,007 Outstanding as of December 31, 2019 5,945,878 $ 9.41 7.5 $ 88,520 As of December 31, 2019: Vested and expected to vest 3,958,005 $ 9.42 7.5 $ 58,914 Vested and exercisable 2,485,010 $ 8.56 7.0 $ 39,118 As of December 31, 2019, unamortized stock-based compensation expense related to the time-based awards was $6.3 million, which will be recognized over the remaining weighted-average vesting term of 2.3 years. In conjunction with the IPO, the Company modified the vesting conditions of these awards to provide for the options to vest and become exercisable following an IPO and registration of shares of common stock of Ping Identity Holding Corp. and Vista Equity Partners (“Vista”) realizing a cash return on its investment in the Company equaling or exceeding $1.491 billion. Though the recognition of the remaining unamortized stock-based compensation expense may be accelerated, the modification did not result in incremental compensation cost. For the awards subject to performance and market conditions, unrecognized stock-based compensation expense as of December 31, 2018 was $5.3 million. In conjunction with the IPO, the Company modified the vesting conditions of these awards to provide for the options to vest and become exercisable following an IPO and registration of shares of common stock of Ping Identity Holding Corp. and Vista’s realized cash return on its investment in the Company equaling or exceeding $1.491 billion. In accordance with ASC 718, the Company calculated the fair value of these options on the date of modification, noting an increase in the fair value from $5.1 million to $9.0 million on the date of modification, with the incremental increase in fair value representing additional unrecognized stock-based compensation expense. The following assumptions were used in calculating the fair value of these awards on the date of modification: Risk-free rate 1.7 % Expected term 2.3 years Dividend yield — Volatility 47.0 % Weighted-average fair value of modified options $4.41 As of December 31, 2019, unamortized stock-based compensation expense related to the awards subject to performance and market conditions was $8.8 million. As these awards were not considered probable of meeting vesting requirements, no expense was recorded and the timing of when this expense will be recognized is unknown. Long-Term Incentive Plan In conjunction with the IPO, the Company amended its long-term incentive plan (“LTIP”) which could provide cash compensation to certain employees upon vesting and are thus liability-classified awards. Grants under the plan are expected to vest following an IPO and registration of shares of common stock of Ping Identity Holding Corp. and Vista’s realized cash return on its investment in the Company equaling or exceeding $1.491 billion. The awards expire upon the earlier of (i) the sale of Vista’s shares of common stock of Ping Identity Holding Corp., or (ii) August 2, 2026. The Company will remeasure the fair value of the awards at each reporting period until the awards are settled, which includes the evaluation of the probability of the awards meeting vesting conditions. As of December 31, 2019, these awards were not considered probable of meeting the vesting requirements and accordingly, no expense was recorded during the year ended December 31, 2019 and the timing of when this expense will be recognized is unknown. During future reporting periods, if the awards are considered to be probable of meeting vesting requirements, this could result in a total expense of at least $18.8 million. |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions | ||
Related Party Transactions | 11. Related Party Transactions Vista is a U.S.-based investment firm that controlled the funds which owned a majority of the Company during the three months ended March 31, 2020 and 2019. During the three months ended March 31, 2020 and 2019, the Company paid for consulting services and other expenses related to services provided by Vista and Vista affiliates. The total expenses incurred by the Company for Vista were $0.2 million and $0.3 million for the three months ended March 31, 2020 and 2019, respectively. The Company also has revenue arrangements with Vista affiliates. The Company recognized revenue of $0.1 million during the three months ended March 31, 2020 and 2019. The Company had $0.0 million and $1.1 million in accounts receivable related to these agreements at March 31, 2020 and December 31, 2019, respectively. | 11. Related Party Transactions Vista is a U.S.-based investment firm that controlled the funds which owned a majority of the Company during the years ended December 31, 2019, 2018 and 2017. During the years ended December 31, 2019, 2018 and 2017, the Company paid for consulting services and other expenses related to services provided by Vista and Vista affiliates. The total expenses incurred by the Company for Vista were $1.2 million, $1.3 million and $0.9 million for the years ended December 31, 2019, 2018 and 2017, respectively. The Company had no amount and $0.3 million in accounts payable related to these expenses at December 31, 2019 and 2018, respectively. The Company also has revenue arrangements with Vista affiliates. The Company recognized revenue of $0.6 million, $1.9 million and $0.8 million during the years ended December 31, 2019, 2018 and 2017, respectively. The Company had $1.1 million and $0.5 million in accounts receivable related to these agreements at December 31, 2019 and 2018, respectively. As discussed in Note 7, the Company entered into the 2018 Term Loan Facility and 2018 Revolving Credit Facility on January 25, 2018 with a consortium of lenders for a principal amount of $250.0 million and principal committed amount of $25.0 million, respectively. At December 31, 2018, affiliates of Vista held $34.8 million of the 2018 Term Loan Facility and there were no amounts drawn on the 2018 Revolving Credit Facility. In conjunction with the repayment of debt using proceeds from the IPO and the refinancing of outstanding debt as described in Note 7, affiliates of Vista received proceeds of $27.5 million and $7.1 million, respectively. At December 31, 2019, affiliates of Vista no longer held a portion of the Company’s outstanding debt. During the years ended December 31, 2019 and 2018, affiliates of Vista were paid $34.8 million and $0.2 million in principal, respectively, and $1.7 million and $1.9 million in interest on the portion of the 2018 Term Loan Facility, respectively, held by them. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies | ||
Commitments and Contingencies | 13. Commitments and Contingencies Letters of Credit As of March 31, 2020 and December 31, 2019, the Company had outstanding letters of credit under an office lease agreement that totaled $0.7 million, which primarily guaranteed early termination fees in the event of default. The Company collateralizes the letters of credit with restricted cash balances which were classified in other noncurrent assets at March 31, 2020 and December 31, 2019. Purchase Commitments In the ordinary course of business, the Company enters into various purchase commitments primarily related to third-party cloud hosting and data services, IT operations and marketing events. Total noncancelable purchase commitments as of March 31, 2020 were approximately $27.5 million for periods through 2022. Employee Benefit Plans The Company established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”) in which full-time U.S. employees are eligible to participate on the first day of the subsequent month of his or her date of employment. The 401(k) Plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a percentage of their annual compensation as defined in the 401(k) Plan. Employees in the United Kingdom and Canada are covered by defined contribution savings arrangements that are administered based upon the legislative and tax requirements of the respective countries. The Company made contributions to its employee benefit plans of $0.8 million and $0.7 million during the three months ended March 31, 2020 and 2019, respectively. Litigation From time to time, the Company may be subject to various claims, charges and litigation. The Company records a liability when it is both probable that a liability will be incurred and the amount of the loss can be reasonably estimated. The Company maintains insurance to cover certain actions and believes that resolution of such claims, charges, or litigation will not have a material impact on the Company’s financial position, results of operations, or liquidity. | 12. Commitments and Contingencies Letters of Credit As of December 31, 2019 and 2018, the Company had outstanding letters of credit under an office lease agreement that totaled $0.7 million and $0.6 million, respectively, which primarily guaranteed early termination fees in the event of default. The Company collateralizes the letters of credit with restricted cash balances which were classified in other noncurrent assets at December 31, 2019 and 2018. Leases The Company leases office space and certain office equipment under noncancelable leases. Most of the leases contain renewal options at then market rates. At December 31, 2019, future minimum lease payments under the existing leases were as follows: Year Ending December 31, December 31, 2019 (in thousands) 2020 $ 3,819 2021 3,774 2022 3,785 2023 3,839 2024 3,712 Thereafter 3,606 Total $ 22,535 Rent expense under noncancelable operating leases totaled $3.6 million, $2.3 million and $2.1 million for the years ended December 31, 2019, 2018 and 2017, respectively. Purchase Commitments In the ordinary course of business, the Company enters into various purchase commitments primarily related to third-party cloud hosting and data services, IT operations and marketing events. Total noncancelable purchase commitments as of December 31, 2019 were approximately $29.6 million for periods through 2022. Employment Agreements The Company has entered into various employment agreements with certain officers and foreign-based employees. The employment agreements provide for minimum annual base salaries, allowances for benefits and insurance coverage, termination rights and other provisions commonly found in such agreements. Under the terms of the employment agreements, the officers and employees are subject to non-compete provisions, as defined. Terms of the employment agreements vary and may be extended. Employee Benefit Plans The Company established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”) in which full-time U.S. employees are eligible to participate on the first day of the subsequent month of their date of employment. The 401(k) Plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a percentage of their annual compensation as defined in the 401(k) Plan. Employees in the United Kingdom and Canada are covered by defined contribution savings arrangements that are administered based upon the legislative and tax requirements of the respective countries. The Company made contributions to its employee benefit plans of $2.7 million, $2.0 million and $1.4 million during the years ended December 31, 2019, 2018 and 2017, respectively. Litigation From time to time, the Company may be subject to various claims, charges and litigation. The Company records a liability when it is both probable that a liability will be incurred and the amount of the loss can be reasonably estimated. The Company maintains insurance to cover certain actions and believes that resolution of such claims, charges, or litigation will not have a material impact on the Company’s financial position, results of operations, or liquidity. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Net Loss Per Share | ||
Net Income (Loss) Per Share | 14. Net Loss Per Share The following table provides a reconciliation of the numerator and denominator used in the Company’s calculation of basic and diluted net loss per share: Three Months Ended March 31, 2020 2019 Numerator: Net loss $ (4,166) $ (4,879) Denominator: Basic shares: Weighted-average common stock outstanding - basic and diluted 79,743 65,006 Net loss per share: Basic and diluted $ (0.05) $ (0.08) The following shares were excluded from the computation of diluted net loss per share for the periods presented, as their effect would have been antidilutive: Three Months Ended March 31, 2020 2019 (in thousands) RSUs 1,386 43 Stock options 3,419 4,207 Other awards 270 — Total antidilutive shares 5,075 4,250 | 13. Net Income (Loss) Per Share The following table provides a reconciliation of the numerator and denominator used in the Company’s calculation of basic and diluted net income (loss) per share: Year Ended December 31, 2019 2018 2017 (in thousands, except share and per share amounts) Numerator: Net income (loss) $ (1,504) $ (13,446) $ 18,961 Denominator: Basic shares: Weighted-average common stock outstanding - basic 68,906 65,002 64,984 Diluted shares: Weighted-average common stock outstanding - basic 68,906 65,002 64,984 Effect of potentially dilutive securities: RSUs — — 7 Weighted-average common stock outstanding - diluted 68,906 65,002 64,991 Net income (loss) per share: Basic $ (0.02) $ (0.21) $ 0.29 Diluted $ (0.02) $ (0.21) $ 0.29 The following shares were excluded from the computation of diluted net income (loss) per share for the periods presented, as their effect would have been antidilutive: Year Ended December 31, 2019 2018 2017 (in thousands) RSUs 1,416 37 — Stock options 3,958 4,263 3,207 Total antidilutive shares 5,374 4,300 3,207 |
Condensed Financial Information
Condensed Financial Information of Registrant | 12 Months Ended |
Dec. 31, 2019 | |
Reportable Legal Entities | Parent Company | |
Condensed Financial Information of Registrant (Parent Company Only) | 14. Condensed Financial Information of Registrant (Parent Company Only) Ping Identity Holding Corp. (Parent Company Only) Condensed Balance Sheets (In thousands, except share amounts) December 31, 2019 2018 Assets Current assets: Cash and cash equivalents $ — $ — Total current assets — — Noncurrent assets: Investment in subsidiaries 710,471 509,105 Total noncurrent assets 710,471 509,105 Total assets $ 710,471 $ 509,105 Liabilities and stockholders' equity Current liabilities: Current liabilities $ — $ — Total current liabilities — — Noncurrent liabilities: Liabilities, noncurrent — — Total noncurrent liabilities — — Total liabilities — — Commitments and contingencies Stockholders' equity: Preferred stock; $0.001 par value; 50,000,000 and 34,000,000 shares authorized at December 31, 2019 and December 31, 2018, respectively; no shares issued — — Common stock; $0.001 par value; 500,000,000 and 85,000,000 shares authorized at December 31, 2019 and December 31, 2018, respectively; 79,632,500 and 65,000,816 shares issued outstanding 80 65 Additional paid-in capital 718,446 515,979 Accumulated other comprehensive loss (399) (787) Accumulated deficit (7,656) (6,152) Total stockholders' equity 710,471 509,105 Total liabilities and stockholders' equity $ 710,471 $ 509,105 Ping Identity Holding Corp. (Parent Company Only) Condensed Statements of Operations (In thousands) Year Ended December 31, 2019 2018 2017 Revenue $ — $ — $ — Operating expenses — — — Income from operations — — — Other income (expense), net — — — Income before income taxes and equity in net income of subsidiaries — — — Benefit for income taxes — — — Equity in net income (loss) of subsidiaries (1,504) (13,446) 18,961 Net income (loss) $ (1,504) $ (13,446) $ 18,961 Ping Identity Holding Corp. (Parent Company Only) Condensed Statements of Comprehensive Income (Loss) (In thousands) Year Ended December 31, 2019 2018 2017 Net income (loss) $ (1,504) $ (13,446) $ 18,961 Other comprehensive income (loss), net of tax: Subsidiaries' other comprehensive income (loss) 388 (901) 333 Total other comprehensive income (loss) 388 (901) 333 Comprehensive income (loss) $ (1,116) $ (14,347) $ 19,294 Basis of Presentation Parent is a holding company with no material operations of its own that conducts substantially all of its activities through its subsidiaries. Parent has no direct outstanding debt obligations. However, Ping Identity Corporation, a wholly owned indirect subsidiary, as borrower under its 2016 Credit Facilities, was limited in its ability to declare dividends or make any payment on account of its capital stock to, directly or indirectly, fund a dividend or other distribution to the Parent, subject to limited exceptions, including (1) stock repurchases, (2) unlimited amounts subject to compliance with a 4.0 to 1.0 total leverage ratio giving pro forma effect to any distribution, (3) unlimited amounts up to 5% of the Parent’s market capitalization and (4) payment of the Parent’s overhead expenses. For a discussion of the 2016 Credit Facilities, see Note 7. Ping Identity Corporation is further limited in its ability to declare dividends or make any payment on account of its capital stock to, directly or indirectly, fund a dividend or other distribution to the Parent as borrower under its 2018 Credit Facilities and, upon the refinancing of its debt, as borrower under its 2019 Credit Facilities. For a discussion of the 2018 Credit Facilities, the 2019 Credit Facilities and their associated dividend restrictions, refer to Note 7. These condensed financial statements have been presented on a “parent-only” basis. Under a parent-only presentation, the Parent’s investments in subsidiaries are presented under the equity method of accounting. A condensed statement of cash flows was not presented because the Parent had no material operating, investing, or financing cash flow activities for the years ended December 31, 2019, 2018 or 2017. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. As such, these parent-only statements should be read in conjunction with the accompanying notes to consolidated financial statements. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Subsequent Events | ||
Subsequent Events | 15. Subsequent Events On April 1, 2020, the Company granted an aggregate of 1,357,690 RSUs to certain of its employees and directors under the 2019 Omnibus Incentive Plan, which had a total grant date fair value of $27.2 million that is expected to be recognized over a weighted-average vesting period of approximately four years. | 15. Subsequent Events On March 2, 2020, the Company acquired ShoCard, Inc., a Delaware corporation ("ShoCard") for $5.5 million in cash funded with existing resources. ShoCard is a cloud-based mobile identity solution that offers identity service for verified claims. An additional $3.1 million and $2.3 million is payable in common stock of the Company on the first and second anniversary of the acquisition, respectively, contingent on individuals remaining employed as of those dates and meeting certain performance conditions. These amounts are payable on such anniversaries based on a fixed dollar value. Due to the timing of the acquisition, the allocation of the purchase price has not yet been finalized. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||
Basis of Presentation and Principles of Consolidation and Unaudited Interim Consolidated Financial Information | Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All amounts are reported in U.S. dollars. | Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All amounts are reported in U.S. dollars. Certain amounts as of and for the year ended December 31, 2017 have been reclassified to conform with current period presentation. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, establishing allowances for doubtful accounts, determining useful lives for finite-lived assets, assessing the recoverability of long-lived assets, determining the fair values of assets acquired and liabilities assumed in business combinations, determining the value of right-of-use assets and lease liabilities, accounting for income taxes and related valuation allowances against deferred tax assets, valuing stock option awards and assessing the probability of the awards meeting vesting conditions, recognizing revenue, determining the amortization period for deferred commissions and assessing the accounting treatment for commitments and contingencies. Management evaluates these estimates and assumptions on an ongoing basis and makes estimates based on historical experience and various other assumptions that are believed to be reasonable. Actual results may differ from these estimates due to risks and uncertainties, including the uncertainty surrounding rapidly changing market and economic conditions due to the recent outbreak of the novel Coronavirus Disease 2019 ("COVID-19"). | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, establishing allowances for doubtful accounts, determining useful lives for finite-lived assets, assessing the recoverability of long-lived assets, determining the fair values of assets acquired and liabilities assumed in business combinations, accounting for income taxes and related valuation allowances against deferred tax assets, valuing stock option awards and assessing the probability of the awards meeting vesting conditions, recognizing revenue, determining the amortization period for deferred commissions and assessing the accounting treatment for commitments and contingencies. Management evaluates these estimates and assumptions on an ongoing basis and makes estimates based on historical experience and various other assumptions that are believed to be reasonable. Actual results may differ from these estimates. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, establishing allowances for doubtful accounts, determining useful lives for finite-lived assets, assessing the recoverability of long-lived assets, determining the fair values of assets acquired and liabilities assumed in business combinations, determining the value of right-of-use assets and lease liabilities, accounting for income taxes and related valuation allowances against deferred tax assets, valuing stock option awards and assessing the probability of the awards meeting vesting conditions, recognizing revenue, determining the amortization period for deferred commissions and assessing the accounting treatment for commitments and contingencies. Management evaluates these estimates and assumptions on an ongoing basis and makes estimates based on historical experience and various other assumptions that are believed to be reasonable. Actual results may differ from these estimates due to risks and uncertainties, including the uncertainty surrounding rapidly changing market and economic conditions due to the recent outbreak of the novel Coronavirus Disease 2019 ("COVID-19"). | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, establishing allowances for doubtful accounts, determining useful lives for finite-lived assets, assessing the recoverability of long-lived assets, determining the fair values of assets acquired and liabilities assumed in business combinations, accounting for income taxes and related valuation allowances against deferred tax assets, valuing stock option awards and assessing the probability of the awards meeting vesting conditions, recognizing revenue, determining the amortization period for deferred commissions and assessing the accounting treatment for commitments and contingencies. Management evaluates these estimates and assumptions on an ongoing basis and makes estimates based on historical experience and various other assumptions that are believed to be reasonable. Actual results may differ from these estimates. |
Stock split | Stock Split On September 5, 2019, the Company effected a 170-for-1 stock split of its issued and outstanding shares of common stock and made comparable and equitable adjustments to its equity awards in accordance with the terms of the awards. The par value of the common and preferred stock was not adjusted as a result of the stock split. Accordingly, all share and per share amounts for the periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retrospectively, where applicable, to reflect this stock split. In connection with the stock split, the Company’s Board of Directors (the “Board”) and stockholders approved the Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 85,000,000 shares (after giving effect to the stock split) to 500,000,000 shares and to increase the number of authorized shares of preferred stock from 34,000,000 shares (after giving effect to the stock split) to 50,000,000 shares. | |
Offering Costs | Offering Costs Prior to the IPO, the Company capitalized offering costs incurred in connection with the anticipated sale of common stock in the IPO, including legal, accounting, printing and other IPO-related costs. The balance of offering costs included within prepaid expenses and other current assets at December 31, 2018 was $1.3 million. Upon completion of the IPO and the exercise of the underwriters’ option to purchase additional shares, $5.5 million and $0.4 million, respectively, of offering costs were reclassified to stockholders’ equity and recorded against the proceeds received by the Company. | |
Segment and Geographic Information | Segment and Geographic Information The Company operates in a single operating segment. Operating segments are defined as components of an enterprise for which discrete financial information is available and is regularly reviewed by the chief operating decision maker in order to make decisions regarding resource allocation and performance assessment. The Company has determined that its chief operating decision maker is its Chief Executive Officer. The Company's chief operating decision maker reviews the Company's financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements. Revenue by geographic region is based on the delivery address of the customer, and is summarized by geographic area as follows: Year Ended December 31, 2019 2018 2017 (in thousands) United States $ 188,283 $ 154,609 $ 130,135 International 54,615 46,953 42,404 Total revenue $ 242,898 $ 201,562 $ 172,539 Other than the United States, no other individual country exceeded 10% of total revenue for the years ended December 31, 2019, 2018 or 2017. The Company's long-lived assets are composed of property and equipment, net, and are summarized by geographic area as follows: December 31, 2019 2018 (in thousands) United States $ 10,015 $ 4,388 International 1,168 1,242 Total property and equipment, net $ 11,183 $ 5,630 Outside of the United States and Canada, no other individual country held greater than 10% of total long-lived assets at December 31, 2019 or 2018. | |
Foreign Currency | Foreign Currency The reporting currency of the Company is the U.S. dollar. For the subsidiary where the U.S. dollar is the functional currency, foreign currency denominated monetary assets and liabilities are remeasured into U.S. dollars at current exchange rates and foreign currency denominated nonmonetary assets and liabilities are remeasured into U.S. dollars at historical exchange rates. . Resulting gains and losses are recorded in in the consolidated statements of operations in the period of occurrence. The Company’s foreign subsidiaries are translated from the applicable functional currency to the U.S. dollar using the average exchange rates during the reporting period, while assets and liabilities are translated at the period-end exchange rates. Resulting gains or losses from translating foreign currency are included in accumulated other comprehensive income (loss). | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash consists of deposits with financial institutions whereas cash equivalents primarily consist of money market funds. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. | |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable represent amounts owed to the Company by its customers that are recorded at the invoiced amount. The Company reports accounts receivable net of allowance for doubtful accounts. Management makes judgments and estimates of the probable loss related to uncollectible accounts receivable considering a number of factors including collection trends, prevailing and anticipated economic conditions, and specific customer credit risk. The Company’s allowance for doubtful accounts activity has historically not been significant. Probable losses are recorded in general and administrative expense in the accompanying consolidated statements of operations. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. | |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents on deposit at several financial institutions as well as accounts receivable. The Company deposits cash with high-credit-quality financial institutions, which, at times, may exceed federally insured amounts. The Company invests its cash equivalents in highly-rated money market funds. Additionally, the Company performs ongoing credit evaluations of its customers’ financial condition and will limit the amount of credit as deemed necessary, but currently does not require collateral from customers. As of December 31, 2019 and 2018, no single customer represented greater than 10% of accounts receivable. For the years ended December 31, 2019, 2018 and 2017, no single customer represented greater than 10% of revenue. | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-level valuation hierarchy for the disclosure of fair value measurements. The determination of the applicable level within the hierarchy of a particular asset or liability depends on the inputs used in its valuation as of the measurement date, and notably the extent to which the inputs are market-based (observable) or internally determined (unobservable). The three levels are defined as follows: ● Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2: Observable inputs, other than Level 1 inputs, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3: Unobservable inputs reflecting the Company’s own assumptions used to measure assets and liabilities at fair value and which require significant management judgment or estimation. | |
Property and Equipment | Property and Equipment Property and equipment are stated at historical cost less accumulated depreciation. Maintenance, repairs and minor renewals are expensed as incurred. Depreciation is computed using the straight-line method based on the following estimated useful lives: Asset Type Useful Life Computer equipment 3 years Purchased computer software 1 - 3 years Furniture and fixtures 3 - 5 years Leasehold improvements Lesser of the lease term or 10 years Other 3 - 5 years | |
Capitalized Software Costs | Capitalized Software Costs Costs for the development of new software products sold to customers and substantial enhancements to existing software products sold to customers are expensed as incurred until technological feasibility has been established, at which time any additional costs are capitalized during the development stage and until the software is generally released. The Company believes its current process for developing software will be essentially completed concurrently with the establishment of technological feasibility; hence, no costs have been capitalized to date. For development costs related to software to be used internally, the Company follows guidance of Accounting Standards Codification Topic 350-40, Internal Use Software and requires companies to capitalize qualifying computer software costs that are incurred during the application development stage. These capitalized costs are included in intangible assets in the consolidated balance sheets and are amortized on a straight-line basis over the expected useful life of the software, which is estimated to be between three The Company capitalizes the cost of software purchased from third-party vendors and has classified such costs as property and equipment in the consolidated balance sheets. These costs are amortized over their useful lives, which are primarily estimated to be three years. | |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations using the acquisition method of accounting, which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. The Company evaluates goodwill for impairment annually in the fourth quarter of each year and as events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company’s test for goodwill impairment starts with a qualitative assessment to determine whether it is necessary to perform a quantitative goodwill impairment test. If qualitative factors indicate that the fair value of the reporting unit is more likely than not less than its carrying amount, then a quantitative goodwill impairment test is performed. Under the quantitative impairment test, if the carrying amount of the reporting unit exceeds its fair value, then an impairment loss is recognized in an amount equal to that excess, not to exceed the total amount of goodwill. For purposes of the annual impairment test, the Company has determined it has one reporting unit. There was no impairment of goodwill recorded during the years ended December 31, 2019, 2018 or 2017. | |
Intangible Assets | Intangible Assets Intangible assets with finite lives arising from business combinations are initially recorded at fair value and amortized over their useful lives using the straight-line method. The estimated useful life for each acquired intangible asset class is as follows: Asset Type Useful Life Developed technology 4 - 9 years Customer relationships 9 - 13 years Trade names 10 years Product backlog 2 - 3 years Non-compete agreements 3 years The Company records acquired in-process research and development as indefinite-lived intangible assets. Purchased intangible assets with indefinite lives are not amortized but assessed for potential impairment annually and when events or circumstances indicate that their carrying amounts might be impaired. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment and finite-lived intangible assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Such events and changes may include significant changes in performance relative to expected operating results, significant changes in asset use, significant negative industry or economic trends and changes in the Company’s business strategy. An impairment loss is recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. There were no events or changes in circumstances that indicated the Company’s long-lived assets were impaired | |
Deferred Debt Issuance Costs | Deferred Debt Issuance Costs Issuance costs incurred to obtain debt financing are deferred and amortized to interest expense using the effective interest method over the contractual term of the debt. Total deferred debt issuance costs incurred by the Company were $1.2 million, $6.0 million and $6.8 million related to the 2019 Credit Facilities, the 2018 Credit Facilities, and the 2016 Credit Facilities respectively (discussed in Note 7). The carrying value of deferred debt issuance costs was $1.2 million and $5.2 million at December 31, 2019 and 2018, respectively, which is included as a reduction to long-term debt in the accompanying consolidated balance sheets. | |
Deferred Rent | Deferred Rent Certain of the Company’s operating leases contain credits for tenant improvements, rent holidays and rent escalation clauses. For these leases, the Company recognizes the related rent expense on a straight-line basis. The difference between the amounts charged to expense and the rent paid is recorded as deferred lease costs and amortized over the lease term. | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under Accounting Standards Codification Topic 606 (“ASC 606”), Revenue from Contracts with Customers Disaggregation of Revenue The following table presents revenue by category: Three Months Ended March 31, 2020 2019 Subscription term-based licenses: Multi-year subscription term-based licenses $ 23,988 $ 23,431 1-year subscription term-based licenses 14,149 9,294 Total subscription term-based licenses 38,137 32,725 Subscription SaaS and support and maintenance 18,681 14,895 Professional services and other 4,594 2,818 Total revenue $ 61,412 $ 50,438 The following table presents revenue by geographic region, which is based on the delivery address of the customer, and is summarized by geographic area: Three Months Ended March 31, 2020 2019 United States $ 43,029 $ 38,231 International 18,383 12,207 Total revenue $ 61,412 $ 50,438 Other than the United States, no other individual country exceeded 10% of total revenue for the three months ended March 31, 2020 or 2019. Contract Balances Contract assets represent amounts for which the Company has recognized revenue, pursuant to its revenue recognition policy, for contracts that have not yet been invoiced to customers where there is a remaining performance obligation, typically for multi-year arrangements. Three Months Ended March 31, 2020 2019 Beginning balance $ 86,010 $ 67,468 Ending balance 85,213 70,300 Change $ (797) $ 2,832 Contract liabilities consist of customer billings in advance of revenue being recognized. The opening and closing balances of contract liabilities included in deferred revenue were as follows: Three Months Ended March 31, 2020 2019 Beginning balance $ 47,507 $ 35,367 Ending balance 38,343 37,975 Change $ (9,164) $ 2,608 The change in deferred revenue relates primarily to invoicing customers and recognizing revenue in conjunction with the satisfaction of performance obligations. Revenue recognized during the three months ended March 31, 2020 and 2019 that was included in the deferred revenue balances at the beginning of the respective periods was as follows: Three Months Ended March 31, 2020 2019 Deferred revenue recognized as revenue $ 22,968 $ 15,536 Remaining Performance Obligations Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and noncancelable amounts to be invoiced. As of March 31, 2020, the Company had $116.6 million of transaction price allocated to remaining performance obligations, of which 90% is expected to be recognized as revenue over the next 24 months, with the remainder to be recognized thereafter. | Revenue Recognition The Company recognizes revenue under Accounting Standards Codification Topic 606, Revenue from Contracts with Customers 1. Identification of the contract with a customer The Company contracts with its customers through order forms, which in some cases are governed by master sales agreements. The Company determines that it has a contract with a customer when the order form has been approved, each party’s rights regarding the products or services to be transferred can be identified, the payment terms for the products or services can be identified, the Company has determined the customer has the ability and intent to pay and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit, reputation and financial or other information pertaining to the customer. At contract inception, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. 2. Determination of whether the goods or services in a contract comprise performance obligations Performance obligations promised in a contract are identified based on the products and services that will be transferred to the customer that are both (i) capable of being distinct, whereby the customer can benefit from a product or service either on its own or together with other resources that are readily available from third parties or from the Company, and (ii) are distinct in the context of the contract, whereby the transfer of certain products or services is separately identifiable from other promises in the contract. The Company sells its solutions through subscription-based contracts. The Company’s subscriptions for solutions deployed on-premise within the customer’s technology infrastructure are comprised of a term-based license and an obligation to provide support and maintenance, where the term-based license and the support and maintenance constitute separate performance obligations. The Company’s SaaS subscriptions provide customers the right to access cloud-hosted software and support for the SaaS service, which the Company considers to be a single performance obligation. The Company also renews subscriptions for support and maintenance, which the Company considers to be a single performance obligation. Professional services consist of consulting and training services. These services are distinct performance obligations from subscriptions and do not result in significant customization of the software. 3. Measurement of the transaction price The Company determines the transaction price based on the consideration that the Company expects to receive in exchange for transferring the promised goods or services to the customer. This transaction price is exclusive of amounts collected on behalf of third parties, such as sales tax and value-added tax. The Company does not offer refunds, rebates or credits to customers in the normal course of business, so the impact of variable consideration has not been material. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts generally do not include a significant financing component. The primary purpose of the Company’s invoicing terms is to provide customers with a simple and predictable way to purchase the Company’s subscriptions, not to provide customers with financing. 4. Allocation of the transaction price to separate performance obligations 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 each obligation’s relative standalone selling price (“SSP”). The SSP is determined based on the prices at which the Company separately sells the product, assuming the majority of these fall within a pricing range. In instances where SSP is not directly observable, such as when the Company does not sell the software license separately, the Company determines the SSP using information that may include market conditions and other observable inputs that can require significant judgment. There is typically a range of standalone selling prices for individual products and services based on a stratification of those products and services by quantity and other circumstances. If one of the performance obligations is outside of the SSP range, the Company determines SSP to be the nearest endpoint of the range. 5. Recognition of revenue when or as the Company satisfies each performance obligation Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product or service to the customer. The Company’s software subscriptions include both upfront revenue recognition when the Company transfers control of the term-based license to the customer, as well as revenue recognized ratably over the contract period for support and maintenance based on the stand-ready nature of these subscription elements. Revenue for the Company’s SaaS products is recognized ratably over the contract period as the Company satisfies the performance obligation. Professional services revenue provided on a time and materials basis is recognized as these services are performed. Revenue from training services and sponsorship fees is recognized on the date the services are complete. The Company generates sales directly through its sales team as well as through its channel partners. Where channel partners are involved, the Company has determined that it is the principal in these arrangements. Sales to channel partners are generally made at a discount, and revenues are recorded at the discounted price once the revenue recognition criteria above have been met. In certain instances, the Company pays referral fees to its partners, which the Company has determined to be commensurate with internal sales commissions and thus records these payments as sales commissions. Channel partners generally receive an order from an end customer prior to placing an order with the Company, and payment from channel partners is not contingent on the partner’s collection from end customers. Disaggregation of Revenue The following table presents revenue by category: Year Ended December 31, 2019 2018 2017 (in thousands) Subscription term-based licenses: Multi-year subscription term-based licenses $ 113,151 $ 88,925 $ 86,421 1-year subscription term-based licenses 48,255 44,743 35,678 Total subscription term-based licenses 161,406 133,668 122,099 Subscription SaaS and support and maintenance 63,939 51,323 38,120 Professional services and other 17,553 16,571 12,320 Total revenue $ 242,898 $ 201,562 $ 172,539 Contract Balances Contract assets represent amounts for which the Company has recognized revenue, pursuant to its revenue recognition policy, for contracts that have not yet been invoiced to customers where there is a remaining performance obligation, typically for multi-year arrangements. The opening and closing balances of contract assets were as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Beginning balance $ 67,468 $ 60,662 $ 38,491 Ending balance 86,010 67,468 60,662 Change $ 18,542 $ 6,806 $ 22,171 Contract liabilities consist of customer billings in advance of revenue being recognized. The Company primarily invoices its customers for subscription arrangements annually in advance, though certain contracts require invoicing for the entire subscription in advance. 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, noncurrent in the consolidated balance sheets. The opening and closing balances of contract liabilities included in deferred revenue were as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Beginning balance $ 35,367 $ 33,810 $ 27,606 Ending balance 47,507 35,367 33,810 Change $ 12,140 $ 1,557 $ 6,204 The change in deferred revenue relates primarily to invoicing customers and recognizing revenue in conjunction with the satisfaction of performance obligations. Revenue recognized during the years ended December 31, 2019, 2018 and 2017 that was included in the deferred revenue balances at the beginning of the respective periods was as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Deferred revenue recognized as revenue $ 33,100 $ 31,391 $ 26,332 Remaining Performance Obligations Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and noncancelable amounts to be invoiced. As of December 31, 2019, the Company had $135.6 million of transaction price allocated to remaining performance obligations, of which 89% is expected to be recognized as revenue over the next 24 months, with the remainder to be recognized thereafter. |
Deferred Commissions | Deferred Commissions The following table summarizes the account activity of deferred commissions for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 2019 Beginning balance $ 13,670 $ 11,033 Additions to deferred commissions 1,536 1,298 Amortization of deferred commissions (2,102) (1,396) Ending balance $ 13,104 $ 10,935 Deferred commissions, current $ 5,303 $ 3,831 Deferred commissions, noncurrent 7,801 7,104 Total deferred commissions $ 13,104 $ 10,935 | Deferred Commissions Sales commissions earned by the Company’s internal and external sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for new contracts and additional sales to existing customers are deferred and recorded in deferred commissions, current and noncurrent in the Company’s consolidated balance sheets. Deferred commissions are amortized over the period of benefit, which the Company has determined to be generally four years. The Company determined the period of benefit by taking into consideration its customer contracts, its technology and other factors. Deferred commissions are amortized consistent with the pattern of revenue recognition for each performance obligation for contracts for which the commissions were earned. The Company includes amortization of deferred commissions in sales and marketing expense in the consolidated statements of operations. The Company periodically reviews the carrying amount of deferred commissions to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs. The Company did not recognize an impairment of deferred commissions during the years ended December 31, 2019, 2018 or 2017. The following table summarizes the account activity of deferred commissions for the years ended December 31, 2019, 2018 and 2017: Year Ended December 31, 2019 2018 2017 (in thousands) Beginning balance $ 11,033 $ 6,354 $ 2,121 Additions to deferred commissions 9,060 9,981 7,693 Amortization of deferred commissions (6,423) (5,302) (3,460) Ending balance $ 13,670 $ 11,033 $ 6,354 Deferred commissions, current $ 5,814 $ 3,746 $ 1,858 Deferred commissions, noncurrent 7,856 7,287 4,496 Total deferred commissions $ 13,670 $ 11,033 $ 6,354 |
Research and Development | Research and Development Research and development costs include direct and allocated expenses. Other than software development costs that qualify for capitalization as discussed above, research and development costs are expensed as incurred. | |
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred. Advertising expense is included within sales and marketing expense in the consolidated statements of operations. For the years ended December 31, 2019, 2018 and 2017, advertising expenses were $1.9 million, $1.5 million and $1.2 million, respectively. | |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense for time-based awards is determined based on the grant-date fair value, net of forfeitures, and is recognized on a straight-line basis over the requisite service period of the award, which is typically the vesting term of the award. Prior to the adoption of ASU 2016-09 on January 1, 2018, the Company estimated the forfeiture rate annually using its historical experience of forfeited awards. The Company then adjusted for actual forfeitures at each vesting date. After the adoption of ASU 2016-09, forfeitures are accounted for as they occur. Stock-based compensation expense for awards subject to both performance and market conditions is determined based on the grant-date fair value and is recognized on a graded vesting basis over the term of the award once it is probable that the performance conditions will be met. The fair value of each time-based option grant is estimated on the date of the grant using the Black-Scholes option pricing model. For awards subject to performance and market conditions, the Company uses a Monte Carlo simulation model, which utilizes multiple inputs to estimate the probability that market conditions will be achieved. Both models require highly subjective assumptions as inputs, including the following: ● Risk-free rate : The risk-free interest rate is based on the implied yield currently available on U.S. Treasury securities with a remaining term commensurate with the estimated expected term. ● Expected term : For time-based awards, the estimated expected term of options granted is generally calculated as the vesting period plus the midpoint of the remaining contractual term, as the Company does not have sufficient historical information to develop reasonable expectations surrounding future exercise patterns and post-vesting employment termination behavior. For awards subject to market and performance conditions, the expected term represents the period of time that the options granted are expected to be outstanding. ● Dividend yield : The Company uses a dividend yield of zero, as it does not currently issue dividends and has no plans to issue dividends in the foreseeable future. ● Volatility : Since the Company does not have substantive trading history of its common stock, expected volatility is estimated based on the historical volatility of peer companies over the period commensurate with the estimated expected term. ● Fair value : Prior to the IPO, there was no public market for the Company’s common stock, so the fair value of the shares of common stock was established by the Board using various inputs, including an independent valuation. Following the IPO, the Company’s shares are traded in the public market, and accordingly the Company uses the applicable closing price of its common stock to determine fair value. The following assumptions were used for time-based options granted during the years ended December 31, 2019, 2018 and 2017: Year Ended December 31, 2019 2018 2017 Risk-free rate — 2.6 % - 3.0 % 2.0 % - 2.2 % Expected term — 6.1 years 6.1 years Dividend yield — — — Volatility — 39 % - 42 % 38 % - 42 % Weighted-average grant date fair value of options granted during period — $4.84 $3.43 The following assumptions were used for awards subject to performance and market conditions that were granted during the years ended December 31, 2019, 2018 and 2017: Year Ended December 31, 2019 2018 2017 Risk-free rate — 2.5 % - 2.8 % 1.5 % - 1.9 % Expected term — 1.7 - 3.3 years 3.8 - 4.5 years Dividend yield — — — Volatility — 45 % - 55 % 57 % - 62 % Weighted-average grant date fair value of options granted during period — $2.29 $2.29 The Company calculates the fair value for restricted stock units (“RSUs”) based on the estimated fair value of the Company’s common stock on the date of grant and records compensation expense over the vesting period using a straight-line method. Prior to the adoption of ASU 2016-09, the Company factored an estimated forfeiture rate in calculating compensation expense on RSUs and adjusted for actual forfeitures upon the vesting of each tranche of RSUs. After the adoption of ASU 2016-09, forfeitures are accounted for as they occur. | |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statement basis and the income tax basis of assets and liabilities that will result in taxable or deductible amounts in the future. The Company’s temporary differences result primarily from net operating losses, stock compensation, deferred revenue, intangible assets and accrued expenses. Deferred income tax asset and liability computations are based on enacted tax laws and rates applicable to the years in which the differences are expected to affect taxable income. A valuation allowance is established when necessary to reduce deferred income tax assets to the amounts expected to be realized. The Company evaluates the tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are more likely than not of being sustained by the applicable tax authority. Tax positions not deemed to meet the more likely than not threshold would not be recorded as a tax benefit or expense in the current year. Interest and penalties related to income tax liabilities are included in the benefit (provision) for income taxes. | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period, plus the dilutive effects of RSUs and stock options. Dilutive shares of common stock are determined by applying the treasury stock method. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases Effective January 1, 2020, the Company adopted ASC 842 using the modified retrospective transition approach through a cumulative-effect adjustment, which resulted in the recognition of right-of-use assets of $14.6 million and lease liabilities of $18.9 million. As part of applying the modified retrospective transition method, the Company elected to apply the package of transition practical expedients within the new guidance. As required by ASC 842, these expedients have been elected as a package and have been consistently applied across the Company’s lease portfolio. Given this election, the Company need not reassess the following: ● whether any expired or existing contracts are or contain leases; ● the lease classification for any expired or existing leases; or ● the treatment of initial direct costs relating to any existing leases. The Company also elected to apply the transition practical expedient to use hindsight in determining lease term and in assessing impairment of right-of-use assets. As a result of adoption of this standard and election of the transition practical expedients, the Company recognized right-of-use assets and lease liabilities for those leases classified as operating leases under ASC 840 that continued to be classified as operating leases under ASC 842 at the later of (1) the earliest period presented or (2) the applicable lease commencement date. In applying the modified retrospective transition method to these leases, the Company measured lease liabilities at the present value of the sum of remaining minimum rental payments (as defined under ASC 840), as the leases contained no residual value guarantees. These lease liabilities have been measured using the Company’s incremental borrowing rates at the later of (1) the earliest period presented or (2) the commencement date of the applicable lease. Additionally, right-of-use assets for these operating leases have been measured as the initial measurement of applicable lease liabilities adjusted for any prepaid/accrued rent and unamortized lease incentives. The adoption of ASC 842 did not have a material impact on the condensed consolidated statements of cash flows or condensed consolidated statements of operations and comprehensive loss. Expanded disclosures around the Company’s lease agreements under ASC 842 are included in Note 12 of these condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments method, which will generally result in earlier recognition of allowances for losses. In February 2020, the FASB issued ASU No. 2020-02, Financial Instruments – Credit Losses (Topic 326) In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB issued ASU No. 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 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement disclosures upon the issuance of ASU 2018-13 while delaying the adoption of the additional disclosures until their effective date. The Company will adopt ASU 2018-13 in the first quarter of 2020 and does not expect it to have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU No. 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 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||
Schedule of revenue by geographic region | Three Months Ended March 31, 2020 2019 United States $ 43,029 $ 38,231 International 18,383 12,207 Total revenue $ 61,412 $ 50,438 | Year Ended December 31, 2019 2018 2017 (in thousands) United States $ 188,283 $ 154,609 $ 130,135 International 54,615 46,953 42,404 Total revenue $ 242,898 $ 201,562 $ 172,539 |
Schedule of property, plant and equipment summarized by geographical area | December 31, 2019 2018 (in thousands) United States $ 10,015 $ 4,388 International 1,168 1,242 Total property and equipment, net $ 11,183 $ 5,630 | |
Summary of estimated useful lives of property, plant and equipment | Asset Type Useful Life Computer equipment 3 years Purchased computer software 1 - 3 years Furniture and fixtures 3 - 5 years Leasehold improvements Lesser of the lease term or 10 years Other 3 - 5 years | |
Summary of estimated useful life for each acquired intangible assets | Asset Type Useful Life Developed technology 4 - 9 years Customer relationships 9 - 13 years Trade names 10 years Product backlog 2 - 3 years Non-compete agreements 3 years | |
Schedule of revenue by category | Three Months Ended March 31, 2020 2019 Subscription term-based licenses: Multi-year subscription term-based licenses $ 23,988 $ 23,431 1-year subscription term-based licenses 14,149 9,294 Total subscription term-based licenses 38,137 32,725 Subscription SaaS and support and maintenance 18,681 14,895 Professional services and other 4,594 2,818 Total revenue $ 61,412 $ 50,438 | Year Ended December 31, 2019 2018 2017 (in thousands) Subscription term-based licenses: Multi-year subscription term-based licenses $ 113,151 $ 88,925 $ 86,421 1-year subscription term-based licenses 48,255 44,743 35,678 Total subscription term-based licenses 161,406 133,668 122,099 Subscription SaaS and support and maintenance 63,939 51,323 38,120 Professional services and other 17,553 16,571 12,320 Total revenue $ 242,898 $ 201,562 $ 172,539 |
Schedule of contract assets | Three Months Ended March 31, 2020 2019 Beginning balance $ 86,010 $ 67,468 Ending balance 85,213 70,300 Change $ (797) $ 2,832 | Year Ended December 31, 2019 2018 2017 (in thousands) Beginning balance $ 67,468 $ 60,662 $ 38,491 Ending balance 86,010 67,468 60,662 Change $ 18,542 $ 6,806 $ 22,171 |
Schedule of contract liabilities | Three Months Ended March 31, 2020 2019 Beginning balance $ 47,507 $ 35,367 Ending balance 38,343 37,975 Change $ (9,164) $ 2,608 | Year Ended December 31, 2019 2018 2017 (in thousands) Beginning balance $ 35,367 $ 33,810 $ 27,606 Ending balance 47,507 35,367 33,810 Change $ 12,140 $ 1,557 $ 6,204 |
Schedule of deferred revenue recognized as revenue | Three Months Ended March 31, 2020 2019 Deferred revenue recognized as revenue $ 22,968 $ 15,536 | Year Ended December 31, 2019 2018 2017 (in thousands) Deferred revenue recognized as revenue $ 33,100 $ 31,391 $ 26,332 |
Schedule of deferred commission | Three Months Ended March 31, 2020 2019 Beginning balance $ 13,670 $ 11,033 Additions to deferred commissions 1,536 1,298 Amortization of deferred commissions (2,102) (1,396) Ending balance $ 13,104 $ 10,935 Deferred commissions, current $ 5,303 $ 3,831 Deferred commissions, noncurrent 7,801 7,104 Total deferred commissions $ 13,104 $ 10,935 | Year Ended December 31, 2019 2018 2017 (in thousands) Beginning balance $ 11,033 $ 6,354 $ 2,121 Additions to deferred commissions 9,060 9,981 7,693 Amortization of deferred commissions (6,423) (5,302) (3,460) Ending balance $ 13,670 $ 11,033 $ 6,354 Deferred commissions, current $ 5,814 $ 3,746 $ 1,858 Deferred commissions, noncurrent 7,856 7,287 4,496 Total deferred commissions $ 13,670 $ 11,033 $ 6,354 |
Summary of assumptions used | Risk-free rate 1.7 % Expected term 2.3 years Dividend yield — Volatility 47.0 % Weighted-average fair value of modified options $4.41 | |
Time-based options | ||
Summary of Significant Accounting Policies | ||
Summary of assumptions used | Year Ended December 31, 2019 2018 2017 Risk-free rate — 2.6 % - 3.0 % 2.0 % - 2.2 % Expected term — 6.1 years 6.1 years Dividend yield — — — Volatility — 39 % - 42 % 38 % - 42 % Weighted-average grant date fair value of options granted during period — $4.84 $3.43 | |
Performance and market based options | ||
Summary of Significant Accounting Policies | ||
Summary of assumptions used | Year Ended December 31, 2019 2018 2017 Risk-free rate — 2.5 % - 2.8 % 1.5 % - 1.9 % Expected term — 1.7 - 3.3 years 3.8 - 4.5 years Dividend yield — — — Volatility — 45 % - 55 % 57 % - 62 % Weighted-average grant date fair value of options granted during period — $2.29 $2.29 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fair Value of Financial Instruments | ||
Schedule of fair value of financial instruments | March 31, 2020 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Money market funds $ 50,055 $ — $ — $ 50,055 December 31, 2019 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Money market funds $ 47,858 $ — $ — $ 47,858 | December 31, 2019 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Money market funds $ 47,858 $ — $ — $ 47,858 December 31, 2018 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Money market funds $ 57,974 $ — $ — $ 57,974 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Property and Equipment | ||
Schedule of property and equipment | March 31, December 31, 2020 2019 (in thousands) Computer equipment $ 5,899 $ 5,729 Furniture and fixtures 3,847 3,757 Purchased computer software 785 785 Leasehold improvements 7,448 7,086 Other 448 448 Property and equipment, gross 18,427 17,805 Less: Accumulated depreciation (7,398) (6,622) Property and equipment, net $ 11,029 $ 11,183 | December 31, 2019 2018 (in thousands) Computer equipment $ 5,729 $ 4,218 Furniture and fixtures 3,757 1,920 Purchased computer software 785 450 Leasehold improvements 7,086 2,868 Other 448 363 Property and equipment, gross 17,805 9,819 Less: Accumulated depreciation (6,622) (4,189) Property and equipment, net $ 11,183 $ 5,630 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations | |
Schedule of allocation of the purchase price, based on the estimated fair value of the assets acquired and liabilities assumed at the acquisition date | April 5, 2018 Useful Life (in thousands) Fair value of net assets acquired In process research and development $ 3,006 Indefinite Goodwill 15,972 Indefinite Deferred tax asset 108 Other assets 3 Total assets acquired 19,089 Deferred revenue (115) Total liabilities assumed (115) Net assets acquired $ 18,974 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets | ||
Summary of changes in the carrying amount of goodwill balance | March 31, 2020 (in thousands) Beginning balance $ 417,696 Additions to goodwill related to acquisitions 1,015 Ending balance $ 418,711 | December 31, 2019 2018 (in thousands) Beginning balance $ 417,696 $ 401,724 Additions to goodwill related to acquisitions — 15,972 Ending balance $ 417,696 $ 417,696 |
Summary of intangible assets | The Company’s intangible assets as of March 31, 2020 were as follows: March 31, 2020 Gross Accumulated Net Carrying Amount Amortization Value (in thousands) Developed technology $ 111,488 $ (45,507) $ 65,981 Customer relationships 94,875 (28,080) 66,795 Trade names 56,674 (21,173) 35,501 Capitalized internal-use software 25,180 (7,697) 17,483 Other intangible assets 1,014 (424) 590 Total intangible assets subject to amortization $ 289,231 $ (102,881) $ 186,350 In-process research and development 586 — 586 Total intangible assets $ 289,817 $ (102,881) $ 186,936 The Company’s intangible assets as of December 31, 2019 were as follows: December 31, 2019 Gross Accumulated Net Carrying Amount Amortization Value (in thousands) Developed technology $ 107,938 $ (42,260) $ 65,678 Customer relationships 94,875 (26,205) 68,670 Trade names 56,640 (19,754) 36,886 Capitalized internal-use software 21,881 (6,375) 15,506 Other intangible assets 1,077 (535) 542 Total intangible assets subject to amortization 282,411 (95,129) 187,282 In-process research and development 586 — 586 Total intangible assets $ 282,997 $ (95,129) $ 187,868 | The Company’s intangible assets as of December 31, 2019 were as follows: December 31, 2019 Gross Accumulated Net Carrying Amount Amortization Value (in thousands) Developed technology $ 107,938 $ (42,260) $ 65,678 Customer relationships 94,875 (26,205) 68,670 Trade names 56,640 (19,754) 36,886 Capitalized internal-use software 21,881 (6,375) 15,506 Other intangible assets 1,077 (535) 542 Total intangible assets subject to amortization 282,411 (95,129) 187,282 In-process research and development 586 — 586 Total intangible assets $ 282,997 $ (95,129) $ 187,868 The Company’s intangible assets as of December 31, 2018 were as follows: December 31, 2018 Gross Accumulated Net Carrying Amount Amortization Value (in thousands) Developed technology $ 107,938 $ (29,433) $ 78,505 Customer relationships 94,875 (18,702) 76,173 Trade names 56,436 (14,084) 42,352 Product backlog 2,185 (2,117) 68 Capitalized internal-use software 11,422 (2,995) 8,427 Non-compete agreements 1,224 (1,014) 210 Other intangible assets 1,055 (333) 722 Total intangible assets subject to amortization 275,135 (68,678) 206,457 In-process research and development 586 — 586 Total intangible assets $ 275,721 $ (68,678) $ 207,043 |
Summary of expected amortization expense for intangible assets subject to amortization for the next five years | Year Ending December 31, March 31, 2020 (in thousands) 2020 (remaining nine months) $ 24,581 2021 31,997 2022 32,227 2023 25,861 2024 25,095 Thereafter 46,589 Total $ 186,350 | Year Ending December 31, December 31, 2019 (in thousands) 2020 $ 31,420 2021 30,643 2022 28,788 2023 26,445 2024 24,512 Thereafter 45,474 Total $ 187,282 |
Debt (Tables)
Debt (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt | ||
Summary of future principal payments on outstanding borrowings | Future principal payments on outstanding borrowings as of March 31, 2020 are as follows: Year Ending December 31, March 31, 2020 (in thousands) 2020 (remaining nine months) $ — 2021 — 2022 — 2023 — 2024 150,000 Thereafter — Total $ 150,000 | Year Ending December 31, December 31, 2019 (in thousands) 2020 $ — 2021 — 2022 — 2023 — 2024 52,177 Thereafter — Total $ 52,177 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Schedule of amounts of income (loss) from continuing operations before income taxes | Year Ended December 31, 2019 2018 2017 (in thousands) United States $ (12,707) $ (12,488) $ 3,996 Foreign 2,981 2,417 1,780 Income (loss) before income taxes $ (9,726) $ (10,071) $ 5,776 |
Schedule of benefit (provision) for income taxes | Year Ended December 31, 2019 2018 2017 (in thousands) Current Federal $ — $ (23) $ — State (711) (55) — Foreign (446) (225) (96) Total current expense (1,157) (303) (96) Deferred Federal 3,266 1,416 14,501 State 5,280 (4,756) (2,201) Foreign 833 268 981 Total deferred benefit (expense) 9,379 (3,072) 13,281 Benefit (provision) for income taxes $ 8,222 $ (3,375) $ 13,185 |
Schedule of benefit (provision) for income taxes from continuing operations differs from the provision determined by applying the U.S. statutory tax rate to pretax earnings | Year Ended December 31, 2019 2018 2017 (dollars in thousands) Statutory U.S. federal income taxes $ 2,042 (21.0) % $ 2,115 (21.0) % $ (2,021) (35.0) % State income taxes, net of federal taxes 482 (5.0) 405 (4.0) (166) (2.9) Foreign taxes rate differential 49 (0.5) 18 (0.2) 257 4.4 Rate changes - tax reform — — — — 17,040 295.0 Rate changes - other 2,726 (28.0) (4,210) 41.8 (1,901) (32.9) Income tax credits 1,036 (10.7) 536 (5.3) 1,358 23.5 Change in valuation allowance — — — — (533) (9.2) Deemed repatriation of untaxed foreign earnings — — — — (1,158) (20.0) Contingent deal consideration (610) 6.3 (985) 9.8 — — Meals and entertainment (826) 8.5 (706) 7.0 (519) (9.0) GILTI inclusion (820) 8.4 (338) 3.4 — — Acquisition costs — — (134) 1.3 — — Transaction costs 116 (1.2) — — — — Stock-based compensation 293 (3.0) — — — — Transportation costs (120) 1.2 — — — — State net operating loss adjustment — — — — 746 12.9 Return to provision 178 (1.8) 36 (0.4) 131 2.3 Other permanent items (95) 1.0 (159) 1.6 (45) (0.8) R&D credits 4,642 (47.7) — — — — Uncertain tax positions (920) 9.5 — — — — Other 49 (0.5) 47 (0.5) (4) (0.1) Benefit (provision) for income taxes $ 8,222 (84.5) % $ (3,375) 33.5 % $ 13,185 228.2 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, 2019 2018 (in thousands) Deferred tax assets Accruals and reserves $ — $ — Fixed assets and intangible assets 380 130 Tax credits (net of uncertain tax position) 8,845 3,386 Deferred share-based compensation 2,642 1,525 Loss and other carryforwards 23,767 35,191 Other 1,433 720 Gross deferred tax assets 37,067 40,952 Valuation allowance (1,812) (1,812) Net deferred tax asset 35,255 39,140 Deferred tax liabilities Accruals and reserves (508) (138) Fixed assets and intangible assets (47,871) (53,849) Deferred revenue (14,024) (21,896) Other, net (668) (540) Gross deferred tax liabilities (63,071) (76,423) Net deferred tax liability $ (27,816) $ (37,283) |
Schedule of components giving rise to the net deferred income tax liabilities | December 31, 2019 2018 (in thousands) Noncurrent deferred tax assets $ 2,755 $ 1,829 Noncurrent deferred tax liabilities (30,571) (39,112) Net deferred tax liability $ (27,816) $ (37,283) |
Schedule of changes in the valuation allowance for deferred tax assets | December 31, 2019 2018 2017 (in thousands) Valuation allowance at beginning of year $ 1,812 $ 1,812 $ 1,279 Increases recorded to income tax provision — — 533 Valuation allowance at end of year $ 1,812 $ 1,812 $ 1,812 |
Schedule of income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. | Years Under Additional Examination Open Years Jurisdiction U.S. Federal None 2016 - 2018 United Kingdom None 2014 - 2018 Canada None 2014 - 2018 Australia None 2014 - 2018 Israel None 2015 - 2018 France None 2017 - 2018 |
Schedule of changes in the unrecognized tax benefits | December 31, 2019 2018 2017 (in thousands) Unrecognized tax benefits at beginning of the year $ 211 $ 292 $ 706 Current year increase 920 — — Statute expiration (41) (78) (365) Currency 7 (13) 11 Tax rate changes (6) 10 (60) Unrecognized tax benefits at end of the year $ 1,091 $ 211 $ 292 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Stock-Based Compensation | ||
Summary of stock-based compensation expense | Three Months Ended March 31, 2020 2019 Subscription cost of revenue $ 146 $ — Professional services and other cost of revenue 84 — Sales and marketing 797 222 Research and development 888 215 General and administrative 942 622 Total $ 2,857 $ 1,059 | Year Ended December 31, 2019 2018 2017 (in thousands) Subscription cost of revenue $ 141 $ — $ — Professional services and other cost of revenue 80 — — Sales and marketing 1,407 726 626 Research and development 1,364 342 297 General and administrative 3,340 1,780 1,601 Total $ 6,332 $ 2,848 $ 2,524 |
Summary of the status of the Company's unvested RSUs and activity | Weighted Average Grant Date Shares Fair Value Unvested as of December 31, 2019 1,415,629 $ 16.46 Granted 49,513 24.28 Forfeited/canceled (61,882) 16.21 Vested (17,170) 15.77 Unvested as of March 31, 2020 1,386,090 $ 16.75 | Weighted Average Grant Date Shares Fair Value Unvested as of December 31, 2018 37,272 $ 8.29 Granted 1,474,996 16.49 Forfeited/canceled (39,477) 15.99 Vested (57,162) 12.25 Unvested as of December 31, 2019 1,415,629 $ 16.46 |
Summary of stock option activity and related information | Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value (in years) (in thousands) Outstanding as of December 31, 2019 5,945,878 $ 9.41 7.5 $ 88,520 Granted — — Forfeited/canceled (332,380) 9.02 Exercised (403,601) 8.17 5,647 Outstanding as of March 31, 2020 5,209,897 $ 9.53 7.1 $ 54,633 As of March 31, 2020: Vested and expected to vest 3,418,862 $ 9.56 7.1 $ 35,766 Vested and exercisable 2,314,738 $ 8.71 6.6 $ 26,174 | Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value (in years) (in thousands) Outstanding as of December 31, 2018 6,398,982 $ 9.31 8.4 $ 25,678 Granted — — — Forfeited/canceled (253,582) 7.97 2,739 Exercised (199,522) 7.88 2,007 Outstanding as of December 31, 2019 5,945,878 $ 9.41 7.5 $ 88,520 As of December 31, 2019: Vested and expected to vest 3,958,005 $ 9.42 7.5 $ 58,914 Vested and exercisable 2,485,010 $ 8.56 7.0 $ 39,118 |
Summary of assumptions used | Risk-free rate 1.7 % Expected term 2.3 years Dividend yield — Volatility 47.0 % Weighted-average fair value of modified options $4.41 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies | ||
Summary of future minimum lease payments under the existing leases | Year Ending December 31, March 31, 2020 (in thousands) 2020 (remaining nine months) $ 3,106 2021 4,093 2022 4,016 2023 4,069 2024 3,730 Thereafter 3,602 Total lease payments 22,616 Less: imputed interest (2,768) Total operating lease liability $ 19,848 | Year Ending December 31, December 31, 2019 (in thousands) 2020 $ 3,819 2021 3,774 2022 3,785 2023 3,839 2024 3,712 Thereafter 3,606 Total $ 22,535 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Net Loss Per Share | ||
Summary of reconciliation of the numerator and denominator used in the Company's calculation of basic and diluted net income (loss) per share | Three Months Ended March 31, 2020 2019 Numerator: Net loss $ (4,166) $ (4,879) Denominator: Basic shares: Weighted-average common stock outstanding - basic and diluted 79,743 65,006 Net loss per share: Basic and diluted $ (0.05) $ (0.08) | Year Ended December 31, 2019 2018 2017 (in thousands, except share and per share amounts) Numerator: Net income (loss) $ (1,504) $ (13,446) $ 18,961 Denominator: Basic shares: Weighted-average common stock outstanding - basic 68,906 65,002 64,984 Diluted shares: Weighted-average common stock outstanding - basic 68,906 65,002 64,984 Effect of potentially dilutive securities: RSUs — — 7 Weighted-average common stock outstanding - diluted 68,906 65,002 64,991 Net income (loss) per share: Basic $ (0.02) $ (0.21) $ 0.29 Diluted $ (0.02) $ (0.21) $ 0.29 |
Summary of shares excluded from the computation of diluted net income per share for the periods presented, as their effect would have been antidilutive | Three Months Ended March 31, 2020 2019 (in thousands) RSUs 1,386 43 Stock options 3,419 4,207 Other awards 270 — Total antidilutive shares 5,075 4,250 | Year Ended December 31, 2019 2018 2017 (in thousands) RSUs 1,416 37 — Stock options 3,958 4,263 3,207 Total antidilutive shares 5,374 4,300 3,207 |
Condensed Financial Informati_2
Condensed Financial Information of Registrant (Parent Company Only) (Tables) - Reportable Legal Entities - Parent Company | 12 Months Ended |
Dec. 31, 2019 | |
Condensed Balance Sheets | Ping Identity Holding Corp. (Parent Company Only) Condensed Balance Sheets (In thousands, except share amounts) December 31, 2019 2018 Assets Current assets: Cash and cash equivalents $ — $ — Total current assets — — Noncurrent assets: Investment in subsidiaries 710,471 509,105 Total noncurrent assets 710,471 509,105 Total assets $ 710,471 $ 509,105 Liabilities and stockholders' equity Current liabilities: Current liabilities $ — $ — Total current liabilities — — Noncurrent liabilities: Liabilities, noncurrent — — Total noncurrent liabilities — — Total liabilities — — Commitments and contingencies Stockholders' equity: Preferred stock; $0.001 par value; 50,000,000 and 34,000,000 shares authorized at December 31, 2019 and December 31, 2018, respectively; no shares issued — — Common stock; $0.001 par value; 500,000,000 and 85,000,000 shares authorized at December 31, 2019 and December 31, 2018, respectively; 79,632,500 and 65,000,816 shares issued outstanding 80 65 Additional paid-in capital 718,446 515,979 Accumulated other comprehensive loss (399) (787) Accumulated deficit (7,656) (6,152) Total stockholders' equity 710,471 509,105 Total liabilities and stockholders' equity $ 710,471 $ 509,105 |
Condensed Statements of Operations | Ping Identity Holding Corp. (Parent Company Only) Condensed Statements of Operations (In thousands) Year Ended December 31, 2019 2018 2017 Revenue $ — $ — $ — Operating expenses — — — Income from operations — — — Other income (expense), net — — — Income before income taxes and equity in net income of subsidiaries — — — Benefit for income taxes — — — Equity in net income (loss) of subsidiaries (1,504) (13,446) 18,961 Net income (loss) $ (1,504) $ (13,446) $ 18,961 |
Condensed Statements of Comprehensive Income (Loss) | Ping Identity Holding Corp. (Parent Company Only) Condensed Statements of Comprehensive Income (Loss) (In thousands) Year Ended December 31, 2019 2018 2017 Net income (loss) $ (1,504) $ (13,446) $ 18,961 Other comprehensive income (loss), net of tax: Subsidiaries' other comprehensive income (loss) 388 (901) 333 Total other comprehensive income (loss) 388 (901) 333 Comprehensive income (loss) $ (1,116) $ (14,347) $ 19,294 |
Overview and Basis of Present_2
Overview and Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 22, 2019 | Sep. 23, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Overview and Basis of Presentation | ||||||
Shares issued | 1,875,000 | 12,500,000 | ||||
Net proceeds | $ 200,531 | |||||
Offering expenses | $ 295 | $ 7 | $ 5,164 | $ 493 | ||
IPO | ||||||
Overview and Basis of Presentation | ||||||
Shares issued | 12,500,000 | |||||
Offering price | $ 15 | |||||
Net proceeds | $ 194,600 | |||||
Payments of underwriting discounts and commissions | 15,100 | |||||
Offering expenses | 5,900 | |||||
Repayment of debt | $ 26,100 | $ 170,300 | ||||
Over-Allotment Option | ||||||
Overview and Basis of Presentation | ||||||
Shares issued | 1,875,000 | |||||
2018 Term Loan | IPO | ||||||
Overview and Basis of Presentation | ||||||
Repayment of debt | $ 196,400 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Stock split (Details) | Sep. 05, 2019shares | Mar. 31, 2020shares | Dec. 31, 2019shares | Sep. 23, 2019shares | Sep. 04, 2019shares | Dec. 31, 2018shares | Jun. 30, 2016shares |
Summary of Significant Accounting Policies | |||||||
Stock split ratio | 170 | ||||||
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 85,000,000 | 85,000,000 | 85,000,000 |
Preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | 34,000,000 | 34,000,000 | 34,000,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Deferred Offering Costs (Details) - IPO - USD ($) $ in Millions | Oct. 22, 2019 | Sep. 23, 2019 | Dec. 31, 2018 |
Summary of Significant Accounting Policies | |||
Deferred offering costs | $ 1.3 | ||
Offering costs reclassified to stockholders' equity | $ 0.4 | $ 5.5 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Revenue by geographic area (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Disaggregation of Revenue | |||||
Number of operating segments | segment | 1 | ||||
Total revenue | $ 61,412 | $ 50,438 | $ 242,898 | $ 201,562 | $ 172,539 |
Property and equipment, net | 11,029 | 11,183 | 5,630 | ||
United States | |||||
Disaggregation of Revenue | |||||
Total revenue | 43,029 | 38,231 | 188,283 | 154,609 | 130,135 |
Property and equipment, net | 10,015 | 4,388 | |||
International | |||||
Disaggregation of Revenue | |||||
Total revenue | $ 18,383 | $ 12,207 | 54,615 | 46,953 | $ 42,404 |
Property and equipment, net | $ 1,168 | $ 1,242 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Property And Equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Computer equipment | |
Property and Equipment | |
Useful Life | 3 years |
Minimum | Purchased computer software | |
Property and Equipment | |
Useful Life | 1 year |
Minimum | Furniture and fixtures | |
Property and Equipment | |
Useful Life | 3 years |
Minimum | Other | |
Property and Equipment | |
Useful Life | 3 years |
Maximum | Purchased computer software | |
Property and Equipment | |
Useful Life | 3 years |
Maximum | Furniture and fixtures | |
Property and Equipment | |
Useful Life | 5 years |
Maximum | Leasehold improvements | |
Property and Equipment | |
Useful Life | 10 years |
Maximum | Other | |
Property and Equipment | |
Useful Life | 5 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Capitalized Software Cost and Goodwill (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019USD ($)item | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Capitalized Software Costs | |||
Useful life | 3 years | ||
Goodwill impairment | $ 0 | $ 0 | $ 0 |
Number of reporting unit for goodwill impairment test | item | 1 | ||
Minimum | |||
Capitalized Software Costs | |||
Useful life | 3 years | ||
Maximum | |||
Capitalized Software Costs | |||
Useful life | 4 years | ||
Capitalized internal-use software | |||
Capitalized Software Costs | |||
Amount capitalized | $ 10.5 | $ 6.3 | $ 3.4 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Intangible Assets | |||
Useful life | 3 years | ||
Impairment of indefinite-lived intangible assets | $ 0 | $ 0 | $ 0 |
Minimum | |||
Intangible Assets | |||
Useful life | 3 years | ||
Maximum | |||
Intangible Assets | |||
Useful life | 4 years | ||
Developed technology | Minimum | |||
Intangible Assets | |||
Useful life | 4 years | ||
Developed technology | Maximum | |||
Intangible Assets | |||
Useful life | 9 years | ||
Customer relationships | Minimum | |||
Intangible Assets | |||
Useful life | 9 years | ||
Customer relationships | Maximum | |||
Intangible Assets | |||
Useful life | 13 years | ||
Trade names | |||
Intangible Assets | |||
Useful life | 10 years | ||
Product backlog | Minimum | |||
Intangible Assets | |||
Useful life | 2 years | ||
Product backlog | Maximum | |||
Intangible Assets | |||
Useful life | 3 years | ||
Non-compete agreements | |||
Intangible Assets | |||
Useful life | 3 years |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Deferred Debt Issuance Costs (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 22, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Debt Issuance Costs | |||||
Deferred debt issuance costs | $ 1.2 | $ 1.2 | $ 5.2 | ||
2016 Term Loan | |||||
Deferred Debt Issuance Costs | |||||
Total deferred debt issuance costs | $ 6.8 | ||||
2018 Term Loan | |||||
Deferred Debt Issuance Costs | |||||
Total deferred debt issuance costs | $ 6 | ||||
Deferred debt issuance costs | $ 4.6 | ||||
2019 Term Loan | |||||
Deferred Debt Issuance Costs | |||||
Total deferred debt issuance costs | $ 1.2 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Revenue by category (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue | |||||
Total revenue | $ 61,412 | $ 50,438 | $ 242,898 | $ 201,562 | $ 172,539 |
Subscription | |||||
Disaggregation of Revenue | |||||
Total revenue | 56,818 | 47,620 | 225,345 | 184,991 | 160,219 |
Subscription term-based licenses | |||||
Disaggregation of Revenue | |||||
Total revenue | 38,137 | 32,725 | 161,406 | 133,668 | 122,099 |
Multi-year subscription term-based licenses | |||||
Disaggregation of Revenue | |||||
Total revenue | 23,988 | 23,431 | 113,151 | 88,925 | 86,421 |
1-year subscription term-based licenses | |||||
Disaggregation of Revenue | |||||
Total revenue | 14,149 | 9,294 | 48,255 | 44,743 | 35,678 |
Subscription SaaS and support and maintenance | |||||
Disaggregation of Revenue | |||||
Total revenue | 18,681 | 14,895 | 63,939 | 51,323 | 38,120 |
Professional services and other | |||||
Disaggregation of Revenue | |||||
Total revenue | $ 4,594 | $ 2,818 | $ 17,553 | $ 16,571 | $ 12,320 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Contract assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Contract assets | |||||
Beginning balance | $ 86,010 | $ 67,468 | $ 67,468 | $ 60,662 | $ 38,491 |
Ending balance | 85,213 | 70,300 | 86,010 | 67,468 | 60,662 |
Change | $ (797) | $ 2,832 | $ 18,542 | $ 6,806 | $ 22,171 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Contract liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Contract liabilities | |||||
Beginning balance | $ 47,507 | $ 35,367 | $ 35,367 | $ 33,810 | $ 27,606 |
Ending balance | 38,343 | 37,975 | 47,507 | 35,367 | 33,810 |
Change | $ (9,164) | $ 2,608 | $ 12,140 | $ 1,557 | $ 6,204 |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Deferred revenue recognized as revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Deferred revenue recognized as revenue | |||||
Deferred revenue recognized as revenue | $ 22,968 | $ 15,536 | $ 33,100 | $ 31,391 | $ 26,332 |
Summary of Significant Accou_16
Summary of Significant Accounting Policies - Remaining Performance Obligations (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | ||
Remaining Performance Obligations | ||
Transaction price allocated to remaining performance obligations | $ 135.6 | |
Percentage expected to be recognized as revenue | 89.00% | |
Expected to be recognized as revenue, period | 24 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | ||
Remaining Performance Obligations | ||
Transaction price allocated to remaining performance obligations | $ 116.6 | |
Percentage expected to be recognized as revenue | 90.00% | |
Expected to be recognized as revenue, period | 24 months |
Summary of Significant Accou_17
Summary of Significant Accounting Policies - Deferred Commissions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Summary of Significant Accounting Policies | ||||||||||
Amortization period | 4 years | |||||||||
Beginning balance | $ 13,670 | $ 11,033 | $ 11,033 | $ 6,354 | $ 2,121 | |||||
Additions to deferred commissions | 1,536 | 1,298 | 9,060 | 9,981 | 7,693 | |||||
Amortization of deferred commissions | (2,102) | (1,396) | (6,423) | (5,302) | (3,460) | |||||
Ending balance | 13,104 | 10,935 | 13,670 | 11,033 | 6,354 | |||||
Deferred commissions, current | $ 5,303 | $ 5,814 | $ 3,831 | $ 3,746 | $ 1,858 | |||||
Deferred commissions, noncurrent | 7,801 | 7,856 | 7,104 | 7,287 | 4,496 | |||||
Total deferred commissions | $ 13,104 | $ 10,935 | 11,033 | 11,033 | 2,121 | $ 13,104 | $ 13,670 | $ 10,935 | $ 11,033 | $ 6,354 |
Advertising expenses | $ 1,900 | $ 1,500 | $ 1,200 |
Summary of Significant Accou_18
Summary of Significant Accounting Policies - Stock Based Compensation (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Time-based options | ||
Summary of Significant Accounting Policies | ||
Risk-free rate, minimum | 2.60% | 2.00% |
Risk-free rate, maximum | 3.00% | 2.20% |
Expected term | 6 years 1 month 6 days | 6 years 1 month 6 days |
Volatility, minimum | 39.00% | 38.00% |
Volatility, maximum | 42.00% | 42.00% |
Weighted-average grant date fair value of options granted during period | $ 4.84 | $ 3.43 |
Performance and market based options | ||
Summary of Significant Accounting Policies | ||
Risk-free rate, minimum | 2.50% | 1.50% |
Risk-free rate, maximum | 2.80% | 1.90% |
Volatility, minimum | 45.00% | 57.00% |
Volatility, maximum | 55.00% | 62.00% |
Weighted-average grant date fair value of options granted during period | $ 2.29 | $ 2.29 |
Minimum | Performance and market based options | ||
Summary of Significant Accounting Policies | ||
Expected term | 1 year 8 months 12 days | 3 years 9 months 18 days |
Maximum | Performance and market based options | ||
Summary of Significant Accounting Policies | ||
Expected term | 3 years 3 months 18 days | 4 years 6 months |
Summary of Significant Accou_19
Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Jan. 01, 2020 |
Recent Accounting Pronouncements | ||
Right of use asset | $ 14,461 | |
Operating lease liability | $ 19,848 | |
Restatement Adjustment [Member] | Accounting Standards Update 2016-02 [Member] | ||
Recent Accounting Pronouncements | ||
Right of use asset | $ 14,600 | |
Operating lease liability | $ 18,900 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - Recurring - Money market funds - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value of Financial Instruments | |||
Cash and cash equivalents | $ 50,055 | $ 47,858 | $ 57,974 |
Level 1 | |||
Fair Value of Financial Instruments | |||
Cash and cash equivalents | $ 50,055 | $ 47,858 | $ 57,974 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property and Equipment | |||||
Property and equipment, gross | $ 18,427 | $ 17,805 | $ 9,819 | ||
Less: Accumulated depreciation | (7,398) | (6,622) | (4,189) | ||
Property and equipment, net | 11,029 | 11,183 | 5,630 | ||
Depreciation expense | 900 | $ 700 | 3,100 | 2,200 | $ 1,900 |
Computer equipment | |||||
Property and Equipment | |||||
Property and equipment, gross | 5,899 | 5,729 | 4,218 | ||
Furniture and fixtures | |||||
Property and Equipment | |||||
Property and equipment, gross | 3,847 | 3,757 | 1,920 | ||
Purchased computer software | |||||
Property and Equipment | |||||
Property and equipment, gross | 785 | 785 | 450 | ||
Leasehold improvements | |||||
Property and Equipment | |||||
Property and equipment, gross | 7,448 | 7,086 | 2,868 | ||
Other | |||||
Property and Equipment | |||||
Property and equipment, gross | $ 448 | $ 448 | $ 363 |
Business Combinations (Details)
Business Combinations (Details) - Elastic Beam Inc. - USD ($) $ in Millions | Apr. 05, 2018 | Dec. 31, 2019 |
Business Combinations | ||
Percentage of voting equity interest acquired | 100.00% | |
Total purchase price | $ 19 | |
Up-front cash consideration | 17.4 | |
Consideration payable | 1.6 | |
Consideration payable on the first anniversary of acquisition | 1.1 | |
Consideration payable on the second anniversary of acquisition | 0.5 | |
Consideration paid on the first anniversary of acquisition | $ 1.1 | |
Contingent compensation payable on the first anniversary of acquisition | 4.8 | |
Contingent compensation payable on the second anniversary of acquisition | $ 4.2 | |
Contingent compensation paid on the first anniversary of acquisition | $ 4.8 |
Business Combinations - Fair va
Business Combinations - Fair value of assets acquired and liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Mar. 31, 2020 | Dec. 31, 2019 | Apr. 05, 2018 | Dec. 31, 2017 | |
Fair value of net assets acquired | |||||
Goodwill | $ 417,696 | $ 418,711 | $ 417,696 | $ 401,724 | |
Elastic Beam Inc. | |||||
Fair value of net assets acquired | |||||
In process research and development | $ 3,006 | ||||
Goodwill | 15,972 | ||||
Deferred tax asset | 108 | ||||
Other assets | 3 | ||||
Total assets acquired | 19,089 | ||||
Deferred revenue | (115) | ||||
Total liabilities assumed | (115) | ||||
Net assets acquired | 18,974 | ||||
Goodwill deductible for tax purposes | $ 0 | ||||
Acquisition related expenses | $ 600 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2018 | |
Changes in the carrying amount of the Company's goodwill balance | ||
Beginning balance | $ 417,696 | $ 401,724 |
Additions to goodwill related to acquisitions | 1,015 | 15,972 |
Ending balance | $ 418,711 | $ 417,696 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Total intangible assets subject to amortization | |||||
Gross Amount | $ 289,231 | $ 282,411 | $ 275,135 | ||
Accumulated Amortization | (102,881) | (95,129) | (68,678) | ||
Net Carrying Value | 186,350 | 187,282 | 206,457 | ||
Total intangible assets not subject to amortization | |||||
Total intangible assets, gross | 289,817 | 282,997 | 275,721 | ||
Total intangible assets, net | 186,936 | 187,868 | 207,043 | ||
Amortization expense | 7,900 | $ 7,300 | 29,900 | 28,600 | $ 27,200 |
In-process research and development reclassified to developed technology as technological feasibility was achieved | 3,000 | $ 3,000 | |||
In-process research and development | |||||
Total intangible assets not subject to amortization | |||||
Indefinite lived intangible assets | 586 | 586 | 586 | ||
Developed technology | |||||
Total intangible assets subject to amortization | |||||
Gross Amount | 111,488 | 107,938 | 107,938 | ||
Accumulated Amortization | (45,507) | (42,260) | (29,433) | ||
Net Carrying Value | 65,981 | 65,678 | 78,505 | ||
Customer relationships | |||||
Total intangible assets subject to amortization | |||||
Gross Amount | 94,875 | 94,875 | 94,875 | ||
Accumulated Amortization | (28,080) | (26,205) | (18,702) | ||
Net Carrying Value | 66,795 | 68,670 | 76,173 | ||
Trade names | |||||
Total intangible assets subject to amortization | |||||
Gross Amount | 56,674 | 56,640 | 56,436 | ||
Accumulated Amortization | (21,173) | (19,754) | (14,084) | ||
Net Carrying Value | 35,501 | 36,886 | 42,352 | ||
Product backlog | |||||
Total intangible assets subject to amortization | |||||
Gross Amount | 2,185 | ||||
Accumulated Amortization | (2,117) | ||||
Net Carrying Value | 68 | ||||
Capitalized internal-use software | |||||
Total intangible assets subject to amortization | |||||
Gross Amount | 25,180 | 21,881 | 11,422 | ||
Accumulated Amortization | (7,697) | (6,375) | (2,995) | ||
Net Carrying Value | 17,483 | 15,506 | 8,427 | ||
Non-compete agreements | |||||
Total intangible assets subject to amortization | |||||
Gross Amount | 1,224 | ||||
Accumulated Amortization | (1,014) | ||||
Net Carrying Value | 210 | ||||
Other intangible assets | |||||
Total intangible assets subject to amortization | |||||
Gross Amount | 1,014 | 1,077 | 1,055 | ||
Accumulated Amortization | (424) | (535) | (333) | ||
Net Carrying Value | $ 590 | $ 542 | $ 722 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortization expense for intangible assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Expected amortization expense for intangible assets subject to amortization | |||
2020 | $ 31,420 | ||
2021 | $ 31,997 | 30,643 | |
2022 | 32,227 | 28,788 | |
2023 | 25,861 | 26,445 | |
2024 | 25,095 | 24,512 | |
Thereafter | 46,589 | 45,474 | |
Total | $ 186,350 | $ 187,282 | $ 206,457 |
Debt (Details)
Debt (Details) | Oct. 22, 2019USD ($) | Sep. 23, 2019USD ($) | Sep. 01, 2018 | Jan. 25, 2018USD ($) | Aug. 03, 2016USD ($) | Dec. 31, 2019USD ($) | Jan. 31, 2018USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 22, 2019USD ($) | Jun. 30, 2016USD ($) |
Debt | |||||||||||||||
Deferred debt issuance cost | $ 1,200,000 | $ 1,200,000 | $ 1,200,000 | $ 5,200,000 | |||||||||||
Loss on extinguishment of debt | 4,532,000 | 9,785,000 | |||||||||||||
Interest expense | 400,000 | $ 3,900,000 | 12,200,000 | 14,900,000 | $ 17,900,000 | ||||||||||
Long-term debt, net of current portion | 50,941,000 | 148,826,000 | 50,941,000 | 241,051,000 | |||||||||||
Current portion of long-term debt | 0 | 0 | 2,500,000 | ||||||||||||
Deferred debt issuance costs | 1,200,000 | 1,200,000 | 1,200,000 | 5,200,000 | |||||||||||
Amortization of debt issuance costs | $ 62,000 | $ 211,000 | 679,000 | 889,000 | $ 1,372,000 | ||||||||||
IPO | |||||||||||||||
Debt | |||||||||||||||
Repayment of debt | $ 26,100,000 | $ 170,300,000 | |||||||||||||
2016 Term Loan | |||||||||||||||
Debt | |||||||||||||||
Principal amount of debt | $ 150,000,000 | ||||||||||||||
Increase in face amount | $ 20,000,000 | ||||||||||||||
2016 Term Loan | LIBO rate | |||||||||||||||
Debt | |||||||||||||||
Floor rate (as a percent) | 1.00% | ||||||||||||||
Variable rate spread (as a percent) | 9.25% | ||||||||||||||
2016 Term Loan | Base rate | |||||||||||||||
Debt | |||||||||||||||
Floor rate (as a percent) | 2.00% | ||||||||||||||
Variable rate spread (as a percent) | 8.25% | ||||||||||||||
2016 Revolver | |||||||||||||||
Debt | |||||||||||||||
Principal committed amount | $ 10,000,000 | ||||||||||||||
2016 Revolver | From September 30, 2016 | |||||||||||||||
Debt | |||||||||||||||
Revenue recurring leverage ratio | 2.1 | ||||||||||||||
2016 Revolver | Until September 30, 2018 | |||||||||||||||
Debt | |||||||||||||||
Revenue recurring leverage ratio | 1.3 | ||||||||||||||
2016 Revolver | From December 31, 2018 | |||||||||||||||
Debt | |||||||||||||||
Total leverage ratio | 8.3 | ||||||||||||||
2016 Revolver | Until June 31, 2021 | |||||||||||||||
Debt | |||||||||||||||
Total leverage ratio | 2.4 | ||||||||||||||
2018 Term Loan | |||||||||||||||
Debt | |||||||||||||||
Principal amount of debt | $ 250,000,000 | $ 250,000,000 | |||||||||||||
Deferred debt issuance cost | $ 4,600,000 | ||||||||||||||
Loss on extinguishment of debt | 3,600,000 | ||||||||||||||
Percentage of principal amount payable quarterly | 0.25% | ||||||||||||||
Deferred debt issuance costs | $ 4,600,000 | ||||||||||||||
2018 Term Loan | IPO | |||||||||||||||
Debt | |||||||||||||||
Repayment of debt | $ 196,400,000 | ||||||||||||||
2018 Term Loan | LIBO rate | |||||||||||||||
Debt | |||||||||||||||
Floor rate (as a percent) | 1.00% | ||||||||||||||
Variable rate spread (as a percent) | 3.75% | ||||||||||||||
2018 Term Loan | Base rate | |||||||||||||||
Debt | |||||||||||||||
Floor rate (as a percent) | 2.00% | ||||||||||||||
Variable rate spread (as a percent) | 2.75% | ||||||||||||||
2018 Revolver | |||||||||||||||
Debt | |||||||||||||||
Principal committed amount | 25,000,000 | 25,000,000 | |||||||||||||
Threshold stock repurchases | $ 1,500,000 | $ 1,500,000 | |||||||||||||
Threshold percentage of consolidated EBITDA | 3.75% | 3.75% | |||||||||||||
Total leverage ratio as exceptions | 4.25 | 4.25 | |||||||||||||
Threshold percentage of parents market capitalization | 7.00% | 7.00% | |||||||||||||
Loss on extinguishment of debt | $ 9,800,000 | ||||||||||||||
2018 Revolver | LIBO rate | |||||||||||||||
Debt | |||||||||||||||
Floor rate (as a percent) | 1.00% | ||||||||||||||
Variable rate spread (as a percent) | 3.75% | ||||||||||||||
2018 Revolver | Base rate | |||||||||||||||
Debt | |||||||||||||||
Floor rate (as a percent) | 2.00% | ||||||||||||||
Variable rate spread (as a percent) | 2.75% | ||||||||||||||
2019 Credit Agreement | |||||||||||||||
Debt | |||||||||||||||
Principal amount of debt | $ 150,000,000 | 150,000,000 | |||||||||||||
Consolidated interest coverage ratio | 3.50 | ||||||||||||||
Threshold stock repurchases | $ 5,000,000 | 5,000,000 | |||||||||||||
Number of quarters | 4 | ||||||||||||||
Threshold unlimited amounts | $ 19,500,000 | ||||||||||||||
Threshold percentage of consolidated EBITDA | 15.00% | ||||||||||||||
Total leverage ratio as exceptions | 6 | ||||||||||||||
Loss on extinguishment of debt | 900,000 | ||||||||||||||
2019 Credit Agreement | Minimum | |||||||||||||||
Debt | |||||||||||||||
Principal amount of debt | $ 10,000,000 | $ 10,000,000 | |||||||||||||
Senior secured net leverage ratio | 3.50 | ||||||||||||||
Commitment fee percentage | 0.20% | ||||||||||||||
2019 Credit Agreement | Maximum | |||||||||||||||
Debt | |||||||||||||||
Senior secured net leverage ratio | 4 | ||||||||||||||
Commitment fee percentage | 0.35% | ||||||||||||||
2019 Credit Agreement | Federal funds rate | |||||||||||||||
Debt | |||||||||||||||
Variable rate spread (as a percent) | 0.50% | ||||||||||||||
2019 Credit Agreement | LIBO rate | Minimum | |||||||||||||||
Debt | |||||||||||||||
Variable rate spread (as a percent) | 1.25% | ||||||||||||||
2019 Credit Agreement | LIBO rate | Maximum | |||||||||||||||
Debt | |||||||||||||||
Variable rate spread (as a percent) | 2.00% | ||||||||||||||
2019 Credit Agreement | Adjusted one month LIBOR | |||||||||||||||
Debt | |||||||||||||||
Variable rate spread (as a percent) | 1.00% | ||||||||||||||
2019 Credit Agreement | Base rate | Minimum | |||||||||||||||
Debt | |||||||||||||||
Variable rate spread (as a percent) | 0.25% | ||||||||||||||
2019 Credit Agreement | Base rate | Maximum | |||||||||||||||
Debt | |||||||||||||||
Variable rate spread (as a percent) | 1.00% |
Debt - Future principal payment
Debt - Future principal payments (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Future principal payments on outstanding borrowings | ||
2024 | $ 150,000 | $ 52,177 |
Total | $ 150,000 | $ 52,177 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Jan. 01, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Taxes | |||||||
Benefit (provision) for income taxes | $ 1,944 | $ 1,063 | $ 8,222 | $ (3,375) | $ 13,185 | ||
Statutory U.S. federal income taxes | 21.00% | 21.00% | 21.00% | 35.00% | |||
Statutory U.S. federal income taxes | $ (2,042) | $ (2,115) | $ 2,021 | ||||
Increase to tax benefit, Tax Cut and Jobs Act | 17,000 | ||||||
Transition tax expense | 1,200 | ||||||
Undistributed earnings of foreign subsidiaries | 13,900 | ||||||
Undistributed earnings repatriated | 8,900 | ||||||
Additional Federal Income tax expense | 1,200 | ||||||
Net operating loss carryforwards | 95,400 | ||||||
Valuation allowance | 1,812 | 1,812 | 1,812 | $ 1,279 | |||
Interest or penalties on unrecognized tax benefits | 0 | $ 0 | $ 0 | ||||
Research and development | |||||||
Income Taxes | |||||||
U.S operating loss carryforward | 5,300 | ||||||
Foreign operating loss carryforward | 3,700 | ||||||
NOL carryforward that will expire prior to utilization | 2,500 | ||||||
Minimum | |||||||
Income Taxes | |||||||
Withholding tax payable on unremitted earnings | $ 900 |
Income Taxes - Income (Loss) Fr
Income Taxes - Income (Loss) From Continuing Operations Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes | |||||
United States | $ (12,707) | $ (12,488) | $ 3,996 | ||
Foreign | 2,981 | 2,417 | 1,780 | ||
Loss before income taxes | $ (6,110) | $ (5,942) | $ (9,726) | $ (10,071) | $ 5,776 |
Income Taxes - Benefit For Inco
Income Taxes - Benefit For Income Taxes From Continuing Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current | |||||
Federal | $ (23) | ||||
State | $ (711) | (55) | |||
Foreign | (446) | (225) | $ (96) | ||
Total current expense | (1,157) | (303) | (96) | ||
Deferred | |||||
Federal | 3,266 | 1,416 | 14,501 | ||
State | 5,280 | (4,756) | (2,201) | ||
Foreign | 833 | 268 | 981 | ||
Total deferred benefit (expense) | $ 2,050 | $ 1,270 | 9,379 | (3,073) | 13,286 |
Total deferred benefit (expense) | (3,072) | 13,281 | |||
Benefit (provision) for income taxes | $ 1,944 | $ 1,063 | $ 8,222 | $ (3,375) | $ 13,185 |
Income Taxes - Difference From
Income Taxes - Difference From Provision (Details) - USD ($) $ in Thousands | Jan. 01, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Amount | ||||||
Statutory U.S. federal income taxes | $ 2,042 | $ 2,115 | $ (2,021) | |||
State income taxes, net of federal taxes | 482 | 405 | (166) | |||
Foreign taxes rate differential | 49 | 18 | 257 | |||
Rate changes - tax reform | 17,040 | |||||
Rate changes - other | 2,726 | (4,210) | (1,901) | |||
Income tax credits | 1,036 | 536 | 1,358 | |||
Change in valuation allowance | (533) | |||||
Deemed repatriation of untaxed foreign earnings | (1,158) | |||||
Contingent deal consideration | (610) | (985) | ||||
Meals and entertainment | (826) | (706) | (519) | |||
GILTI inclusion | (820) | (338) | ||||
Acquisition costs | (134) | |||||
Transaction Cost | 116 | |||||
Stock-based compensation | 293 | |||||
Transportation costs | (120) | |||||
State net operating loss adjustment | 746 | |||||
Return to provision | 178 | 36 | 131 | |||
Other permanent items | (95) | (159) | (45) | |||
R&D credits | 4,642 | |||||
Uncertain tax positions | (920) | |||||
Other | 49 | 47 | (4) | |||
Benefit (provision) for income taxes | $ 1,944 | $ 1,063 | $ 8,222 | $ (3,375) | $ 13,185 | |
Percent | ||||||
Statutory U.S. federal income taxes | (21.00%) | (21.00%) | (21.00%) | (35.00%) | ||
State income taxes, net of federal taxes | (5.00%) | (4.00%) | (2.90%) | |||
Foreign taxes rate differential | (0.50%) | (0.20%) | 4.40% | |||
Rate changes - tax reform | 2.950 | |||||
Rate changes - other | (28.00%) | 41.80% | (32.90%) | |||
Income tax credits | 10.70% | 5.30% | (23.50%) | |||
Change in valuation allowance | (9.20%) | |||||
Deemed repatriation of untaxed foreign earnings | (20.00%) | |||||
Contingent deal consideration | 6.30% | 9.80% | ||||
Meals and entertainment | 8.50% | 7.00% | (9.00%) | |||
GILTI inclusion | 8.40% | 3.40% | ||||
Acquisition costs | 1.30% | |||||
Transaction cost | (1.20%) | |||||
Stock-based compensation | (3.00%) | |||||
Transportation costs | 1.20% | |||||
State net operating loss adjustment | 12.90% | |||||
Return to provision | (1.80%) | (0.40%) | 2.30% | |||
Other permanent items | 1.00% | 1.60% | (0.80%) | |||
R&D credits | (47.70%) | |||||
Uncertain tax positions | (9.50%) | |||||
Other | (0.50%) | (0.50%) | (0.10%) | |||
Benefit (provision) for income taxes | (84.50%) | 33.50% | 228.20% |
Income Taxes - Components of de
Income Taxes - Components of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets | ||||
Fixed assets and intangible assets | $ 380 | $ 130 | ||
Tax credits | 8,845 | 3,386 | ||
Deferred share-based compensation | 2,642 | 1,525 | ||
Loss and other carryforwards | 23,767 | 35,191 | ||
Other | 1,433 | 720 | ||
Gross deferred tax assets | 37,067 | 40,952 | ||
Valuation allowance | (1,812) | (1,812) | $ (1,812) | $ (1,279) |
Net deferred tax asset | 35,255 | 39,140 | ||
Deferred tax liabilities | ||||
Accruals and reserves | (508) | (138) | ||
Fixed assets and intangible assets | (47,871) | (53,849) | ||
Deferred revenue | (14,024) | (21,896) | ||
Other, net | (668) | (540) | ||
Gross deferred tax liabilities | (63,071) | (76,423) | ||
Net deferred tax liability | $ (27,816) | $ (37,283) |
Income Taxes - Components of ne
Income Taxes - Components of net deferred income tax liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Income Taxes | |||
Deferred income taxes, net | $ 2,532 | $ 2,755 | $ 1,829 |
Noncurrent deferred tax liabilities | $ (27,603) | (30,571) | (39,112) |
Net deferred tax liability | $ (27,816) | $ (37,283) |
Income Taxes - Changes in the v
Income Taxes - Changes in the valuation allowance (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Income Taxes | |
Valuation allowance at beginning of year | $ 1,279 |
Increases recorded to income tax provision | 533 |
Valuation allowance at end of year | $ 1,812 |
Income Taxes - Changes In The U
Income Taxes - Changes In The Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes | |||
Unrecognized tax benefits at beginning of the year | $ 211 | $ 292 | $ 706 |
Current year (increase) | 920 | ||
Statute expiration | (41) | (78) | (365) |
Currency (Decrease) | (13) | ||
Currency (increase) | 7 | 11 | |
Tax rate changes | (6) | 10 | (60) |
Unrecognized tax benefits at end of the year | $ 1,091 | $ 211 | $ 292 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 23, 2019 | Sep. 05, 2019 | Sep. 04, 2019 | Dec. 31, 2018 | Jun. 30, 2016 |
Stockholders' Equity | |||||||
Number of common stock authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 85,000,000 | 85,000,000 | 85,000,000 |
Number of preferred stock authorized | 50,000,000 | 50,000,000 | 50,000,000 | 34,000,000 | 34,000,000 | 34,000,000 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Stockholders' Equity - Common s
Stockholders' Equity - Common stock and Preferred stock (Details) | Oct. 22, 2019shares | Sep. 23, 2019$ / sharesshares | Mar. 31, 2020Vote$ / sharesshares | Dec. 31, 2019item$ / sharesshares | Sep. 05, 2019$ / sharesshares | Sep. 04, 2019shares | Dec. 31, 2018$ / sharesshares | Jun. 30, 2016$ / sharesshares |
Common stock | ||||||||
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 85,000,000 | 85,000,000 | 85,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Number of votes per share | 1 | 1 | ||||||
Shares issued | 1,875,000 | 12,500,000 | ||||||
Preferred stock | ||||||||
Preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | 34,000,000 | 34,000,000 | 34,000,000 | ||
Preferred stock, issued (in shares) | 0 | 0 | 0 | |||||
Preferred stock, outstanding (in shares) | 0 | 0 | 0 |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2016 | |
Stock-Based Compensation | ||||||
Stock-based compensation expense | $ 2,857 | $ 1,059 | $ 6,332 | $ 2,848 | $ 2,524 | |
2016 Plan | ||||||
Stock-Based Compensation | ||||||
Common stock reserved for future issuance | 6,800,000 | |||||
2019 Omnibus Incentive Plan | ||||||
Stock-Based Compensation | ||||||
Maximum number of shares available for issuance | 11,290,813 | 9,300,000 | ||||
Cost of revenue - Subscription | ||||||
Stock-Based Compensation | ||||||
Stock-based compensation expense | $ 146 | $ 141 | ||||
Cost of revenue - Professional services and other | ||||||
Stock-Based Compensation | ||||||
Stock-based compensation expense | 84 | 80 | ||||
Sales and marketing | ||||||
Stock-Based Compensation | ||||||
Stock-based compensation expense | 797 | 222 | 1,407 | 726 | 626 | |
Research and development | ||||||
Stock-Based Compensation | ||||||
Stock-based compensation expense | 888 | 215 | 1,364 | 342 | 297 | |
General and administrative | ||||||
Stock-Based Compensation | ||||||
Stock-based compensation expense | $ 942 | $ 622 | $ 3,340 | $ 1,780 | $ 1,601 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units (Details) - RSU - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2020 | Dec. 31, 2019 | |
Stock Based Compensation | |||||||
Weighted-average grant-date fair value | $ 16.75 | $ 13.30 | $ 16.46 | $ 8.29 | $ 16.75 | $ 16.46 | |
Total intrinsic value | $ 0.4 | $ 0 | $ 0.7 | $ 0.1 | $ 0 | ||
Total unrecognized compensation | $ 20 | $ 21.5 | |||||
Unrecognized compensation, recognition period | 3 years 4 months 24 days | 3 years 7 months 6 days | |||||
RSUs granted | 49,513 | 1,474,996 | |||||
Shares | |||||||
Unvested as of December 31, 2018 | 1,415,629 | 37,272 | 37,272 | ||||
Granted | 49,513 | 1,474,996 | |||||
Forfeited/canceled | (61,882) | (39,477) | |||||
Vested | (17,170) | (57,162) | |||||
Unvested as of December 31, 2019 | 1,386,090 | 1,415,629 | 37,272 | ||||
Weighted Average Grant Date Fair Value | |||||||
Unvested as of December 31, 2018 | $ 16.46 | $ 8.29 | $ 8.29 | ||||
Granted | 24.28 | 16.49 | $ 9.39 | $ 7.85 | |||
Forfeited/canceled | 16.21 | 15.99 | |||||
Vested | 15.77 | 12.25 | |||||
Unvested as of December 31, 2019 | $ 16.75 | $ 13.30 | $ 16.46 | $ 8.29 | |||
Minimum | |||||||
Stock Based Compensation | |||||||
Vesting period | 1 year | 1 year | |||||
Maximum | |||||||
Stock Based Compensation | |||||||
Vesting period | 4 years | 4 years |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options (Details) - Stock Options - shares | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock Based Compensation | |||||
Granted | 0 | 0 | 0 | ||
Contractual life | 10 years | ||||
Time-based options | |||||
Stock Based Compensation | |||||
Granted | 1,413,251 | 569,970 | |||
Vesting period | 4 years | ||||
Vesting percentage | 25.00% | ||||
Performance and market conditions | |||||
Stock Based Compensation | |||||
Granted | 706,628 | 284,984 |
Stock-Based Compensation - Mark
Stock-Based Compensation - Market Conditions (Details) - USD ($) | Sep. 23, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Assumptions used | ||||||
Stock-based compensation expense | $ 2,857,000 | $ 1,059,000 | $ 6,332,000 | $ 2,848,000 | $ 2,524,000 | |
Stock Options | ||||||
Assumptions used | ||||||
Stock-based compensation expense | 0 | |||||
Stock Options | Performance and market conditions | ||||||
Assumptions used | ||||||
Stock-based compensation expense | $ 0 | $ 8,800,000 | ||||
IPO | Stock Options | Performance and market conditions | ||||||
Assumptions used | ||||||
Risk-free rate | 1.70% | |||||
Expected term | 2 years 3 months 18 days | |||||
Volatility | 47.00% | |||||
Weighted-average fair value of modified options | $ 4.41 |
Stock-Based Compensation - Comp
Stock-Based Compensation - Company's Stock Option (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 23, 2019 | Sep. 22, 2019 | |
Aggregate Intrinsic Value | |||||||
Stock-based compensation expense | $ 2,857,000 | $ 1,059,000 | $ 6,332,000 | $ 2,848,000 | $ 2,524,000 | ||
Stock Options | |||||||
Options | |||||||
Outstanding as of December 31, 2018 | 5,945,878 | 6,398,982 | 6,398,982 | ||||
Granted | 0 | 0 | 0 | ||||
Forfeited/canceled | (332,380) | (253,582) | |||||
Exercised | (403,601) | (199,522) | |||||
Outstanding as of December 31, 2019 | 5,209,897 | 5,945,878 | 6,398,982 | ||||
Vested and expected to vest | 3,418,862 | 3,958,005 | |||||
Vested and exercisable | 2,314,738 | 2,485,010 | |||||
Weighted Average Exercise Price | |||||||
Outstanding as of December 31, 2018 | $ 9.41 | $ 9.31 | $ 9.31 | ||||
Forfeited/cancelled | 9.02 | 7.97 | |||||
Exercised | 8.17 | 7.88 | |||||
Outstanding as of December 31, 2019 | 9.53 | 9.41 | $ 9.31 | ||||
Vested and expected to vest | 9.56 | 9.42 | |||||
Vested and exercisable | $ 8.71 | $ 8.56 | |||||
Weighted Average Remaining Contractual Term (in years) | |||||||
Weighted Average Remaining Contractual Term - Outstanding | 7 years 1 month 6 days | 7 years 6 months | 8 years 4 months 24 days | ||||
Weighted Average Remaining Contractual Term - Vested and expected to vest | 7 years 1 month 6 days | 7 years 6 months | |||||
Weighted Average Remaining Contractual Term - Vested and exercisable | 6 years 7 months 6 days | 7 years | |||||
Aggregate Intrinsic Value | |||||||
Outstanding at the beginning (in dollars) | $ 88,520,000 | $ 25,678,000 | $ 25,678,000 | ||||
Forfeited/canceled (unaudited) (in dollars) | 2,739,000 | ||||||
Exercised | 5,647,000 | 2,007,000 | |||||
Outstanding at the end (in dollars) | 54,633,000 | 88,520,000 | $ 25,678,000 | ||||
Aggregate Intrinsic Value - Vested and expected to vest | 35,766,000 | 58,914,000 | |||||
Aggregate Intrinsic Value - Vested and exercisable | $ 26,174,000 | 39,118,000 | |||||
Stock-based compensation expense | $ 0 | ||||||
Stock Options | Time-based options | |||||||
Options | |||||||
Granted | 1,413,251 | 569,970 | |||||
Aggregate Intrinsic Value | |||||||
Recognition over the remaining weighted-average vesting term | 2 years 3 months 18 days | 2 years 3 months 18 days | |||||
Unamortized stock-based compensation expense | $ 4,800,000 | ||||||
Stock-based compensation expense | $ 6,300,000 | ||||||
Stock Options | Performance and market conditions | |||||||
Options | |||||||
Granted | 706,628 | 284,984 | |||||
Aggregate Intrinsic Value | |||||||
Unamortized stock-based compensation expense | $ 5,300,000 | ||||||
Stock-based compensation expense | 0 | $ 8,800,000 | |||||
IPO | Stock Options | Time-based options | |||||||
Aggregate Intrinsic Value | |||||||
Minimum cash return on investments | $ 1,491,000,000 | ||||||
IPO | Stock Options | Performance and market conditions | |||||||
Aggregate Intrinsic Value | |||||||
Minimum cash return on investments | 1,491,000,000 | ||||||
Unamortized stock-based compensation expense | $ 7,900,000 | $ 9,000,000 | $ 5,100,000 |
Stock-Based Compensation - Long
Stock-Based Compensation - Long-term Incentive plan (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 23, 2019 | |
Stock Based Compensation | ||||||
Stock-based compensation expense | $ 2,857,000 | $ 1,059,000 | $ 6,332,000 | $ 2,848,000 | $ 2,524,000 | |
Long-term incentive plan | ||||||
Stock Based Compensation | ||||||
Stock-based compensation expense | 0 | 0 | ||||
Long-term incentive plan | Minimum | ||||||
Stock Based Compensation | ||||||
Expected share based compensation if vesting requirements are met | $ 18,200,000 | $ 18,800,000 | ||||
IPO | Long-term incentive plan | ||||||
Stock Based Compensation | ||||||
Minimum cash return on investments | $ 1,491,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 31, 2018 | Jan. 25, 2018 | |
Related Party Transactions | |||||||
Long term debt | $ 150,000 | $ 52,177 | |||||
2018 Term Loan | |||||||
Related Party Transactions | |||||||
Principal amount of debt | $ 250,000 | $ 250,000 | |||||
2018 Revolver | |||||||
Related Party Transactions | |||||||
Principal committed amount | $ 25,000 | $ 25,000 | |||||
Vista Equity Partners | |||||||
Related Party Transactions | |||||||
Total expenses incurred | 200 | $ 300 | 1,200 | $ 1,300 | $ 900 | ||
Accounts payable related to expenses | 0 | 300 | |||||
Affiliates of Vista | |||||||
Related Party Transactions | |||||||
Recognized revenue | 100 | 600 | 1,900 | $ 800 | |||
Accounts receivable | $ 0 | 1,100 | 500 | ||||
Affiliates of Vista | 2018 Term Loan | |||||||
Related Party Transactions | |||||||
Long term debt | 34,800 | ||||||
Repayments of principal | 34,800 | 200 | |||||
Repayments of interest | 1,700 | 1,900 | |||||
Affiliates of Vista | 2018 Revolver | |||||||
Related Party Transactions | |||||||
Long term debt | 0 | ||||||
IPO | Affiliates of Vista | |||||||
Related Party Transactions | |||||||
Proceeds received | $ 27,500 | $ 7,100 |
Commitments and Contingencies -
Commitments and Contingencies - Letter of Credit (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Letters of Credit | |||
Letters of credit under an office lease agreement which primarily guaranteed early termination fees in the event of default | $ 0.7 | $ 0.7 | $ 0.6 |
Commitments and Contingencies_2
Commitments and Contingencies - Lease (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2020 | |
Operating Lease Liabilities Payments Due [Abstract] | ||||
2020 | $ 3,819 | |||
2021 | 3,774 | $ 4,093 | ||
2022 | 3,785 | 4,016 | ||
2023 | 3,839 | 4,069 | ||
2024 | 3,712 | 3,730 | ||
Thereafter | 3,606 | 3,602 | ||
Total lease payments | 22,535 | $ 22,616 | ||
Rent expense under noncancelable operating leases | $ 3,600 | $ 2,300 | $ 2,100 |
Commitments and Contingencies_3
Commitments and Contingencies - Purchase Commitments (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Purchase Commitments | ||
Purchase Obligation | $ 27.5 | $ 29.6 |
Commitments and Contingencies_4
Commitments and Contingencies - Employee Benefit Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Benefit Plans | |||||
Contributions to employee benefit plan | $ 0.8 | $ 0.7 | $ 2.7 | $ 2 | $ 1.4 |
Net Income (Loss) Per Share - R
Net Income (Loss) Per Share - Reconciliation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator | |||||
Net income (loss) | $ (4,166) | $ (4,879) | $ (1,504) | $ (13,446) | $ 18,961 |
Basic shares: | |||||
Weighted-average common stock outstanding - basic | 68,906 | 65,002 | 64,984 | ||
Diluted shares: | |||||
Weighted-average common stock outstanding - basic | 68,906 | 65,002 | 64,984 | ||
Effect of potentially dilutive securities: | |||||
RSUs | 7 | ||||
Weighted-average common stock outstanding - diluted | 68,906 | 65,002 | 64,991 | ||
Net income (loss) per share: | |||||
Basic | $ (0.02) | $ (0.21) | $ 0.29 | ||
Diluted | $ (0.02) | $ (0.21) | $ 0.29 |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Computation of diluted net income (Details) - shares | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Shares excluded from the computation of diluted net income (loss) per share | |||||
Total antidilutive shares | 5,075,000 | 4,250,000 | 5,374 | 4,300 | 3,207 |
RSU | |||||
Shares excluded from the computation of diluted net income (loss) per share | |||||
Total antidilutive shares | 1,386,000 | 43,000 | 1,416 | 37 | |
Stock Options | |||||
Shares excluded from the computation of diluted net income (loss) per share | |||||
Total antidilutive shares | 3,419,000 | 4,207,000 | 3,958 | 4,263 | 3,207 |
Condensed Financial Informati_3
Condensed Financial Information of Registrant (Parent Company Only) - Condensed Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||||||
Cash and cash equivalents | $ 169,022 | $ 67,637 | $ 83,364 | $ 83,499 | $ 20,969 | |
Total current assets | 307,349 | 227,666 | 201,432 | |||
Noncurrent assets: | ||||||
Total noncurrent assets | 660,462 | 645,145 | 655,591 | |||
Total assets | 967,811 | 872,811 | 857,023 | |||
Current liabilities: | ||||||
Total current liabilities | 63,291 | 73,992 | 62,059 | |||
Noncurrent liabilities: | ||||||
Total noncurrent liabilities | 196,495 | 88,348 | 285,859 | |||
Total liabilities | 259,786 | 162,340 | 347,918 | |||
Commitments and contingencies (Note 12) | ||||||
Stockholders' equity: | ||||||
Preferred stock; $0.001 par value; 50,000,000 and 34,000,000 shares authorized at December 31, 2019 and December 31, 2018, respectively; no shares issued or outstanding at December 31, 2019 or December 31, 2018 | ||||||
Common stock; $0.001 par value; 500,000,000 and 85,000,000 shares authorized at December 31, 2019 and December 31, 2018, respectively; 79,632,500 and 65,000,816 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively | 80 | 80 | 65 | |||
Additional paid-in capital | 721,181 | 718,446 | 515,979 | |||
Accumulated other comprehensive loss | (1,414) | (399) | (787) | |||
Accumulated deficit | (11,822) | (7,656) | (6,152) | |||
Total stockholders' equity | 708,025 | 710,471 | $ 505,500 | 509,105 | $ 520,680 | $ 498,761 |
Total liabilities and stockholders' equity | $ 967,811 | 872,811 | 857,023 | |||
Reportable Legal Entities | Parent Company | ||||||
Noncurrent assets: | ||||||
Investment in subsidiaries | 710,471 | 509,105 | ||||
Total noncurrent assets | 710,471 | 509,105 | ||||
Total assets | 710,471 | 509,105 | ||||
Noncurrent liabilities: | ||||||
Commitments and contingencies (Note 12) | ||||||
Stockholders' equity: | ||||||
Preferred stock; $0.001 par value; 50,000,000 and 34,000,000 shares authorized at December 31, 2019 and December 31, 2018, respectively; no shares issued or outstanding at December 31, 2019 or December 31, 2018 | ||||||
Common stock; $0.001 par value; 500,000,000 and 85,000,000 shares authorized at December 31, 2019 and December 31, 2018, respectively; 79,632,500 and 65,000,816 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively | 80 | 65 | ||||
Additional paid-in capital | 718,446 | 515,979 | ||||
Accumulated other comprehensive loss | (399) | (787) | ||||
Accumulated deficit | (7,656) | (6,152) | ||||
Total stockholders' equity | 710,471 | 509,105 | ||||
Total liabilities and stockholders' equity | $ 710,471 | $ 509,105 |
Condensed Financial Informati_4
Condensed Financial Information of Registrant (Parent Company Only) (Details) - Condensed Balance Sheet - Parenthetical - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 23, 2019 | Sep. 05, 2019 | Sep. 04, 2019 | Dec. 31, 2018 | Jun. 30, 2016 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | 50,000,000 | 34,000,000 | 34,000,000 | 34,000,000 | |
Preferred Stock, Shares Issued | 0 | 0 | 0 | ||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 85,000,000 | 85,000,000 | 85,000,000 |
Common Stock, Shares, Issued | 79,923,114 | 79,632,500 | 65,000,816 | ||||
Common Stock, Shares, Outstanding | 79,923,114 | 79,632,500 | 65,000,816 | ||||
Reportable Legal Entities | Parent Company | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||
Preferred Stock, Shares Authorized | 50,000,000 | 34,000,000 | |||||
Preferred Stock, Shares Issued | 0 | 0 | |||||
Preferred Stock, Shares Outstanding | 0 | 0 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||
Common Stock, Shares Authorized | 500,000,000 | 85,000,000 | |||||
Common Stock, Shares, Issued | 79,632,500 | 65,000,816 | |||||
Common Stock, Shares, Outstanding | 79,632,500 | 65,000,816 |
Condensed Financial Informati_5
Condensed Financial Information of Registrant (Parent Company Only) (Details) - Condensed Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | $ 61,412 | $ 50,438 | $ 242,898 | $ 201,562 | $ 172,539 |
Operating Expenses | 50,042 | 39,967 | 179,837 | 141,065 | 112,424 |
Income from operations | (4,354) | (1,817) | 7,357 | 15,886 | 24,280 |
Other income (expense), net | (1,250) | (9) | 363 | (335) | 773 |
Benefit for income taxes | (1,944) | (1,063) | (8,222) | 3,375 | (13,185) |
Net income (loss) | $ (4,166) | $ (4,879) | (1,504) | (13,446) | 18,961 |
Reportable Legal Entities | Parent Company | |||||
Equity in net income (loss) of subsidiaries | (1,504) | (13,446) | 18,961 | ||
Net income (loss) | $ (1,504) | $ (13,446) | $ 18,961 |
Condensed Financial Informati_6
Condensed Financial Information of Registrant (Parent Company Only) (Details) - Condensed Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Net income (loss) | $ (4,166) | $ (4,879) | $ (1,504) | $ (13,446) | $ 18,961 |
Total other comprehensive income (loss) | (1,015) | 215 | 388 | (901) | 333 |
Comprehensive loss | $ (5,181) | $ (4,664) | (1,116) | (14,347) | 19,294 |
Reportable Legal Entities | Parent Company | |||||
Net income (loss) | (1,504) | (13,446) | 18,961 | ||
Subsidiaries' other comprehensive income (loss) | 388 | (901) | 333 | ||
Total other comprehensive income (loss) | 388 | (901) | 333 | ||
Comprehensive loss | $ (1,116) | $ (14,347) | $ 19,294 |
Condensed Financial Informati_7
Condensed Financial Information of Registrant (Parent Company Only) (Details) - Basis of presentation (Details) - Parent Company - Reportable Legal Entities | 12 Months Ended |
Dec. 31, 2019 | |
Total leverage ratio as exceptions | 4 |
Threshold percentage of parents market capitalization | 5.00% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - ShoCard $ in Millions | Feb. 28, 2020USD ($) |
Subsequent Events | |
Total purchase price | $ 5.5 |
Contingent consideration payable on first anniversary | 3.1 |
Contingent consideration payable on second anniversary | $ 2.3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS $ in Thousands | Mar. 31, 2020USD ($) |
Current assets: | |
Cash and cash equivalents | $ 169,022 |
Accounts receivable, net of allowances of $953 and $873 at March 31, 2020 and December 31, 2019, respectively | 54,456 |
Contract assets, current | 67,966 |
Deferred commissions, current | 5,303 |
Prepaid expenses | 9,032 |
Other current assets | 1,570 |
Total current assets | 307,349 |
Noncurrent assets: | |
Property and equipment, net | 11,029 |
Goodwill | 418,711 |
Intangible assets, net | 186,936 |
Contract assets, noncurrent | 17,247 |
Deferred commissions, noncurrent | 7,801 |
Deferred income taxes, net | 2,532 |
Operating lease right-of-use assets | 14,461 |
Other noncurrent assets | 1,745 |
Total noncurrent assets | 660,462 |
Total assets | 967,811 |
Current liabilities: | |
Accounts payable | 3,858 |
Accrued expenses and other current liabilities | 9,377 |
Accrued compensation | 11,931 |
Deferred revenue, current | 35,168 |
Operating lease liabilities, current | 2,957 |
Total current liabilities | 63,291 |
Noncurrent liabilities: | |
Deferred revenue, noncurrent | 3,175 |
Long-term debt, net of current portion | 148,826 |
Deferred income taxes, net | 27,603 |
Operating lease liabilities, noncurrent | 16,891 |
Total noncurrent liabilities | 196,495 |
Total liabilities | 259,786 |
Commitments and contingencies (Note 13) | |
Stockholders' equity: | |
Preferred stock; $0.001 par value; 50,000,000 shares authorized at March 31, 2020 and December 31, 2019; no shares issued or outstanding at March 31, 2020 or December 31, 2019 | |
Common stock; $0.001 par value; 500,000,000 shares authorized at March 31, 2020 and December 31, 2019; 79,923,114 and 79,632,500 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 80 |
Additional paid-in capital | 721,181 |
Accumulated other comprehensive loss | (1,414) |
Accumulated deficit | (11,822) |
Total stockholders' equity | 708,025 |
Total liabilities and stockholders' equity | $ 967,811 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 23, 2019 | Sep. 05, 2019 | Sep. 04, 2019 | Dec. 31, 2018 | Jun. 30, 2016 |
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||
Accounts receivable, allowances | $ 953 | $ 873 | $ 455 | ||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | 34,000,000 | 34,000,000 | 34,000,000 | |
Preferred stock, issued (in shares) | 0 | 0 | 0 | ||||
Preferred stock, outstanding (in shares) | 0 | 0 | 0 | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 85,000,000 | 85,000,000 | 85,000,000 |
Common stock, issued (in shares) | 79,923,114 | 79,632,500 | 65,000,816 | ||||
Common stock, outstanding (in shares) | 79,923,114 | 79,632,500 | 65,000,816 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue: | |||||
Total revenue | $ 61,412 | $ 50,438 | $ 242,898 | $ 201,562 | $ 172,539 |
Cost of revenue: | |||||
Amortization expense | 4,602 | 3,866 | 16,338 | 14,396 | 12,626 |
Total cost of revenue | 15,724 | 12,288 | 55,704 | 44,611 | 35,835 |
Gross profit | 45,688 | 38,150 | 187,194 | 156,951 | 136,704 |
Operating expenses: | |||||
Sales and marketing | 22,190 | 17,308 | 78,889 | 60,140 | 49,481 |
Research and development | 12,214 | 11,454 | 46,016 | 36,229 | 26,215 |
General and administrative | 11,389 | 7,084 | 38,293 | 28,355 | 20,202 |
Depreciation and amortization | 4,249 | 4,121 | 16,639 | 16,341 | 16,526 |
Total operating expenses | 50,042 | 39,967 | 179,837 | 141,065 | 112,424 |
Loss from operations | (4,354) | (1,817) | 7,357 | 15,886 | 24,280 |
Other income (expense): | |||||
Interest expense | (506) | (4,116) | (12,914) | (15,837) | (19,277) |
Other income (expense), net | (1,250) | (9) | 363 | (335) | 773 |
Total other income (expense) | (1,756) | (4,125) | (17,083) | (25,957) | (18,504) |
Loss before income taxes | (6,110) | (5,942) | (9,726) | (10,071) | 5,776 |
Benefit for income taxes | 1,944 | 1,063 | 8,222 | (3,375) | 13,185 |
Net loss | $ (4,166) | $ (4,879) | (1,504) | (13,446) | 18,961 |
Net loss per share: | |||||
Basic and diluted | $ (0.05) | $ (0.08) | |||
Weighted-average shares used in computing net loss per share: | |||||
Basic and diluted | 79,743 | 65,006 | |||
Subscription | |||||
Revenue: | |||||
Total revenue | $ 56,818 | $ 47,620 | 225,345 | 184,991 | 160,219 |
Cost of revenue: | |||||
Cost of revenue (exclusive of amortization shown below) | 7,109 | 5,181 | 24,044 | 17,512 | 14,054 |
Professional services and other | |||||
Revenue: | |||||
Total revenue | 4,594 | 2,818 | 17,553 | 16,571 | 12,320 |
Cost of revenue: | |||||
Cost of revenue (exclusive of amortization shown below) | $ 4,013 | $ 3,241 | $ 15,322 | $ 12,703 | $ 9,155 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||||
Net loss | $ (4,166) | $ (4,879) | $ (1,504) | $ (13,446) | $ 18,961 |
Other comprehensive income (loss), net of tax: | |||||
Foreign currency translation adjustments | (1,015) | 215 | 388 | (901) | 333 |
Total other comprehensive income (loss) | (1,015) | 215 | 388 | (901) | 333 |
Comprehensive loss | $ (5,181) | $ (4,664) | $ (1,116) | $ (14,347) | $ 19,294 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total |
Balances at Dec. 31, 2016 | $ 65 | $ 510,544 | $ (219) | $ (11,629) | $ 498,761 |
Balances (in shares) at Dec. 31, 2016 | 64,978,418 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | 18,961 | 18,961 | |||
Stock-based compensation | 2,524 | 2,524 | |||
Exercise of stock options, net of tax withholding | 101 | 101 | |||
Exercise of stock options, net of tax withholding (in shares) | 12,920 | ||||
Vesting of restricted stock (in shares) | 5,313 | ||||
Foreign currency translation adjustments, net of tax | 333 | 333 | |||
Balances at Dec. 31, 2017 | $ 65 | 513,169 | 114 | 7,332 | 520,680 |
Balances (in shares) at Dec. 31, 2017 | 64,996,651 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (13,446) | (13,446) | |||
Stock-based compensation | 2,848 | 2,848 | |||
Vesting of restricted stock (in shares) | 10,625 | ||||
Foreign currency translation adjustments, net of tax | (901) | (901) | |||
Balances at Dec. 31, 2018 | $ 65 | 515,979 | (787) | (6,152) | 509,105 |
Balances (in shares) at Dec. 31, 2018 | 65,000,816 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (4,879) | (4,879) | |||
Stock-based compensation | 1,059 | 1,059 | |||
Vesting of restricted stock (in shares) | 5,312 | ||||
Foreign currency translation adjustments, net of tax | 215 | 215 | |||
Balances at Mar. 31, 2019 | $ 65 | 517,038 | (572) | (11,031) | 505,500 |
Balances (in shares) at Mar. 31, 2019 | 65,006,128 | ||||
Balances at Dec. 31, 2018 | $ 65 | 515,979 | (787) | (6,152) | 509,105 |
Balances (in shares) at Dec. 31, 2018 | 65,000,816 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (1,504) | (1,504) | |||
Stock-based compensation | 6,332 | 6,332 | |||
Exercise of stock options, net of tax withholding | 1,571 | 1,571 | |||
Exercise of stock options, net of tax withholding (in shares) | 199,522 | ||||
Vesting of restricted stock (in shares) | 57,162 | ||||
Foreign currency translation adjustments, net of tax | 388 | 388 | |||
Balances at Dec. 31, 2019 | $ 80 | 718,446 | (399) | (7,656) | 710,471 |
Balances (in shares) at Dec. 31, 2019 | 79,632,500 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (4,166) | (4,166) | |||
Stock-based compensation | 2,600 | 2,600 | |||
Exercise of stock options, net of tax withholding | 135 | 135 | |||
Exercise of stock options, net of tax withholding (in shares) | 273,444 | ||||
Vesting of restricted stock (in shares) | 17,170 | ||||
Foreign currency translation adjustments, net of tax | (1,015) | (1,015) | |||
Balances at Mar. 31, 2020 | $ 80 | $ 721,181 | $ (1,414) | $ (11,822) | $ 708,025 |
Balances (in shares) at Mar. 31, 2020 | 79,923,114 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Cash flows from operating activities | |
Net loss | $ (4,166) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |
Depreciation and amortization | 8,851 |
Stock-based compensation expense | 2,857 |
Amortization of deferred commissions | 2,102 |
Amortization of deferred debt issuance costs | 62 |
Operating leases, net | 59 |
Deferred taxes | (2,050) |
Other | 156 |
Changes in operating assets and liabilities: | |
Accounts receivable | 13,030 |
Contract assets | 797 |
Deferred commissions | (1,536) |
Prepaid expenses and other current assets | 4,822 |
Other assets | 49 |
Accounts payable | 2,734 |
Accrued compensation | (6,222) |
Accrued expenses and other | 1,104 |
Deferred revenue | (9,164) |
Net cash provided by operating activities | 13,485 |
Cash flows from investing activities | |
Purchases of property and equipment and other | (1,094) |
Capitalized software development costs | (3,299) |
Acquisition of ShoCard, net of cash acquired of $0 | (4,703) |
Net cash used in investing activities | (9,096) |
Cash flows from financing activities | |
Payment of offering costs | (295) |
Proceeds from stock option exercises | 1,309 |
Payment for tax withholding on equity awards | (1,205) |
Proceeds from long-term debt | 97,823 |
Net cash provided by (used in) financing activities | 97,632 |
Effect of exchange rates on cash and cash equivalents and restricted cash | (645) |
Net increase (decrease) in cash and cash equivalents and restricted cash | 101,376 |
Cash and cash equivalents and restricted cash | |
Beginning of period | 68,386 |
End of period | 169,762 |
Supplemental disclosures of cash flow information: | |
Cash paid for interest | 514 |
Cash paid for taxes | 157 |
Noncash investing and financing activities: | |
Purchases of property and equipment, accrued but not yet paid | 107 |
Accruals related to the acquisition of ShoCard | 226 |
Lease liabilities arising from right-of-use assets | $ 794 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||
Cash acquired | $ 0 | |
Reconciliation of cash and cash equivalents and restricted cash within the consolidated balance sheets to the amounts shown in the statements of cash flows above: | ||
Cash and cash equivalents | 169,022 | $ 83,364 |
Restricted cash included in other noncurrent assets | $ 740 | $ 649 |
Financial position | us-gaap:OtherNoncurrentAssetsMember | us-gaap:OtherNoncurrentAssetsMember |
Total cash and cash equivalents and restricted cash | $ 169,762 | $ 84,013 |
Overview and Basis of Present_3
Overview and Basis of Presentation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Overview and Basis of Presentation | ||
Overview and Basis of Presentation | 1. Overview and Basis of Presentation Organization and Description of Business Ping Identity Holding Corp. and its wholly owned subsidiaries, referred to herein as the “Company,” is headquartered in Denver, Colorado with international locations principally in Canada, the United Kingdom, France, Australia, Israel and India. The Company, doing business as Ping Identity Corporation (“Ping Identity”), provides customers, employees and partners with secure access to any service, application or application programming interface (“API”), while also managing identity and profile data at scale. Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All amounts are reported in U.S. dollars. Unaudited Interim Condensed Consolidated Financial Information The accompanying interim condensed consolidated balance sheet as of March 31, 2020, the condensed consolidated statements of operations, of comprehensive loss, of cash flows and of stockholders’ equity for the three months ended March 31, 2020 and 2019, and the related footnote disclosures are unaudited. The condensed consolidated balance sheet data as of December 31, 2019 was derived from audited financial statements, but does not include all disclosures required by GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in management’s opinion, include all adjustments necessary to state fairly the consolidated financial position of the Company as of March 31, 2020, the results of operations for the three months ended March 31, 2020 and 2019, and cash flows for the three months ended March 31, 2020 and 2019. The results for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future period. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, establishing allowances for doubtful accounts, determining useful lives for finite-lived assets, assessing the recoverability of long-lived assets, determining the fair values of assets acquired and liabilities assumed in business combinations, determining the value of right-of-use assets and lease liabilities, accounting for income taxes and related valuation allowances against deferred tax assets, valuing stock option awards and assessing the probability of the awards meeting vesting conditions, recognizing revenue, determining the amortization period for deferred commissions and assessing the accounting treatment for commitments and contingencies. Management evaluates these estimates and assumptions on an ongoing basis and makes estimates based on historical experience and various other assumptions that are believed to be reasonable. Actual results may differ from these estimates due to risks and uncertainties, including the uncertainty surrounding rapidly changing market and economic conditions due to the recent outbreak of the novel Coronavirus Disease 2019 ("COVID-19"). | 1. Overview and Basis of Presentation Organization and Description of Business Ping Identity Holding Corp. and its wholly owned subsidiaries, referred to herein as the “Company,” is headquartered in Denver, Colorado with international locations principally in Canada, Australia, France, the United Kingdom, Israel and India. The Company, doing business as Ping Identity Corporation (“Ping Identity”), provides customers, employees and partners with secure access to any service, application or API, while also managing identity and profile data at scale. Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All amounts are reported in U.S. dollars. Certain amounts as of and for the year ended December 31, 2017 have been reclassified to conform with current period presentation. Initial Public Offering On September 23, 2019, the Company closed its initial public offering (“IPO”) through which it issued and sold 12,500,000 shares of common stock at a price per share of $15.00. Additionally, the Company registered 1,875,000 shares of common stock in connection with the underwriters’ overallotment option to purchase additional shares on the same terms and conditions. The underwriters’ overallotment option was exercised in full and closed on October 22, 2019. In connection with the IPO, the Company raised $194.6 million in net proceeds, after deducting underwriting discounts and commissions of $15.1 million and offering expenses of $5.9 million. On September 23, 2019, the Company used the net proceeds from the IPO to repay $170.3 million of its outstanding debt and after the closing of the underwriters’ overallotment option to purchase additional shares, the Company repaid an additional $26.1 million of its outstanding debt, as discussed in Note 7. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, establishing allowances for doubtful accounts, determining useful lives for finite-lived assets, assessing the recoverability of long-lived assets, determining the fair values of assets acquired and liabilities assumed in business combinations, accounting for income taxes and related valuation allowances against deferred tax assets, valuing stock option awards and assessing the probability of the awards meeting vesting conditions, recognizing revenue, determining the amortization period for deferred commissions and assessing the accounting treatment for commitments and contingencies. Management evaluates these estimates and assumptions on an ongoing basis and makes estimates based on historical experience and various other assumptions that are believed to be reasonable. Actual results may differ from these estimates. |
Summary of Significant Accou_20
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The Company’s significant accounting policies are discussed in “Note 2 — Summary of Significant Accounting Policies” to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Except for accounting policies related to the adoption of the new leasing standard as described herein, there have been no significant changes to these policies that have had a material impact on the Company’s condensed consolidated financial statements and related notes for the three months ended March 31, 2020. The following describes the impact of certain policies. Revenue Recognition The Company recognizes revenue under Accounting Standards Codification Topic 606 (“ASC 606”), Revenue from Contracts with Customers Disaggregation of Revenue The following table presents revenue by category: Three Months Ended March 31, 2020 2019 Subscription term-based licenses: Multi-year subscription term-based licenses $ 23,988 $ 23,431 1-year subscription term-based licenses 14,149 9,294 Total subscription term-based licenses 38,137 32,725 Subscription SaaS and support and maintenance 18,681 14,895 Professional services and other 4,594 2,818 Total revenue $ 61,412 $ 50,438 The following table presents revenue by geographic region, which is based on the delivery address of the customer, and is summarized by geographic area: Three Months Ended March 31, 2020 2019 United States $ 43,029 $ 38,231 International 18,383 12,207 Total revenue $ 61,412 $ 50,438 Other than the United States, no other individual country exceeded 10% of total revenue for the three months ended March 31, 2020 or 2019. Contract Balances Contract assets represent amounts for which the Company has recognized revenue, pursuant to its revenue recognition policy, for contracts that have not yet been invoiced to customers where there is a remaining performance obligation, typically for multi-year arrangements. Three Months Ended March 31, 2020 2019 Beginning balance $ 86,010 $ 67,468 Ending balance 85,213 70,300 Change $ (797) $ 2,832 Contract liabilities consist of customer billings in advance of revenue being recognized. The opening and closing balances of contract liabilities included in deferred revenue were as follows: Three Months Ended March 31, 2020 2019 Beginning balance $ 47,507 $ 35,367 Ending balance 38,343 37,975 Change $ (9,164) $ 2,608 The change in deferred revenue relates primarily to invoicing customers and recognizing revenue in conjunction with the satisfaction of performance obligations. Revenue recognized during the three months ended March 31, 2020 and 2019 that was included in the deferred revenue balances at the beginning of the respective periods was as follows: Three Months Ended March 31, 2020 2019 Deferred revenue recognized as revenue $ 22,968 $ 15,536 Remaining Performance Obligations Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and noncancelable amounts to be invoiced. As of March 31, 2020, the Company had $116.6 million of transaction price allocated to remaining performance obligations, of which 90% is expected to be recognized as revenue over the next 24 months, with the remainder to be recognized thereafter. Deferred Commissions The following table summarizes the account activity of deferred commissions for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 2019 Beginning balance $ 13,670 $ 11,033 Additions to deferred commissions 1,536 1,298 Amortization of deferred commissions (2,102) (1,396) Ending balance $ 13,104 $ 10,935 Deferred commissions, current $ 5,303 $ 3,831 Deferred commissions, noncurrent 7,801 7,104 Total deferred commissions $ 13,104 $ 10,935 Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases Effective January 1, 2020, the Company adopted ASC 842 using the modified retrospective transition approach through a cumulative-effect adjustment, which resulted in the recognition of right-of-use assets of $14.6 million and lease liabilities of $18.9 million. As part of applying the modified retrospective transition method, the Company elected to apply the package of transition practical expedients within the new guidance. As required by ASC 842, these expedients have been elected as a package and have been consistently applied across the Company’s lease portfolio. Given this election, the Company need not reassess the following: ● whether any expired or existing contracts are or contain leases; ● the lease classification for any expired or existing leases; or ● the treatment of initial direct costs relating to any existing leases. The Company also elected to apply the transition practical expedient to use hindsight in determining lease term and in assessing impairment of right-of-use assets. As a result of adoption of this standard and election of the transition practical expedients, the Company recognized right-of-use assets and lease liabilities for those leases classified as operating leases under ASC 840 that continued to be classified as operating leases under ASC 842 at the later of (1) the earliest period presented or (2) the applicable lease commencement date. In applying the modified retrospective transition method to these leases, the Company measured lease liabilities at the present value of the sum of remaining minimum rental payments (as defined under ASC 840), as the leases contained no residual value guarantees. These lease liabilities have been measured using the Company’s incremental borrowing rates at the later of (1) the earliest period presented or (2) the commencement date of the applicable lease. Additionally, right-of-use assets for these operating leases have been measured as the initial measurement of applicable lease liabilities adjusted for any prepaid/accrued rent and unamortized lease incentives. The adoption of ASC 842 did not have a material impact on the condensed consolidated statements of cash flows or condensed consolidated statements of operations and comprehensive loss. Expanded disclosures around the Company’s lease agreements under ASC 842 are included in Note 12 of these condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments method, which will generally result in earlier recognition of allowances for losses. In February 2020, the FASB issued ASU No. 2020-02, Financial Instruments – Credit Losses (Topic 326) In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB issued ASU No. 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 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) | 2. Summary of Significant Accounting Policies Stock Split On September 5, 2019, the Company effected a 170-for-1 stock split of its issued and outstanding shares of common stock and made comparable and equitable adjustments to its equity awards in accordance with the terms of the awards. The par value of the common and preferred stock was not adjusted as a result of the stock split. Accordingly, all share and per share amounts for the periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retrospectively, where applicable, to reflect this stock split. In connection with the stock split, the Company’s Board of Directors (the “Board”) and stockholders approved the Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 85,000,000 shares (after giving effect to the stock split) to 500,000,000 shares and to increase the number of authorized shares of preferred stock from 34,000,000 shares (after giving effect to the stock split) to 50,000,000 shares. Offering Costs Prior to the IPO, the Company capitalized offering costs incurred in connection with the anticipated sale of common stock in the IPO, including legal, accounting, printing and other IPO-related costs. The balance of offering costs included within prepaid expenses and other current assets at December 31, 2018 was $1.3 million. Upon completion of the IPO and the exercise of the underwriters’ option to purchase additional shares, $5.5 million and $0.4 million, respectively, of offering costs were reclassified to stockholders’ equity and recorded against the proceeds received by the Company. Segment and Geographic Information The Company operates in a single operating segment. Operating segments are defined as components of an enterprise for which discrete financial information is available and is regularly reviewed by the chief operating decision maker in order to make decisions regarding resource allocation and performance assessment. The Company has determined that its chief operating decision maker is its Chief Executive Officer. The Company's chief operating decision maker reviews the Company's financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements. Revenue by geographic region is based on the delivery address of the customer, and is summarized by geographic area as follows: Year Ended December 31, 2019 2018 2017 (in thousands) United States $ 188,283 $ 154,609 $ 130,135 International 54,615 46,953 42,404 Total revenue $ 242,898 $ 201,562 $ 172,539 Other than the United States, no other individual country exceeded 10% of total revenue for the years ended December 31, 2019, 2018 or 2017. The Company's long-lived assets are composed of property and equipment, net, and are summarized by geographic area as follows: December 31, 2019 2018 (in thousands) United States $ 10,015 $ 4,388 International 1,168 1,242 Total property and equipment, net $ 11,183 $ 5,630 Outside of the United States and Canada, no other individual country held greater than 10% of total long-lived assets at December 31, 2019 or 2018. Foreign Currency The reporting currency of the Company is the U.S. dollar. For the subsidiary where the U.S. dollar is the functional currency, foreign currency denominated monetary assets and liabilities are remeasured into U.S. dollars at current exchange rates and foreign currency denominated nonmonetary assets and liabilities are remeasured into U.S. dollars at historical exchange rates. . Resulting gains and losses are recorded in in the consolidated statements of operations in the period of occurrence. The Company’s foreign subsidiaries are translated from the applicable functional currency to the U.S. dollar using the average exchange rates during the reporting period, while assets and liabilities are translated at the period-end exchange rates. Resulting gains or losses from translating foreign currency are included in accumulated other comprehensive income (loss). Cash and Cash Equivalents Cash consists of deposits with financial institutions whereas cash equivalents primarily consist of money market funds. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable represent amounts owed to the Company by its customers that are recorded at the invoiced amount. The Company reports accounts receivable net of allowance for doubtful accounts. Management makes judgments and estimates of the probable loss related to uncollectible accounts receivable considering a number of factors including collection trends, prevailing and anticipated economic conditions, and specific customer credit risk. The Company’s allowance for doubtful accounts activity has historically not been significant. Probable losses are recorded in general and administrative expense in the accompanying consolidated statements of operations. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Concentrations of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents on deposit at several financial institutions as well as accounts receivable. The Company deposits cash with high-credit-quality financial institutions, which, at times, may exceed federally insured amounts. The Company invests its cash equivalents in highly-rated money market funds. Additionally, the Company performs ongoing credit evaluations of its customers’ financial condition and will limit the amount of credit as deemed necessary, but currently does not require collateral from customers. As of December 31, 2019 and 2018, no single customer represented greater than 10% of accounts receivable. For the years ended December 31, 2019, 2018 and 2017, no single customer represented greater than 10% of revenue. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-level valuation hierarchy for the disclosure of fair value measurements. The determination of the applicable level within the hierarchy of a particular asset or liability depends on the inputs used in its valuation as of the measurement date, and notably the extent to which the inputs are market-based (observable) or internally determined (unobservable). The three levels are defined as follows: ● Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2: Observable inputs, other than Level 1 inputs, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3: Unobservable inputs reflecting the Company’s own assumptions used to measure assets and liabilities at fair value and which require significant management judgment or estimation. Property and Equipment Property and equipment are stated at historical cost less accumulated depreciation. Maintenance, repairs and minor renewals are expensed as incurred. Depreciation is computed using the straight-line method based on the following estimated useful lives: Asset Type Useful Life Computer equipment 3 years Purchased computer software 1 - 3 years Furniture and fixtures 3 - 5 years Leasehold improvements Lesser of the lease term or 10 years Other 3 - 5 years Capitalized Software Costs Costs for the development of new software products sold to customers and substantial enhancements to existing software products sold to customers are expensed as incurred until technological feasibility has been established, at which time any additional costs are capitalized during the development stage and until the software is generally released. The Company believes its current process for developing software will be essentially completed concurrently with the establishment of technological feasibility; hence, no costs have been capitalized to date. For development costs related to software to be used internally, the Company follows guidance of Accounting Standards Codification Topic 350-40, Internal Use Software and requires companies to capitalize qualifying computer software costs that are incurred during the application development stage. These capitalized costs are included in intangible assets in the consolidated balance sheets and are amortized on a straight-line basis over the expected useful life of the software, which is estimated to be between three The Company capitalizes the cost of software purchased from third-party vendors and has classified such costs as property and equipment in the consolidated balance sheets. These costs are amortized over their useful lives, which are primarily estimated to be three years. Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations using the acquisition method of accounting, which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. The Company evaluates goodwill for impairment annually in the fourth quarter of each year and as events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company’s test for goodwill impairment starts with a qualitative assessment to determine whether it is necessary to perform a quantitative goodwill impairment test. If qualitative factors indicate that the fair value of the reporting unit is more likely than not less than its carrying amount, then a quantitative goodwill impairment test is performed. Under the quantitative impairment test, if the carrying amount of the reporting unit exceeds its fair value, then an impairment loss is recognized in an amount equal to that excess, not to exceed the total amount of goodwill. For purposes of the annual impairment test, the Company has determined it has one reporting unit. There was no impairment of goodwill recorded during the years ended December 31, 2019, 2018 or 2017. Intangible Assets Intangible assets with finite lives arising from business combinations are initially recorded at fair value and amortized over their useful lives using the straight-line method. The estimated useful life for each acquired intangible asset class is as follows: Asset Type Useful Life Developed technology 4 - 9 years Customer relationships 9 - 13 years Trade names 10 years Product backlog 2 - 3 years Non-compete agreements 3 years The Company records acquired in-process research and development as indefinite-lived intangible assets. Purchased intangible assets with indefinite lives are not amortized but assessed for potential impairment annually and when events or circumstances indicate that their carrying amounts might be impaired. Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment and finite-lived intangible assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Such events and changes may include significant changes in performance relative to expected operating results, significant changes in asset use, significant negative industry or economic trends and changes in the Company’s business strategy. An impairment loss is recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. There were no events or changes in circumstances that indicated the Company’s long-lived assets were impaired Deferred Debt Issuance Costs Issuance costs incurred to obtain debt financing are deferred and amortized to interest expense using the effective interest method over the contractual term of the debt. Total deferred debt issuance costs incurred by the Company were $1.2 million, $6.0 million and $6.8 million related to the 2019 Credit Facilities, the 2018 Credit Facilities, and the 2016 Credit Facilities respectively (discussed in Note 7). The carrying value of deferred debt issuance costs was $1.2 million and $5.2 million at December 31, 2019 and 2018, respectively, which is included as a reduction to long-term debt in the accompanying consolidated balance sheets. Deferred Rent Certain of the Company’s operating leases contain credits for tenant improvements, rent holidays and rent escalation clauses. For these leases, the Company recognizes the related rent expense on a straight-line basis. The difference between the amounts charged to expense and the rent paid is recorded as deferred lease costs and amortized over the lease term. Revenue Recognition The Company recognizes revenue under Accounting Standards Codification Topic 606, Revenue from Contracts with Customers 1. Identification of the contract with a customer The Company contracts with its customers through order forms, which in some cases are governed by master sales agreements. The Company determines that it has a contract with a customer when the order form has been approved, each party’s rights regarding the products or services to be transferred can be identified, the payment terms for the products or services can be identified, the Company has determined the customer has the ability and intent to pay and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit, reputation and financial or other information pertaining to the customer. At contract inception, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. 2. Determination of whether the goods or services in a contract comprise performance obligations Performance obligations promised in a contract are identified based on the products and services that will be transferred to the customer that are both (i) capable of being distinct, whereby the customer can benefit from a product or service either on its own or together with other resources that are readily available from third parties or from the Company, and (ii) are distinct in the context of the contract, whereby the transfer of certain products or services is separately identifiable from other promises in the contract. The Company sells its solutions through subscription-based contracts. The Company’s subscriptions for solutions deployed on-premise within the customer’s technology infrastructure are comprised of a term-based license and an obligation to provide support and maintenance, where the term-based license and the support and maintenance constitute separate performance obligations. The Company’s SaaS subscriptions provide customers the right to access cloud-hosted software and support for the SaaS service, which the Company considers to be a single performance obligation. The Company also renews subscriptions for support and maintenance, which the Company considers to be a single performance obligation. Professional services consist of consulting and training services. These services are distinct performance obligations from subscriptions and do not result in significant customization of the software. 3. Measurement of the transaction price The Company determines the transaction price based on the consideration that the Company expects to receive in exchange for transferring the promised goods or services to the customer. This transaction price is exclusive of amounts collected on behalf of third parties, such as sales tax and value-added tax. The Company does not offer refunds, rebates or credits to customers in the normal course of business, so the impact of variable consideration has not been material. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts generally do not include a significant financing component. The primary purpose of the Company’s invoicing terms is to provide customers with a simple and predictable way to purchase the Company’s subscriptions, not to provide customers with financing. 4. Allocation of the transaction price to separate performance obligations 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 each obligation’s relative standalone selling price (“SSP”). The SSP is determined based on the prices at which the Company separately sells the product, assuming the majority of these fall within a pricing range. In instances where SSP is not directly observable, such as when the Company does not sell the software license separately, the Company determines the SSP using information that may include market conditions and other observable inputs that can require significant judgment. There is typically a range of standalone selling prices for individual products and services based on a stratification of those products and services by quantity and other circumstances. If one of the performance obligations is outside of the SSP range, the Company determines SSP to be the nearest endpoint of the range. 5. Recognition of revenue when or as the Company satisfies each performance obligation Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product or service to the customer. The Company’s software subscriptions include both upfront revenue recognition when the Company transfers control of the term-based license to the customer, as well as revenue recognized ratably over the contract period for support and maintenance based on the stand-ready nature of these subscription elements. Revenue for the Company’s SaaS products is recognized ratably over the contract period as the Company satisfies the performance obligation. Professional services revenue provided on a time and materials basis is recognized as these services are performed. Revenue from training services and sponsorship fees is recognized on the date the services are complete. The Company generates sales directly through its sales team as well as through its channel partners. Where channel partners are involved, the Company has determined that it is the principal in these arrangements. Sales to channel partners are generally made at a discount, and revenues are recorded at the discounted price once the revenue recognition criteria above have been met. In certain instances, the Company pays referral fees to its partners, which the Company has determined to be commensurate with internal sales commissions and thus records these payments as sales commissions. Channel partners generally receive an order from an end customer prior to placing an order with the Company, and payment from channel partners is not contingent on the partner’s collection from end customers. Disaggregation of Revenue The following table presents revenue by category: Year Ended December 31, 2019 2018 2017 (in thousands) Subscription term-based licenses: Multi-year subscription term-based licenses $ 113,151 $ 88,925 $ 86,421 1-year subscription term-based licenses 48,255 44,743 35,678 Total subscription term-based licenses 161,406 133,668 122,099 Subscription SaaS and support and maintenance 63,939 51,323 38,120 Professional services and other 17,553 16,571 12,320 Total revenue $ 242,898 $ 201,562 $ 172,539 Contract Balances Contract assets represent amounts for which the Company has recognized revenue, pursuant to its revenue recognition policy, for contracts that have not yet been invoiced to customers where there is a remaining performance obligation, typically for multi-year arrangements. The opening and closing balances of contract assets were as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Beginning balance $ 67,468 $ 60,662 $ 38,491 Ending balance 86,010 67,468 60,662 Change $ 18,542 $ 6,806 $ 22,171 Contract liabilities consist of customer billings in advance of revenue being recognized. The Company primarily invoices its customers for subscription arrangements annually in advance, though certain contracts require invoicing for the entire subscription in advance. 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, noncurrent in the consolidated balance sheets. The opening and closing balances of contract liabilities included in deferred revenue were as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Beginning balance $ 35,367 $ 33,810 $ 27,606 Ending balance 47,507 35,367 33,810 Change $ 12,140 $ 1,557 $ 6,204 The change in deferred revenue relates primarily to invoicing customers and recognizing revenue in conjunction with the satisfaction of performance obligations. Revenue recognized during the years ended December 31, 2019, 2018 and 2017 that was included in the deferred revenue balances at the beginning of the respective periods was as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Deferred revenue recognized as revenue $ 33,100 $ 31,391 $ 26,332 Remaining Performance Obligations Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and noncancelable amounts to be invoiced. As of December 31, 2019, the Company had $135.6 million of transaction price allocated to remaining performance obligations, of which 89% is expected to be recognized as revenue over the next 24 months, with the remainder to be recognized thereafter. Deferred Commissions Sales commissions earned by the Company’s internal and external sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for new contracts and additional sales to existing customers are deferred and recorded in deferred commissions, current and noncurrent in the Company’s consolidated balance sheets. Deferred commissions are amortized over the period of benefit, which the Company has determined to be generally four years. The Company determined the period of benefit by taking into consideration its customer contracts, its technology and other factors. Deferred commissions are amortized consistent with the pattern of revenue recognition for each performance obligation for contracts for which the commissions were earned. The Company includes amortization of deferred commissions in sales and marketing expense in the consolidated statements of operations. The Company periodically reviews the carrying amount of deferred commissions to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs. The Company did not recognize an impairment of deferred commissions during the years ended December 31, 2019, 2018 or 2017. The following table summarizes the account activity of deferred commissions for the years ended December 31, 2019, 2018 and 2017: Year Ended December 31, 2019 2018 2017 (in thousands) Beginning balance $ 11,033 $ 6,354 $ 2,121 Additions to deferred commissions 9,060 9,981 7,693 Amortization of deferred commissions (6,423) (5,302) (3,460) Ending balance $ 13,670 $ 11,033 $ 6,354 Deferred commissions, current $ 5,814 $ 3,746 $ 1,858 Deferred commissions, noncurrent 7,856 7,287 4,496 Total deferred commissions $ 13,670 $ 11,033 $ 6,354 Research and Development Research and development costs include direct and allocated expenses. Other than software development costs that qualify for capitalization as discussed above, research and development costs are expensed as incurred. Advertising Costs The Company expenses advertising costs as incurred. Advertising expense is included within sales and marketing expense in the consolidated statements of operations. For the years ended December 31, 2019, 2018 and 2017, advertising expenses were $1.9 million, $1.5 million and $1.2 million, respectively. Stock-Based Compensation Stock-based compensation expense for time-based awards is determined based on the grant-date fair value, net of forfeitures, and is recognized on a straight-line basis over the requisite service period of the award, which is typically the vesting term of the award. Prior to the adoption of ASU 2016-09 on January 1, 2018, the Company estimated the forfeiture rate annually using its historical experience of forfeited awards. The Company then adjusted for actual forfeitures at each vesting date. After the adoption of ASU 2016-09, forfeitures are accounted for as they occur. Stock-based compensation expense for awards subject to both performance and market conditions is determined based on the grant-date fair value and is recognized on a graded vesting basis over the term of the award once it is probable that the performance conditions will be met. The fair value of each time-based option grant is estimated on the date of the grant using the Black-Scholes option pricing model. For awards subject to performance and market conditions, the Company uses a Monte Carlo simulation model, which utilizes multiple inputs to estimate the probability that market conditions will be achieved. Both models require highly subjective assumptions as inputs, including the following: ● Risk-free rate : The risk-free interest rate is based on the implied yield currently available on U.S. Treasury securities with a remaining term commensurate with the estimated expected term. ● Expected term : For time-based awards, the estimated expected term of options granted is generally calculated as the vesting period plus the midpoint of the remaining contractual term, as the Company does not have sufficient historical information to develop reasonable expectations surrounding future exercise patterns and post-vesting employment termination behavior. For awards subject to market and performance conditions, the expected term represents the period of time that the options granted are expected to be outstanding. ● Dividend yield : The Company uses a dividend yield of zero, as it does not currently issue dividends and has no plans to issue dividends in the foreseeable future. ● Volatility : Since the Company does not have substantive trading history of its common stock, expected volatility is estimated based on the historical volatility of peer companies over the period commensurate with the estimated expected term. ● Fair value : Prior to the IPO, there was no public market for the Company’s common stock, so the fair value of the shares of common stock was established by the Board using various inputs, including an independent valuation. Following the IPO, the Company’s shares are traded in the public market, and accordingly the Company uses the applicable closing price of its common stock to determine fair value. The following assumptions were used for time-based options granted during the years ended December 31, 2019, 2018 and 2017: Year Ended December 31, 2019 2018 2017 Risk-free rate — 2.6 % - 3.0 % 2.0 % - 2.2 % Expected term — 6.1 years 6.1 years Dividend yield — — — Volatility — 39 % - 42 % 38 % - 42 % Weighted-average grant date fair value of options granted during period — $4.84 $3.43 The following assumptions were used for awards subject to performance and market conditions that were granted during the years ended December 31, 2019, 2018 and 2017: Year Ended December 31, 2019 2018 2017 Risk-free rate — 2.5 % - 2.8 % 1.5 % - 1.9 % Expected term — 1.7 - 3.3 years 3.8 - 4.5 years Dividend yield — — — Volatility — 45 % - 55 % 57 % - 62 % Weighted-average grant date fair value of options granted during period — $2.29 $2.29 The Company calculates the fair value for restricted stock units (“RSUs”) based on the estimated fair value of the Company’s common stock on the date of grant and records compensation expense over the vesting period using a straight-line method. Prior to the adoption of ASU 2016-09, the Company factored an estimated forfeiture rate in calculating compensation expense on RSUs and adjusted for actual forfeitures upon the vesting of each tranche of RSUs. After the adoption of ASU 2016-09, forfeitures are accounted for as they occur. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statement basis and the income tax basis of assets and liabilities that will result in taxable or deductible amounts in the future. The Company’s temporary differences result primarily from net operating losses, stock compensation, deferred revenue, intangible assets and accrued expenses. Deferred income tax asset and liability computations are based on enacted tax laws and rates applicable to the years in which the differences are expected to affect taxable income. A valuation allowance is established when necessary to reduce deferred income tax assets to the amounts expected to be realized. The Company evaluates the tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are more likely than not of being sustained by the applicable tax authority. Tax positions not deemed to meet the more likely than not threshold would not be recorded as a tax benefit or expense in the current year. Interest and penalties related to income tax liabilities are included in the benefit (provision) for income taxes. Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period, plus the dilutive effects of RSUs and stock options. Dilutive shares of common stock are determined by applying the treasury stock method. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement disclosures upon the issuance of ASU 2018-13 while delaying the adoption of the additional disclosures until their effective date. The Company will adopt ASU 2018-13 in the first quarter of 2020 and does not expect it to have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting fo |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fair Value of Financial Instruments | ||
Fair Value of Financial Instruments | 3. Fair Value of Financial Instruments For financial assets and liabilities that are measured at fair value on a recurring basis at each reporting period, the Company uses a fair value hierarchy that prioritizes the use of observable inputs and minimizes the use of unobservable inputs. A financial instrument’s classification within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company invests primarily in money market funds, which are measured and recorded at fair value on a recurring basis and are classified within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. The fair value of these financial instruments were as follows: March 31, 2020 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Money market funds $ 50,055 $ — $ — $ 50,055 December 31, 2019 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Money market funds $ 47,858 $ — $ — $ 47,858 The carrying amounts of the Company’s accounts receivable, accounts payable and other current liabilities approximate their fair values due to their short maturities. The carrying value of the Company’s long-term debt approximates its fair value based on Level 2 inputs as the principal amounts outstanding are subject to variable interest rates that are based on market rates (see Note 7). | 3. Fair Value of Financial Instruments The Company invests primarily in money market funds, which are measured and recorded at fair value on a recurring basis and are classified within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. The fair value of these financial instruments were as follows: December 31, 2019 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Money market funds $ 47,858 $ — $ — $ 47,858 December 31, 2018 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Money market funds $ 57,974 $ — $ — $ 57,974 The carrying amounts of the Company’s accounts receivable, accounts payable and other current liabilities approximate their fair values due to their short maturities. The carrying value of the Company’s long-term debt approximates its fair value based on Level 2 inputs as the principal amounts outstanding are subject to variable interest rates that are based on market rates (see Note 7). |
Property and Equipment_2
Property and Equipment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Property and Equipment | ||
Property and Equipment | 4. Property and Equipment Property and equipment consisted of the following: March 31, December 31, 2020 2019 (in thousands) Computer equipment $ 5,899 $ 5,729 Furniture and fixtures 3,847 3,757 Purchased computer software 785 785 Leasehold improvements 7,448 7,086 Other 448 448 Property and equipment, gross 18,427 17,805 Less: Accumulated depreciation (7,398) (6,622) Property and equipment, net $ 11,029 $ 11,183 Depreciation expense for the three months ended March 31, 2020 and 2019 was $0.9 million and $0.7 million, respectively. | 4. Property and Equipment Property and equipment consisted of the following: December 31, 2019 2018 (in thousands) Computer equipment $ 5,729 $ 4,218 Furniture and fixtures 3,757 1,920 Purchased computer software 785 450 Leasehold improvements 7,086 2,868 Other 448 363 Property and equipment, gross 17,805 9,819 Less: Accumulated depreciation (6,622) (4,189) Property and equipment, net $ 11,183 $ 5,630 Depreciation expense for the years ended December 31, 2019, 2018 and 2017 was $3.1 million, $2.2 million and $1.9 million, respectively. |
Business Combinations_2
Business Combinations | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Business Combinations | ||
Business Combinations | 5 ShoCard, Inc. Acquisition On March 2, 2020, Ping Identity Corporation acquired 100% of the voting equity interest in ShoCard, Inc., a Delaware Corporation (“ShoCard”). ShoCard is a cloud-based mobile identity solution that offers identity services for verified claims. The purpose of this acquisition was to expand the Company’s identity proofing solutions. The total purchase price was $5.5 million. An additional $3.1 million and $2.3 million of contingent compensation is payable in common stock of the Company on the first and second anniversary of the acquisition, respectively, contingent on certain individuals remaining employed as of those dates and other service conditions. As these payments are subject to the continued employment of those individuals, they will be recognized through compensation expense as incurred. See Note 10 for additional details. The following table summarizes the preliminary allocation of the purchase price, based on the estimated fair value of the assets acquired and liabilities assumed at the acquisition date: March 2, 2020 Useful Life (in thousands) Fair value of net assets acquired Developed technology $ 3,550 7 years Goodwill 1,015 Indefinite Deferred tax asset 954 Other assets 11 Total assets acquired 5,530 Other liabilities (2) Total liabilities assumed (2) Net assets acquired $ 5,528 Goodwill is primarily attributable to the workforce acquired and the expected synergies arising from integrating ShoCard’s identity solution with the Company’s existing identity solutions. None of the goodwill is deductible for tax purposes. The Company incurred $0.5 million of acquisition-related expenses in conjunction with the ShoCard acquisition, which are included in general and administrative expenses on the condensed consolidated statement of operations for the three months ended March 31, 2020. Additional information around the ShoCard acquisition, such as that related to income tax and other contingencies existing as of the acquisition date but unknown to the Company, may become known during the remainder of the measurement period, not to exceed one year from the acquisition date, which may result in changes to the amounts and allocations recorded. Elastic Beam Inc. Acquisition On April 5, 2018, Ping Identity Corporation acquired 100% of the voting equity interest in Elastic Beam Inc., a Delaware Corporation (“Elastic Beam”). Elastic Beam is a machine learning/artificial intelligence API behavioral security software which detects, reports and stops cyberattacks on data and applications via APIs. The purpose of this acquisition was to expand the Company’s capabilities in identity security, particularly with regard to artificial intelligence. The total purchase price was $19.0 million, which includes up-front cash consideration of $17.4 million that was funded with existing cash resources, and $1.6 million, of which $1.1 million and $0.5 million is payable on the first and second anniversary of the acquisition, respectively. The Company paid the first anniversary payment of $1.1 million during 2019. $4.8 million and $4.2 million of contingent compensation is payable on the first and second anniversary of the acquisition, respectively, contingent on certain individuals remaining employed as of those dates. As these payments are subject to the continued employment of those individuals, they will be recognized through compensation expense as incurred. The Company paid the first anniversary payment of $4.8 million during 2019. The following table summarizes the allocation of the purchase price, based on the estimated fair value of the assets acquired and liabilities assumed at the acquisition date: April 5, 2018 Useful Life (in thousands) Fair value of net assets acquired In process research and development $ 3,006 Indefinite Goodwill 15,972 Indefinite Deferred tax asset 108 Other assets 3 Total assets acquired 19,089 Deferred revenue (115) Total liabilities assumed (115) Net assets acquired $ 18,974 Goodwill is primarily attributable to the workforce acquired and the expected synergies arising from integrating Elastic Beam’s behavioral security software with the Company’s existing security platform. None of the goodwill is deductible for tax purposes. Additional Acquisition Related Information The operating results of ShoCard and Elastic Beam are included in the Company’s condensed consolidated statements of operations from their respective dates of acquisition. Revenue and earnings of ShoCard and Elastic Beam since their respective dates of acquisition and pro forma results of operations have not been prepared because the effect of the acquisitions were not material to the condensed consolidated statements of operations. | 5. Business Combinations Elastic Beam Inc. Acquisition On April 5, 2018, Ping Identity Corporation acquired 100% of the voting equity interest in Elastic Beam Inc., a Delaware Corporation (“Elastic Beam”). Elastic Beam is a machine learning/artificial intelligence API behavioral security software which detects, reports and stops cyberattacks on data and applications via APIs. The purpose of this acquisition was to expand the Company’s capabilities in identity security, particularly with regard to artificial intelligence. The total purchase price was $19.0 million, which includes up-front cash consideration of $17.4 million that was funded with existing cash resources, and $1.6 million, of which $1.1 million and $0.5 million is payable on the first and second anniversary of the acquisition, respectively. During the year ended December 31, 2019, the Company paid the first anniversary payment of $1.1 million. $4.8 million and $4.2 million of contingent compensation is payable on the first and second anniversary of the acquisition, respectively, contingent on certain individuals remaining employed as of those dates. As these payments are subject to the continued employment of those individuals, they will be recognized through compensation expense as incurred. During the year ended December 31, 2019, the Company paid the first anniversary payment of $4.8 million. The following table summarizes the allocation of the purchase price, based on the estimated fair value of the assets acquired and liabilities assumed at the acquisition date: April 5, 2018 Useful Life (in thousands) Fair value of net assets acquired In process research and development $ 3,006 Indefinite Goodwill 15,972 Indefinite Deferred tax asset 108 Other assets 3 Total assets acquired 19,089 Deferred revenue (115) Total liabilities assumed (115) Net assets acquired $ 18,974 Goodwill is primarily attributable to the workforce acquired and the expected synergies arising from integrating Elastic Beam’s behavioral security software with the Company’s existing security platform. None of the goodwill is deductible for tax purposes. The Company incurred $0.6 million of acquisition-related expenses in conjunction with the Elastic Beam acquisition which are included in general and administrative expenses on the consolidated statements of operations for the year ended December 31, 2018. Additional Acquisition Related Information The operating results of Elastic Beam are included in the Company’s consolidated statements of operations from the date of acquisition. Revenue and earnings of Elastic Beam since the date of acquisition and pro forma results of operations have not been prepared because the effect of the acquisition was not material to the consolidated statements of operations. |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets | ||
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets The changes in the carrying amount of the Company’s goodwill balance were as follows: March 31, 2020 (in thousands) Beginning balance $ 417,696 Additions to goodwill related to acquisitions 1,015 Ending balance $ 418,711 The Company’s intangible assets as of March 31, 2020 were as follows: March 31, 2020 Gross Accumulated Net Carrying Amount Amortization Value (in thousands) Developed technology $ 111,488 $ (45,507) $ 65,981 Customer relationships 94,875 (28,080) 66,795 Trade names 56,674 (21,173) 35,501 Capitalized internal-use software 25,180 (7,697) 17,483 Other intangible assets 1,014 (424) 590 Total intangible assets subject to amortization $ 289,231 $ (102,881) $ 186,350 In-process research and development 586 — 586 Total intangible assets $ 289,817 $ (102,881) $ 186,936 The Company’s intangible assets as of December 31, 2019 were as follows: December 31, 2019 Gross Accumulated Net Carrying Amount Amortization Value (in thousands) Developed technology $ 107,938 $ (42,260) $ 65,678 Customer relationships 94,875 (26,205) 68,670 Trade names 56,640 (19,754) 36,886 Capitalized internal-use software 21,881 (6,375) 15,506 Other intangible assets 1,077 (535) 542 Total intangible assets subject to amortization 282,411 (95,129) 187,282 In-process research and development 586 — 586 Total intangible assets $ 282,997 $ (95,129) $ 187,868 Amortization expense for the three months ended March 31, 2020 and 2019 was $7.9 million and $7.3 million, respectively. As of March 31, 2020, expected amortization expense for intangible assets subject to amortization for the next five years is as follows: Year Ending December 31, March 31, 2020 (in thousands) 2020 (remaining nine months) $ 24,581 2021 31,997 2022 32,227 2023 25,861 2024 25,095 Thereafter 46,589 Total $ 186,350 | 6. Goodwill and Intangible Assets The changes in the carrying amount of the Company’s goodwill balance were as follows: December 31, 2019 2018 (in thousands) Beginning balance $ 417,696 $ 401,724 Additions to goodwill related to acquisitions — 15,972 Ending balance $ 417,696 $ 417,696 The Company’s intangible assets as of December 31, 2019 were as follows: December 31, 2019 Gross Accumulated Net Carrying Amount Amortization Value (in thousands) Developed technology $ 107,938 $ (42,260) $ 65,678 Customer relationships 94,875 (26,205) 68,670 Trade names 56,640 (19,754) 36,886 Capitalized internal-use software 21,881 (6,375) 15,506 Other intangible assets 1,077 (535) 542 Total intangible assets subject to amortization 282,411 (95,129) 187,282 In-process research and development 586 — 586 Total intangible assets $ 282,997 $ (95,129) $ 187,868 The Company’s intangible assets as of December 31, 2018 were as follows: December 31, 2018 Gross Accumulated Net Carrying Amount Amortization Value (in thousands) Developed technology $ 107,938 $ (29,433) $ 78,505 Customer relationships 94,875 (18,702) 76,173 Trade names 56,436 (14,084) 42,352 Product backlog 2,185 (2,117) 68 Capitalized internal-use software 11,422 (2,995) 8,427 Non-compete agreements 1,224 (1,014) 210 Other intangible assets 1,055 (333) 722 Total intangible assets subject to amortization 275,135 (68,678) 206,457 In-process research and development 586 — 586 Total intangible assets $ 275,721 $ (68,678) $ 207,043 Amortization expense for the years ended December 31, 2019, 2018 and 2017 was $29.9 million, $28.6 million and $27.2 million, respectively. During each of the years ended December 31, 2018 and 2017, $3.0 million of in-process research and development was reclassified to developed technology when ready for intended use. As of December 31, 2019, expected amortization expense for intangible assets subject to amortization for the next five years is as follows: Year Ending December 31, December 31, 2019 (in thousands) 2020 $ 31,420 2021 30,643 2022 28,788 2023 26,445 2024 24,512 Thereafter 45,474 Total $ 187,282 |
Debt_2
Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt | ||
Debt | 7. Debt In January 2018, the Company entered into credit facilities with a consortium of lenders comprised of (a) a term loan with a principal amount of $250.0 million (the “2018 Term Loan Facility”), and (b) a revolving line of credit in a principal committed amount of $25.0 million (the “2018 Revolving Credit Facility” and, collectively with the 2018 Term Loan Facility, the “2018 Credit Facilities”). The 2018 Term Loan Facility and 2018 Revolving Credit Facility had maturity dates of January 25, 2025 and January 25, 2023, respectively. Borrowings under the 2018 Credit Facilities were collateralized by substantially all of the assets of the Company. There were no significant financial covenants to which the Company was required to comply in relation to the 2018 Term Loan Facility. The wholly owned indirect subsidiary, Ping Identity Corporation, as borrower under the 2018 Credit Facilities, was limited to declare dividends or make any payment on account of its capital stock to, directly or indirectly, fund a dividend or other distribution to Ping Identity Holding Corp. (the “Parent”), subject to limited exceptions, including (1) stock repurchases in an amount not to exceed the greater of $1.5 million per year or 3.75% of consolidated EBITDA, with any unused amount being carried forward to future periods, (2) unlimited amounts subject to compliance with a 4.25 to 1.00 total leverage ratio giving pro forma effect to any distribution, (3) unlimited amounts up to 7% of the Parent’s market capitalization and (4) payment of the Parent’s overhead expenses. The 2018 Term Loan Facility bore interest at the option of the Company at a rate per annum equal to (a) an adjusted LIBO rate (with a floor of 1.00% per annum) plus an applicable margin of 3.75%, payable on the last day of the applicable interest period applicable thereto (“Eurodollar” loan), or (b) the alternate base rate (with a floor of 2.00% per annum) plus an applicable margin of 2.75%, payable quarterly in arrears the last business day of each March, June, September and December. The 2018 Term Loan Facility was borrowed as a Eurodollar loan. In December 2019, Roaring Fork Intermediate, LLC and Ping Identity Corporation, each a wholly-owned subsidiary of Ping Identity Holding Corp., and certain of their subsidiaries, entered into a credit agreement (the “2019 Credit Agreement”) with the financial institutions identified therein as lenders, including Bank of America, N.A., as administrative agent, and BofA Securities, Inc. and RBC Capital Markets as joint lead arrangers. In connection therewith, the Company repaid all outstanding borrowings under the 2018 Term Loan Facility and terminated the 2018 Revolving Credit Facility. The 2019 Credit Agreement provides for a senior revolving line of credit in a principal committed amount of $150.0 million (the “2019 Revolving Credit Facility”), with the option to request incremental term loan facilities in a minimum amount of $10 million for each facility if certain conditions are met. The Company’s obligations under the 2019 Credit Agreement are secured by substantially all of the assets of the Company, and borrowings under the 2019 Revolving Credit Facility may be used for working capital and other general corporate purposes, including for acquisitions permitted under the 2019 Credit Agreement. The 2019 Credit Agreement contains certain customary events of default and customary representations and warranties and affirmative and negative covenants, including certain restrictions on the ability of the Company to incur additional indebtedness or guarantee indebtedness of others, to create liens on properties or assets, and to enter into certain asset and stock-based transactions. In addition, under the terms of the 2019 Credit Agreement, the Company must adhere to certain financial covenants, including (i) a senior secured net leverage ratio, which shall not be more than 3.50 to 1.00, provided that the maximum ratio shall be increased to 4.00 to 1.00 during a fiscal year in which a Material Acquisition (as defined in the 2019 Credit Agreement) has been consummated, and (ii) a consolidated interest coverage ratio, which shall not be less than 3.50 to 1.00. As of March 31, 2020, the Company was in compliance with all financial covenants. The wholly owned indirect subsidiary, Ping Identity Corporation, as borrower under the 2019 Credit Agreement, is limited in its ability to declare dividends or make any payment on account of its capital stock to, directly or indirectly, fund a dividend or other distribution to Ping Identity Holding Corp. (as the Parent), subject to limited exceptions, including (1) stock repurchases from current or former employees, officers or directors in an amount not to exceed $5 million, (2) unlimited amounts subject to compliance with its financial covenants for the most recently ended four quarters as well as a 6.00 to 1.00 total net leverage ratio for the most recently ended four quarters, both after giving pro forma effect to any distribution, (3) unlimited amounts up to the greater of $19.5 million in the aggregate or 15% of EBITDA for the most recently ended four quarters and (4) payment of certain of the Parent's overhead expenses. The 2019 Revolving Credit Facility matures on December 12, 2024 and bears interest at the option of the Company at a rate per annum equal to either (i) a base rate, which is equal to the greater of (a) the prime rate, (b) the federal funds effective rate plus 0.5% and (c) the adjusted LIBO rate for a one month interest period plus 1%, or (ii) the adjusted LIBO rate equal to the LIBO rate for the interest period multiplied by the statutory reserve rate, plus in the case of each of clauses (i) and (ii), the Applicable Rate (as defined in the 2019 Credit Agreement), which ranges from (i) 0.25% to 1.0% per annum for base rate loans and (ii) 1.25% to 2.0% per annum for LIBO rate loans, in each case, depending on the senior secured net leverage ratio. The Company will also pay a commitment fee during the term of the 2019 Credit Agreement ranging from 0.20% to 0.35% of the average daily amount of the available amount to be borrowed under the 2019 Credit Agreement per annum, based on the senior secured net leverage ratio. Any borrowing under the 2019 Credit Agreement may be repaid, in whole or in part, at any time and from time to time without premium or penalty other than customary breakage costs, and any amounts repaid may be reborrowed. No mandatory prepayments will be required other than when borrowings and letter of credit usage exceed the aggregate commitment of all lenders. For the three months ended March 31, 2020 and 2019, the Company recognized $0.4 million and $3.9 million in interest expense, respectively. As of March 31, 2020 and December 31, 2019, the Company’s outstanding long-term debt balance was $148.8 million and $50.9 million, respectively, net of debt issuance costs of $1.2 million and $1.2 million, respectively. Debt issuance costs are a direct deduction from the long-term debt liability and are amortized into interest expense over the contractual term of the borrowings using the effective interest method. During the three months ended March 31, 2020 and 2019, the Company amortized $0.1 million and $0.2 million of debt issuance costs, respectively. Future principal payments on outstanding borrowings as of March 31, 2020 are as follows: Year Ending December 31, March 31, 2020 (in thousands) 2020 (remaining nine months) $ — 2021 — 2022 — 2023 — 2024 150,000 Thereafter — Total $ 150,000 | 7. Debt In 2016, the Company entered into credit facilities with a consortium of lenders comprised of (a) a term loan in an initial principal amount of $150.0 million, which was borrowed on June 30, 2016 and subsequently increased on August 3, 2016 by $20.0 million (the “2016 Term Loan Facility”), and (b) a revolving line of credit in a principal committed amount of $10.0 million (the “2016 Revolving Credit Facility” and, collectively with the 2016 Term Loan Facility, the “2016 Credit Facilities”). The 2016 Credit Facilities had a maturity date of June 30, 2021. The 2016 Term Loan Facility bore interest at the option of the Company at a rate per annum equal to (a) an adjusted LIBO rate (with a floor of 1.00% per annum) plus an applicable margin of 9.25%, payable on the last day of the applicable interest period applicable thereto, or (b) the alternate base rate (with a floor of 2.00% per annum) plus an applicable margin of 8.25%, payable quarterly in arrears the last business day of each March, June, September and December. The 2016 Term Loan Facility was borrowed as a LIBO rate loan. In conjunction with the 2016 Credit Facilities, the Company was required to comply with various financial debt covenants, including a recurring revenue leverage ratio of 2.1 to 1.0 beginning September 30, 2016 and decreasing quarterly to 1.3 to 1.0 on September 30, 2018, and a total leverage ratio of 8.3 to 1.0 beginning December 31, 2018 and decreasing quarterly to 2.4 to 1.0 on and after June 30, 2021. As of December 31, 2017, the Company was in compliance with all financial covenants. In January 2018, the Company refinanced its outstanding debt. In connection with the refinancing, the Company entered into new credit facilities with a consortium of lenders comprised of (a) a term loan with a principal amount of $250.0 million (the “2018 Term Loan Facility”), and (b) a revolving line of credit in a principal committed amount of $25.0 million (the “2018 Revolving Credit Facility” and, collectively with the 2018 Term Loan Facility, the “2018 Credit Facilities”). The 2018 Term Loan Facility and 2018 Revolving Credit Facility had maturity dates of January 25, 2025 and January 25, 2023, respectively. Borrowings under the 2018 Credit Facilities were collateralized by substantially all of the assets of the Company. There were no significant financial covenants to which the Company was required to comply in relation to the 2018 Term Loan Facility. The wholly owned indirect subsidiary, Ping Identity Corporation, as borrower under the 2018 Credit Facilities, was limited to declare dividends or make any payment on account of its capital stock to, directly or indirectly, fund a dividend or other distribution to Ping Identity Holding Corp. (the “Parent”), subject to limited exceptions, including (1) stock repurchases in an amount not to exceed the greater of $1.5 million per year or 3.75% of consolidated EBITDA, with any unused amount being carried forward to future periods, (2) unlimited amounts subject to compliance with a 4.25 to 1.00 total leverage ratio giving pro forma effect to any distribution, (3) unlimited amounts up to 7% of the Parent’s market capitalization and (4) payment of the Parent’s overhead expenses. In conjunction with entering into the 2018 Credit Facilities, the Company paid the remaining balance of the 2016 Term Loan Facility and terminated the 2016 Revolving Credit Facility, which resulted in a loss on extinguishment of debt of $9.8 million, included in the consolidated statements of operations for the year ended December 31, 2018. The 2018 Term Loan Facility bore interest at the option of the Company at a rate per annum equal to (a) an adjusted LIBO rate (with a floor of 1.00% per annum) plus an applicable margin of 3.75%, payable on the last day of the applicable interest period applicable thereto (“Eurodollar” loan), or (b) the alternate base rate (with a floor of 2.00% per annum) plus an applicable margin of 2.75%, payable quarterly in arrears the last business day of each March, June, September and December. The 2018 Term Loan Facility was borrowed as a Eurodollar loan. Beginning September 2018, 0.25% of the principal amount of the 2018 Term Loan Facility was payable quarterly. In connection with the closing of the IPO and the underwriters’ exercise of the overallotment option as described in Note 1, the Company repaid $196.4 million of the principal amount of the 2018 Term Loan Facility using the proceeds. Prior to paying down a portion of the 2018 Term Loan Facility, the Company had remaining deferred debt issuance costs of $4.6 million. In connection with the debt repayments, the Company elected to proportionately write off a portion of its deferred debt issuance costs based on the percentage of the loan that was repaid. Accordingly, the Company incurred a loss on extinguishment of debt of $3.6 million for the proportionate write off of deferred debt issuance costs, included in the consolidated statements of operations for the year ended December 31, 2019. In December 2019, the Company refinanced its outstanding debt. In connection with the refinancing, Roaring Fork Intermediate, LLC and Ping Identity Corporation, each a wholly-owned subsidiary of Ping Identity Holding Corp., and certain of their subsidiaries, entered into a credit agreement (the “2019 Credit Agreement”) with the financial institutions identified therein as lenders, including Bank of America, N.A., as administrative agent, and BOFA Securities, Inc. and RBC Capital Markets as joint lead arrangers. The 2019 Credit Agreement provides for a senior revolving line of credit in a principal committed amount of $150.0 million (the “2019 Revolving Credit Facility”), with the option to request incremental term loan facilities in a minimum amount of $10 million for each facility if certain conditions are met. The Company’s obligations under the 2019 Credit Agreement are secured by substantially all of the assets of the Company, and borrowings under the 2019 Revolving Credit Facility may be used for working capital and other general corporate purposes, including for acquisitions permitted under the 2019 Credit Agreement. The 2019 Credit Agreement contains certain customary events of default and customary representations and warranties and affirmative and negative covenants, including certain restrictions on the ability of the Company to incur additional indebtedness or guarantee indebtedness of others, to create liens on properties or assets, and to enter into certain asset and stock-based transactions. In addition, under the terms of the 2019 Credit Agreement, the Company must adhere to certain financial covenants, including (i) a senior secured net leverage ratio, which shall not be more than 3.50 to 1.00, provided that the maximum ratio shall be increased to 4.00 to 1.00 during a fiscal year in which a Material Acquisition (as defined in the 2019 Credit Agreement) has been consummated, and (ii) a consolidated interest coverage ratio, which shall not be less than 3.50 to 1.00. As of December 31, 2019, the Company was in compliance with all financial covenants. The wholly owned indirect subsidiary, Ping Identity Corporation, as borrower under the 2019 Credit Agreement, is limited in its ability to declare dividends or make any payment on account of its capital stock to, directly or indirectly, fund a dividend or other distribution to Ping Identity Holding Corp. (as the Parent), subject to limited exceptions, including (1) stock repurchases from current or former employees, officers or directors in an amount not to exceed $5 million, (2) unlimited amounts subject to compliance with its financial covenants for the most recently ended four quarters as well as a 6.00 to 1.00 total net leverage ratio for the most recently ended four quarters, both after giving pro forma effect to any distribution, (3) unlimited amounts up to the greater of $19.5 million in the aggregate or 15% of EBITDA for the most recently ended four quarters, and (4) payment of certain of the Parent's overhead expenses. The 2019 Revolving Credit Facility matures on December 12, 2024 and bears interest at the option of the Company at a rate per annum equal to either (i) a base rate, which is equal to the greater of (a) the prime rate, (b) the federal funds effective rate plus ½ amount to be borrowed under the 2019 Credit Agreement per annum, based on the senior secured net leverage ratio. Any borrowing under the 2019 Credit Agreement may be repaid, in whole or in part, at any time and from time to time without premium or penalty other than customary breakage costs, and any amounts repaid may be reborrowed. No mandatory prepayments will be required other than when borrowings and letter of credit usage exceed the aggregate commitment of all lenders. In conjunction with entering into the 2019 Revolving Credit Facility, the Company paid all remaining balances of the 2018 Term Loan Facility and terminated the 2018 Revolving Credit Facility, which resulted in a loss on extinguishment of debt of $0.9 million, included in the consolidated statements of operations for the year ended December 31, 2019. The Company recognized $12.2 million, $14.9 million and $17.9 million in interest expense in the years ended December 31, 2019, 2018 and 2017, respectively. As of December 31, 2019 and 2018, the Company’s outstanding long-term debt balance was $50.9 million and $241.1 million, respectively (net of the current portion of long-term debt of $0.0 million and $2.5 million, and debt issuance costs of $1.2 million and $5.2 million, respectively), which was included in long-term debt. Debt issuance costs are a direct deduction from the long-term debt liability and are amortized into interest expense over the contractual term of the borrowings using the effective interest method. During the years ended December 31, 2019, 2018 and 2017, the Company amortized $0.7 million, $0.9 million and $1.4 million of debt issuance costs, respectively. Future principal payments on outstanding borrowings as of December 31, 2019 are as follows: Year Ending December 31, December 31, 2019 (in thousands) 2020 $ — 2021 — 2022 — 2023 — 2024 52,177 Thereafter — Total $ 52,177 |
Income Taxes_2
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | ||
Income Taxes | 8. Income Taxes For the three months ended March 31, 2020 and 2019, the Company recorded $1.9 million and $1.1 million as its benefit for income taxes, respectively. The key components of the Company’s benefit for income taxes primarily consist of state and federal income taxes, foreign income taxes and research and development (“R&D”) credits. The Company’s quarterly tax benefit calculation is subject to variation due to several factors, including variability in loss before income taxes, the mix of jurisdictions to which such loss relates, changes in how the Company conducts business and tax law developments. The increase in the tax benefit for the three months ended March 31, 2020 as compared to the three months ended March 31, 2019 also relates to a larger benefit for stock-based compensation and an increase in R&D credits recorded in the three months ended March 31, 2020 as compared to the three months ended March 31, 2019. | 8. Income Taxes On December 22, 2017, the U.S. Tax Cuts and Jobs Act (the “Tax Act”) was signed into law. The Tax Act significantly changed U.S. income tax law by, among other things, reducing the U.S. federal income tax rate from 35 percent to 21 percent, transitioning from a global tax system to a modified territorial tax system, and limiting the tax deduction for interest expense. The Company has included the impact of the Tax Act in its benefit (provision) for income taxes. ● Reduction of U.S. federal corporate tax rate : During the year ended December 31, 2017, the Company recorded an increase to its tax benefit of $17.0 million for the estimated impact of revaluing its net deferred tax liability position in the U.S. at the new 21 percent corporate tax rate. ● Transition tax : During the year ended December 31, 2017, the Company recorded tax expense of $1.2 million to reflect the impact of the tax on accumulated untaxed earnings and profits (“E&P”) of certain foreign affiliates. With regard to the new provisions for global intangible low-taxed income (“GILTI”), the Company is allowed to make an accounting policy choice of either (1) treating taxes due for GILTI as a current-period expense when incurred or (2) factoring such amounts into the Company’s measurement of its deferred taxes. The Company has elected to treat the taxes due for GILTI as a current-period expense when incurred. The amounts of income (loss) from continuing operations before income taxes was as follows: Year Ended December 31, 2019 2018 2017 (in thousands) United States $ (12,707) $ (12,488) $ 3,996 Foreign 2,981 2,417 1,780 Income (loss) before income taxes $ (9,726) $ (10,071) $ 5,776 The income taxes of foreign subsidiaries not included in the U.S. tax group are presented based on a separate return basis for each tax-paying entity. The benefit (provision) for income taxes from continuing operations was as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Current Federal $ — $ (23) $ — State (711) (55) — Foreign (446) (225) (96) Total current expense (1,157) (303) (96) Deferred Federal 3,266 1,416 14,501 State 5,280 (4,756) (2,201) Foreign 833 268 981 Total deferred benefit (expense) 9,379 (3,072) 13,281 Benefit (provision) for income taxes $ 8,222 $ (3,375) $ 13,185 The benefit (provision) for income taxes from continuing operations differs from the provision determined by applying the U.S. statutory tax rate to pretax earnings as a result of the following: Year Ended December 31, 2019 2018 2017 (dollars in thousands) Statutory U.S. federal income taxes $ 2,042 (21.0) % $ 2,115 (21.0) % $ (2,021) (35.0) % State income taxes, net of federal taxes 482 (5.0) 405 (4.0) (166) (2.9) Foreign taxes rate differential 49 (0.5) 18 (0.2) 257 4.4 Rate changes - tax reform — — — — 17,040 295.0 Rate changes - other 2,726 (28.0) (4,210) 41.8 (1,901) (32.9) Income tax credits 1,036 (10.7) 536 (5.3) 1,358 23.5 Change in valuation allowance — — — — (533) (9.2) Deemed repatriation of untaxed foreign earnings — — — — (1,158) (20.0) Contingent deal consideration (610) 6.3 (985) 9.8 — — Meals and entertainment (826) 8.5 (706) 7.0 (519) (9.0) GILTI inclusion (820) 8.4 (338) 3.4 — — Acquisition costs — — (134) 1.3 — — Transaction costs 116 (1.2) — — — — Stock-based compensation 293 (3.0) — — — — Transportation costs (120) 1.2 — — — — State net operating loss adjustment — — — — 746 12.9 Return to provision 178 (1.8) 36 (0.4) 131 2.3 Other permanent items (95) 1.0 (159) 1.6 (45) (0.8) R&D credits 4,642 (47.7) — — — — Uncertain tax positions (920) 9.5 — — — — Other 49 (0.5) 47 (0.5) (4) (0.1) Benefit (provision) for income taxes $ 8,222 (84.5) % $ (3,375) 33.5 % $ 13,185 228.2 % Undistributed earnings of foreign subsidiaries were $13.9 million as of December 31, 2019, of which $8.9 million was deemed to be repatriated at December 31, 2017, pursuant to the Tax Act. The deemed repatriation resulted in $1.2 million of additional U.S. income tax expense. The Company considers the current earnings and any future foreign earnings to be indefinitely reinvested, and therefore does not record deferred taxes related to these earnings. Upon repatriation of earnings, in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to a dividends received deduction) and withholding taxes payable to certain foreign jurisdictions. Withholding taxes of less than $0.9 million would be payable upon remittance of all previously unremitted earnings at December 31, 2019. The significant components of deferred tax assets and liabilities at December 31, 2019 and 2018 were as follows: December 31, 2019 2018 (in thousands) Deferred tax assets Accruals and reserves $ — $ — Fixed assets and intangible assets 380 130 Tax credits (net of uncertain tax position) 8,845 3,386 Deferred share-based compensation 2,642 1,525 Loss and other carryforwards 23,767 35,191 Other 1,433 720 Gross deferred tax assets 37,067 40,952 Valuation allowance (1,812) (1,812) Net deferred tax asset 35,255 39,140 Deferred tax liabilities Accruals and reserves (508) (138) Fixed assets and intangible assets (47,871) (53,849) Deferred revenue (14,024) (21,896) Other, net (668) (540) Gross deferred tax liabilities (63,071) (76,423) Net deferred tax liability $ (27,816) $ (37,283) The components giving rise to the net deferred income tax liabilities detailed above have been included in the accompanying consolidated balance sheet at December 31, 2019 and 2018 as follows: December 31, 2019 2018 (in thousands) Noncurrent deferred tax assets $ 2,755 $ 1,829 Noncurrent deferred tax liabilities (30,571) (39,112) Net deferred tax liability $ (27,816) $ (37,283) At December 31, 2019, the Company had U.S. net operating loss carryforwards of $95.4 million and U.S. research and development (“R&D”) credit carryforwards of $5.3 million. If not used, the U.S. net operating loss and R&D credit carryforwards will begin expiring in 2021 and 2024, respectively. Additionally, the Company had $3.7 million of foreign R&D credit carryforwards at December 31, 2019 which, if not used, will begin expiring in 2030. Section 382 and Section 383 of the Internal Revenue Code contain provisions that limit the utilization of net operating loss and tax credit carryforwards if there has been a change of ownership. The Company has completed an analysis of the historical changes in ownership, and has determined that $2.5 million of the net operating loss carryforward at December 31, 2019 will expire prior to utilization due to the Section 382 limitation. As such, the Company has established a valuation allowance against the deferred tax asset related to these net operating loss carryforwards. Additionally, a change in ownership could be triggered by subsequent sales of securities by the Company or its shareholders resulting in a limitation of the net operating loss and tax credit carryforwards in the future. The Company has determined that it is more likely than not it will be unable to realize the benefit of its deferred tax assets for R&D credit carryforwards in the U.S. prior to their expiration and has, therefore, established a valuation allowance offset against the deferred tax asset. A valuation allowance has not been established against the net deferred tax assets attributed to foreign jurisdictions. The valuation allowance for deferred tax assets was $1.8 million at December 31, 2019 and 2018. Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2019, 2018 and 2017 were as follows: December 31, 2019 2018 2017 (in thousands) Valuation allowance at beginning of year $ 1,812 $ 1,812 $ 1,279 Increases recorded to income tax provision — — 533 Valuation allowance at end of year $ 1,812 $ 1,812 $ 1,812 The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The tax years for the Company that remain subject to examination are: Years Under Additional Examination Open Years Jurisdiction U.S. Federal None 2016 - 2018 United Kingdom None 2014 - 2018 Canada None 2014 - 2018 Australia None 2014 - 2018 Israel None 2015 - 2018 France None 2017 - 2018 Additionally, U.S. federal net operating losses and other foreign tax credits carried forward into open years may be subject to adjustment. The Company has evaluated its tax positions and has determined that it has certain unrecognized tax benefits. Accordingly, as of December 31, 2019 and 2018, the Company has reduced certain tax attributes to the extent they would be utilized to offset an unrecognized tax benefit. Changes in the unrecognized tax benefits during the years ended December 31, 2019, 2018 and 2017 were as follows: December 31, 2019 2018 2017 (in thousands) Unrecognized tax benefits at beginning of the year $ 211 $ 292 $ 706 Current year increase 920 — — Statute expiration (41) (78) (365) Currency 7 (13) 11 Tax rate changes (6) 10 (60) Unrecognized tax benefits at end of the year $ 1,091 $ 211 $ 292 The Company does not currently anticipate significant changes in its unrecognized tax benefits over the next 12 months. No interest or penalties for the Company’s unrecognized tax benefits were recorded for the years ended December 31, 2019, 2018 or 2017. |
Stockholders' Equity_2
Stockholders' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Stockholders' Equity | ||
Stockholders' Equity | 9. Stockholders’ Equity On June 30, 2016, the Board of Directors and stockholders approved the Second Amended and Restated Certificate of Incorporation authorizing the Company to issue up to 85,000,000 shares of common stock and 34,000,000 shares of preferred stock, each preferred Common stock The Company’s Third Amended and Restated Certificate of Incorporation, which the Board of Directors approved on September 18, 2019 and the stockholders approved on September 23, 2019, authorizes issuance of up to 500,000,000 shares of common stock with a par value of $0.001 per share. The common stock confers upon its holders the right to vote on all matters to be voted on by the stockholders of the Company (with each share representing one vote) and to ratably participate in any distribution of dividends or payments in the event of liquidation or dissolution on a per share basis. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that may be issued in the future. Preferred stock The Company’s Third Amended and Restated Certificate of Incorporation authorizes, without stockholder approval but subject to any limitations prescribed by law, the issuance of up to an aggregate of 50,000,000 shares of preferred stock (in one or more series or classes), to create additional series or classes of preferred stock and to establish the number of shares to be included in such series or class. The Board of Directors is also authorized to increase or decrease the number of shares of any series or class subsequent to the issuance of shares of that series or class. Each series will have such rights, preferences and limitations, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences as determined by the Board of Directors. As of March 31, 2020 and December 31, 2019, the Company did not have any shares of preferred stock outstanding and currently has no plans to issue shares of preferred stock. | 9. Stockholders’ Equity On June 30, 2016, the Board and stockholders approved the Second Amended and Restated Certificate of Incorporation authorizing the Company to issue up to 85,000,000 shares of common stock and 34,000,000 shares of preferred stock Common stock The Company’s Third Amended and Restated Certificate of Incorporation, which the Board approved on September 18, 2019 and the stockholders approved on September 23, 2019, authorizes issuance of up to 500,000,000 shares of common stock with a par value of $0.001 per share. The common stock confers upon its holders the right to vote on all matters to be voted on by the stockholders of the Company (with each share representing one vote) and to ratably participate in any distribution of dividends or payments in the event of liquidation or dissolution on a per share basis. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that may be issued in the future. As described in Note 1, the Company issued and sold 12,500,000 shares of common stock to the public in conjunction with the closing of its IPO on September 23, 2019. The underwriters’ overallotment option was exercised in full and closed on October 22, 2019, where the Company issued and sold an additional 1,875,000 shares of common stock to the public. Preferred stock As of December 31, 2019, the Company was authorized, without stockholder approval but subject to any limitations prescribed by law, to issue up to an aggregate of 50,000,000 shares of preferred stock (in one or more series or classes), to create additional series or classes of preferred stock and to establish the number of shares to be included in such series or class. As of December 31, 2019, the Board was also authorized to increase or decrease the number of shares of any series or class subsequent to the issuance of shares of that series or class. Each series will have such rights, preferences and limitations, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences as determined by the Board. As of December 31, 2019 and December 31, 2018, the Company did not |
Stock-Based Compensation_2
Stock-Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Stock-Based Compensation | ||
Stock-Based Compensation | 10. Stock-Based Compensation On June 30, 2016, the Company established the 2016 Stock Option Plan (the ‘‘2016 Plan’’). The 2016 Plan provides for grants of restricted stock units and stock options to executives, directors, consultants, advisors and key employees which allow option holders to purchase stock in Ping Identity Holding Corp. The Company has 6,800,000 shares of common stock reserved for issuance under the 2016 Plan. On September 23, 2019, the Company adopted the Ping Identity Holding Corp. Omnibus Incentive Plan (the “2019 Omnibus Incentive Plan”). The 2019 Omnibus Incentive Plan provides for grants of (i) stock options, (ii) stock appreciation rights, (iii) restricted shares, (iv) performance awards, (v) other share-based awards and (vi) other cash-based awards to eligible employees, non-employee directors and consultants of the Company. At March 31, 2020, the maximum number of shares of common stock available for issuance under the 2019 Omnibus Incentive Plan was 11,290,813 shares. Stock-based compensation expense for all equity arrangements for the three months ended March 31, 2020 and 2019 was as follows: Three Months Ended March 31, 2020 2019 Subscription cost of revenue $ 146 $ — Professional services and other cost of revenue 84 — Sales and marketing 797 222 Research and development 888 215 General and administrative 942 622 Total $ 2,857 $ 1,059 Restricted Stock Units The Company grants RSUs that generally vest over one Weighted Average Grant Date Shares Fair Value Unvested as of December 31, 2019 1,415,629 $ 16.46 Granted 49,513 24.28 Forfeited/canceled (61,882) 16.21 Vested (17,170) 15.77 Unvested as of March 31, 2020 1,386,090 $ 16.75 Stock Options No stock options were granted during the three months ended March 31, 2020 or 2019. A summary of the Company’s stock option activity and related information for the three months ended March 31, 2020 is as follows: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value (in years) (in thousands) Outstanding as of December 31, 2019 5,945,878 $ 9.41 7.5 $ 88,520 Granted — — Forfeited/canceled (332,380) 9.02 Exercised (403,601) 8.17 5,647 Outstanding as of March 31, 2020 5,209,897 $ 9.53 7.1 $ 54,633 As of March 31, 2020: Vested and expected to vest 3,418,862 $ 9.56 7.1 $ 35,766 Vested and exercisable 2,314,738 $ 8.71 6.6 $ 26,174 As of March 31, 2020, unamortized stock-based compensation expense related to the time-based awards was $4.8 million, which will be recognized over the remaining weighted-average vesting term of 2.3 years. For the awards subject to performance and market conditions, unrecognized stock-based compensation expense as of March 31, 2020 was $7.9 million. As of March 31, 2020, these awards were not considered probable of meeting vesting requirements and accordingly, no expense was recorded and the timing of when this expense will be recognized is unknown. Long-Term Incentive Plan Grants under the Company’s long-term incentive plan (“LTIP”) are expected to vest following an initial public offering and registration of shares of common stock of Ping Identity Holding Corp. and Vista’s realized cash return on its investment in the Company equaling or exceeding $1.491 billion. As of March 31, 2020, these awards were not considered probable of meeting the vesting requirements and accordingly, no expense was recorded during the three months ended March 31, 2020 and the timing of when this expense will be recognized is unknown. During future reporting periods, if the awards are considered to be probable of meeting vesting requirements, this could result in a total expense of at least $18.2 million. Other Liability-Classified Awards In conjunction with the ShoCard acquisition (Note 5), the Company issued liability-classified awards to certain individuals with a stated value of $3.1 million and $2.3 million that vest on the first and second anniversary of the acquisition, respectively, and are subject to continuous service and other conditions. The liability-classified awards will be settled with a variable number of shares of the Company’s common stock at each anniversary date based on the satisfaction of such conditions. During the three months ended March 31, 2020, the Company recognized $0.3 million of stock-based compensation expense related to these awards. | 10. Stock-Based Compensation On June 30, 2016, the Company established the 2016 Stock Option Plan (the “2016 Plan”). The 2016 Plan provides for grants of restricted stock units and stock options to executives, directors, consultants, advisors and key employees which allow option holders to purchase stock in Ping Identity Holding Corp. The Company has 6,800,000 shares of common stock reserved for issuance under the 2016 Plan. In conjunction with the closing of the IPO on September 23, 2019, the Company adopted the Ping Identity Holding Corp. Omnibus Incentive Plan (the “2019 Omnibus Incentive Plan”). The 2019 Omnibus Incentive Plan provides for grants of (i) stock options, (ii) stock appreciation rights, (iii) restricted shares, (iv) performance awards, (v) other share-based awards and (vi) other cash-based awards to eligible employees, non-employee directors and consultants of the Company. As of December 31, 2019, the maximum number of shares of common stock available for issuance under the 2019 Omnibus Incentive Plan was 9,300,000 shares. Stock-based compensation expense for all equity arrangements for the years ended December 31, 2019, 2018 and 2017 was as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Subscription cost of revenue $ 141 $ — $ — Professional services and other cost of revenue 80 — — Sales and marketing 1,407 726 626 Research and development 1,364 342 297 General and administrative 3,340 1,780 1,601 Total $ 6,332 $ 2,848 $ 2,524 Restricted Stock Units The Company grants RSUs that generally vest over one Weighted Average Grant Date Shares Fair Value Unvested as of December 31, 2018 37,272 $ 8.29 Granted 1,474,996 16.49 Forfeited/canceled (39,477) 15.99 Vested (57,162) 12.25 Unvested as of December 31, 2019 1,415,629 $ 16.46 Stock Options No options were granted during the year ended December 31, 2019. During the year ended December 31, 2018, the Company granted 1,413,251 time-based options and 706,628 options subject to performance and market conditions, both of which grant the holder the option to purchase common stock upon vesting. During the year ended December 31, 2017, the Company granted 569,970 time-based options and 284,984 options subject to performance and market conditions. Time-based options vest over four years with 25% vesting one year after grant and the remainder vesting ratably on a quarterly basis thereafter. Options subject to performance and market conditions vest upon the sale of the business subject to certain conditions specified in the 2016 Plan. All options have a 10 year contractual life, and an option holder must be an employee of the Company at the date of sale of the business. A summary of the Company’s stock option activity and related information for the years ended December 31, 2019, 2018 and 2017 is as follows: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value (in years) (in thousands) Outstanding as of December 31, 2018 6,398,982 $ 9.31 8.4 $ 25,678 Granted — — — Forfeited/canceled (253,582) 7.97 2,739 Exercised (199,522) 7.88 2,007 Outstanding as of December 31, 2019 5,945,878 $ 9.41 7.5 $ 88,520 As of December 31, 2019: Vested and expected to vest 3,958,005 $ 9.42 7.5 $ 58,914 Vested and exercisable 2,485,010 $ 8.56 7.0 $ 39,118 As of December 31, 2019, unamortized stock-based compensation expense related to the time-based awards was $6.3 million, which will be recognized over the remaining weighted-average vesting term of 2.3 years. In conjunction with the IPO, the Company modified the vesting conditions of these awards to provide for the options to vest and become exercisable following an IPO and registration of shares of common stock of Ping Identity Holding Corp. and Vista Equity Partners (“Vista”) realizing a cash return on its investment in the Company equaling or exceeding $1.491 billion. Though the recognition of the remaining unamortized stock-based compensation expense may be accelerated, the modification did not result in incremental compensation cost. For the awards subject to performance and market conditions, unrecognized stock-based compensation expense as of December 31, 2018 was $5.3 million. In conjunction with the IPO, the Company modified the vesting conditions of these awards to provide for the options to vest and become exercisable following an IPO and registration of shares of common stock of Ping Identity Holding Corp. and Vista’s realized cash return on its investment in the Company equaling or exceeding $1.491 billion. In accordance with ASC 718, the Company calculated the fair value of these options on the date of modification, noting an increase in the fair value from $5.1 million to $9.0 million on the date of modification, with the incremental increase in fair value representing additional unrecognized stock-based compensation expense. The following assumptions were used in calculating the fair value of these awards on the date of modification: Risk-free rate 1.7 % Expected term 2.3 years Dividend yield — Volatility 47.0 % Weighted-average fair value of modified options $4.41 As of December 31, 2019, unamortized stock-based compensation expense related to the awards subject to performance and market conditions was $8.8 million. As these awards were not considered probable of meeting vesting requirements, no expense was recorded and the timing of when this expense will be recognized is unknown. Long-Term Incentive Plan In conjunction with the IPO, the Company amended its long-term incentive plan (“LTIP”) which could provide cash compensation to certain employees upon vesting and are thus liability-classified awards. Grants under the plan are expected to vest following an IPO and registration of shares of common stock of Ping Identity Holding Corp. and Vista’s realized cash return on its investment in the Company equaling or exceeding $1.491 billion. The awards expire upon the earlier of (i) the sale of Vista’s shares of common stock of Ping Identity Holding Corp., or (ii) August 2, 2026. The Company will remeasure the fair value of the awards at each reporting period until the awards are settled, which includes the evaluation of the probability of the awards meeting vesting conditions. As of December 31, 2019, these awards were not considered probable of meeting the vesting requirements and accordingly, no expense was recorded during the year ended December 31, 2019 and the timing of when this expense will be recognized is unknown. During future reporting periods, if the awards are considered to be probable of meeting vesting requirements, this could result in a total expense of at least $18.8 million. |
Related Party Transactions_2
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions | ||
Related Party Transactions | 11. Related Party Transactions Vista is a U.S.-based investment firm that controlled the funds which owned a majority of the Company during the three months ended March 31, 2020 and 2019. During the three months ended March 31, 2020 and 2019, the Company paid for consulting services and other expenses related to services provided by Vista and Vista affiliates. The total expenses incurred by the Company for Vista were $0.2 million and $0.3 million for the three months ended March 31, 2020 and 2019, respectively. The Company also has revenue arrangements with Vista affiliates. The Company recognized revenue of $0.1 million during the three months ended March 31, 2020 and 2019. The Company had $0.0 million and $1.1 million in accounts receivable related to these agreements at March 31, 2020 and December 31, 2019, respectively. | 11. Related Party Transactions Vista is a U.S.-based investment firm that controlled the funds which owned a majority of the Company during the years ended December 31, 2019, 2018 and 2017. During the years ended December 31, 2019, 2018 and 2017, the Company paid for consulting services and other expenses related to services provided by Vista and Vista affiliates. The total expenses incurred by the Company for Vista were $1.2 million, $1.3 million and $0.9 million for the years ended December 31, 2019, 2018 and 2017, respectively. The Company had no amount and $0.3 million in accounts payable related to these expenses at December 31, 2019 and 2018, respectively. The Company also has revenue arrangements with Vista affiliates. The Company recognized revenue of $0.6 million, $1.9 million and $0.8 million during the years ended December 31, 2019, 2018 and 2017, respectively. The Company had $1.1 million and $0.5 million in accounts receivable related to these agreements at December 31, 2019 and 2018, respectively. As discussed in Note 7, the Company entered into the 2018 Term Loan Facility and 2018 Revolving Credit Facility on January 25, 2018 with a consortium of lenders for a principal amount of $250.0 million and principal committed amount of $25.0 million, respectively. At December 31, 2018, affiliates of Vista held $34.8 million of the 2018 Term Loan Facility and there were no amounts drawn on the 2018 Revolving Credit Facility. In conjunction with the repayment of debt using proceeds from the IPO and the refinancing of outstanding debt as described in Note 7, affiliates of Vista received proceeds of $27.5 million and $7.1 million, respectively. At December 31, 2019, affiliates of Vista no longer held a portion of the Company’s outstanding debt. During the years ended December 31, 2019 and 2018, affiliates of Vista were paid $34.8 million and $0.2 million in principal, respectively, and $1.7 million and $1.9 million in interest on the portion of the 2018 Term Loan Facility, respectively, held by them. |
Operating Leases
Operating Leases | 3 Months Ended |
Mar. 31, 2020 | |
Operating Leases | |
Operating Leases | 12. Operating Leases The Company leases office spaces and a data center under noncancelable lease terms. These leases have a remaining lease term of up to six years, with a small number of office spaces that are month-to-month and accounted for as short-term leases in accordance with ASC 842-20-25-2. The Company has not recognized renewal options as part of its right-of-use assets and lease liabilities, as renewal options are not reasonably certain of exercise or occurrence as of March 31, 2020. Additionally, these leasing arrangements do not contain residual value guarantees, and there are no other restrictions or covenants in the contracts. Some real estate leases contain lease and non-lease components. Non-lease components generally represent use-based charges for common area maintenance, taxes and utilities. The Company has elected not to separate lease and non-lease components. In addition to variable lease payments for use-based charges, some leasing arrangements contain variable lease payments that increase based on a consumer price index. Some contracts also contain lease incentives such as tenant improvement allowances and rent holidays, which are treated as a reduction of lease payments for the measurement of the lease liability. Determination of a leasing arrangement is performed at inception. Right-of-use assets represent the Company's right to use leased assets over the term of the lease, adjusted for lease incentives such as tenant improvements. Lease liabilities represent the Company's contractual obligation to make lease payments over the lease term. Right-of-use assets and lease liabilities are determined based on the present value of future lease payments using the interest rate implicit in the loan or, if that rate cannot be readily determined, the incremental borrowing rate. Incremental borrowing rates were determined for each lease based on the Company's borrowing rate adjusted for term differences and foreign currency risk. The following table presents components of lease cost recorded in the condensed consolidated statement of operations and supplemental information for the three months ended March 31, 2020. Three Months Ended March 31, 2020 (dollars in thousands) Lease costs: Operating lease costs $ 919 Short-term lease costs 100 Variable lease costs 512 Total lease costs $ 1,531 Weighted-average: Remaining lease term 5.5 Discount rate 4.8 % Other information: Cash paid for the amounts included in the measurement of lease liabilities within operating cash flows $ 846 As of March 31, 2020, the maturities of remaining lease payments included in the measurement of operating leases are as follows: Year Ending December 31, March 31, 2020 (in thousands) 2020 (remaining nine months) $ 3,106 2021 4,093 2022 4,016 2023 4,069 2024 3,730 Thereafter 3,602 Total lease payments 22,616 Less: imputed interest (2,768) Total operating lease liability $ 19,848 As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the following table summarizes the future minimum lease payments related to operating leases as of December 31, 2019 under ASC 840. Year Ending December 31, December 31, 2019 (in thousands) 2020 $ 3,819 2021 3,774 2022 3,785 2023 3,839 2024 3,712 Thereafter 3,606 Total $ 22,535 |
Commitments and Contingencies_5
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies | ||
Commitments and Contingencies | 13. Commitments and Contingencies Letters of Credit As of March 31, 2020 and December 31, 2019, the Company had outstanding letters of credit under an office lease agreement that totaled $0.7 million, which primarily guaranteed early termination fees in the event of default. The Company collateralizes the letters of credit with restricted cash balances which were classified in other noncurrent assets at March 31, 2020 and December 31, 2019. Purchase Commitments In the ordinary course of business, the Company enters into various purchase commitments primarily related to third-party cloud hosting and data services, IT operations and marketing events. Total noncancelable purchase commitments as of March 31, 2020 were approximately $27.5 million for periods through 2022. Employee Benefit Plans The Company established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”) in which full-time U.S. employees are eligible to participate on the first day of the subsequent month of his or her date of employment. The 401(k) Plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a percentage of their annual compensation as defined in the 401(k) Plan. Employees in the United Kingdom and Canada are covered by defined contribution savings arrangements that are administered based upon the legislative and tax requirements of the respective countries. The Company made contributions to its employee benefit plans of $0.8 million and $0.7 million during the three months ended March 31, 2020 and 2019, respectively. Litigation From time to time, the Company may be subject to various claims, charges and litigation. The Company records a liability when it is both probable that a liability will be incurred and the amount of the loss can be reasonably estimated. The Company maintains insurance to cover certain actions and believes that resolution of such claims, charges, or litigation will not have a material impact on the Company’s financial position, results of operations, or liquidity. | 12. Commitments and Contingencies Letters of Credit As of December 31, 2019 and 2018, the Company had outstanding letters of credit under an office lease agreement that totaled $0.7 million and $0.6 million, respectively, which primarily guaranteed early termination fees in the event of default. The Company collateralizes the letters of credit with restricted cash balances which were classified in other noncurrent assets at December 31, 2019 and 2018. Leases The Company leases office space and certain office equipment under noncancelable leases. Most of the leases contain renewal options at then market rates. At December 31, 2019, future minimum lease payments under the existing leases were as follows: Year Ending December 31, December 31, 2019 (in thousands) 2020 $ 3,819 2021 3,774 2022 3,785 2023 3,839 2024 3,712 Thereafter 3,606 Total $ 22,535 Rent expense under noncancelable operating leases totaled $3.6 million, $2.3 million and $2.1 million for the years ended December 31, 2019, 2018 and 2017, respectively. Purchase Commitments In the ordinary course of business, the Company enters into various purchase commitments primarily related to third-party cloud hosting and data services, IT operations and marketing events. Total noncancelable purchase commitments as of December 31, 2019 were approximately $29.6 million for periods through 2022. Employment Agreements The Company has entered into various employment agreements with certain officers and foreign-based employees. The employment agreements provide for minimum annual base salaries, allowances for benefits and insurance coverage, termination rights and other provisions commonly found in such agreements. Under the terms of the employment agreements, the officers and employees are subject to non-compete provisions, as defined. Terms of the employment agreements vary and may be extended. Employee Benefit Plans The Company established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”) in which full-time U.S. employees are eligible to participate on the first day of the subsequent month of their date of employment. The 401(k) Plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a percentage of their annual compensation as defined in the 401(k) Plan. Employees in the United Kingdom and Canada are covered by defined contribution savings arrangements that are administered based upon the legislative and tax requirements of the respective countries. The Company made contributions to its employee benefit plans of $2.7 million, $2.0 million and $1.4 million during the years ended December 31, 2019, 2018 and 2017, respectively. Litigation From time to time, the Company may be subject to various claims, charges and litigation. The Company records a liability when it is both probable that a liability will be incurred and the amount of the loss can be reasonably estimated. The Company maintains insurance to cover certain actions and believes that resolution of such claims, charges, or litigation will not have a material impact on the Company’s financial position, results of operations, or liquidity. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Net Loss Per Share | ||
Net Loss Per Share | 14. Net Loss Per Share The following table provides a reconciliation of the numerator and denominator used in the Company’s calculation of basic and diluted net loss per share: Three Months Ended March 31, 2020 2019 Numerator: Net loss $ (4,166) $ (4,879) Denominator: Basic shares: Weighted-average common stock outstanding - basic and diluted 79,743 65,006 Net loss per share: Basic and diluted $ (0.05) $ (0.08) The following shares were excluded from the computation of diluted net loss per share for the periods presented, as their effect would have been antidilutive: Three Months Ended March 31, 2020 2019 (in thousands) RSUs 1,386 43 Stock options 3,419 4,207 Other awards 270 — Total antidilutive shares 5,075 4,250 | 13. Net Income (Loss) Per Share The following table provides a reconciliation of the numerator and denominator used in the Company’s calculation of basic and diluted net income (loss) per share: Year Ended December 31, 2019 2018 2017 (in thousands, except share and per share amounts) Numerator: Net income (loss) $ (1,504) $ (13,446) $ 18,961 Denominator: Basic shares: Weighted-average common stock outstanding - basic 68,906 65,002 64,984 Diluted shares: Weighted-average common stock outstanding - basic 68,906 65,002 64,984 Effect of potentially dilutive securities: RSUs — — 7 Weighted-average common stock outstanding - diluted 68,906 65,002 64,991 Net income (loss) per share: Basic $ (0.02) $ (0.21) $ 0.29 Diluted $ (0.02) $ (0.21) $ 0.29 The following shares were excluded from the computation of diluted net income (loss) per share for the periods presented, as their effect would have been antidilutive: Year Ended December 31, 2019 2018 2017 (in thousands) RSUs 1,416 37 — Stock options 3,958 4,263 3,207 Total antidilutive shares 5,374 4,300 3,207 |
Subsequent Events_2
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Subsequent Events | ||
Subsequent Events | 15. Subsequent Events On April 1, 2020, the Company granted an aggregate of 1,357,690 RSUs to certain of its employees and directors under the 2019 Omnibus Incentive Plan, which had a total grant date fair value of $27.2 million that is expected to be recognized over a weighted-average vesting period of approximately four years. | 15. Subsequent Events On March 2, 2020, the Company acquired ShoCard, Inc., a Delaware corporation ("ShoCard") for $5.5 million in cash funded with existing resources. ShoCard is a cloud-based mobile identity solution that offers identity service for verified claims. An additional $3.1 million and $2.3 million is payable in common stock of the Company on the first and second anniversary of the acquisition, respectively, contingent on individuals remaining employed as of those dates and meeting certain performance conditions. These amounts are payable on such anniversaries based on a fixed dollar value. Due to the timing of the acquisition, the allocation of the purchase price has not yet been finalized. |
Overview and Basis of Present_4
Overview and Basis of Presentation (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All amounts are reported in U.S. dollars. | Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All amounts are reported in U.S. dollars. Certain amounts as of and for the year ended December 31, 2017 have been reclassified to conform with current period presentation. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, establishing allowances for doubtful accounts, determining useful lives for finite-lived assets, assessing the recoverability of long-lived assets, determining the fair values of assets acquired and liabilities assumed in business combinations, determining the value of right-of-use assets and lease liabilities, accounting for income taxes and related valuation allowances against deferred tax assets, valuing stock option awards and assessing the probability of the awards meeting vesting conditions, recognizing revenue, determining the amortization period for deferred commissions and assessing the accounting treatment for commitments and contingencies. Management evaluates these estimates and assumptions on an ongoing basis and makes estimates based on historical experience and various other assumptions that are believed to be reasonable. Actual results may differ from these estimates due to risks and uncertainties, including the uncertainty surrounding rapidly changing market and economic conditions due to the recent outbreak of the novel Coronavirus Disease 2019 ("COVID-19"). | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, establishing allowances for doubtful accounts, determining useful lives for finite-lived assets, assessing the recoverability of long-lived assets, determining the fair values of assets acquired and liabilities assumed in business combinations, accounting for income taxes and related valuation allowances against deferred tax assets, valuing stock option awards and assessing the probability of the awards meeting vesting conditions, recognizing revenue, determining the amortization period for deferred commissions and assessing the accounting treatment for commitments and contingencies. Management evaluates these estimates and assumptions on an ongoing basis and makes estimates based on historical experience and various other assumptions that are believed to be reasonable. Actual results may differ from these estimates. |
Summary of Significant Accou_21
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||
Revenue Recognition | Revenue Recognition The Company recognizes revenue under Accounting Standards Codification Topic 606 (“ASC 606”), Revenue from Contracts with Customers Disaggregation of Revenue The following table presents revenue by category: Three Months Ended March 31, 2020 2019 Subscription term-based licenses: Multi-year subscription term-based licenses $ 23,988 $ 23,431 1-year subscription term-based licenses 14,149 9,294 Total subscription term-based licenses 38,137 32,725 Subscription SaaS and support and maintenance 18,681 14,895 Professional services and other 4,594 2,818 Total revenue $ 61,412 $ 50,438 The following table presents revenue by geographic region, which is based on the delivery address of the customer, and is summarized by geographic area: Three Months Ended March 31, 2020 2019 United States $ 43,029 $ 38,231 International 18,383 12,207 Total revenue $ 61,412 $ 50,438 Other than the United States, no other individual country exceeded 10% of total revenue for the three months ended March 31, 2020 or 2019. Contract Balances Contract assets represent amounts for which the Company has recognized revenue, pursuant to its revenue recognition policy, for contracts that have not yet been invoiced to customers where there is a remaining performance obligation, typically for multi-year arrangements. Three Months Ended March 31, 2020 2019 Beginning balance $ 86,010 $ 67,468 Ending balance 85,213 70,300 Change $ (797) $ 2,832 Contract liabilities consist of customer billings in advance of revenue being recognized. The opening and closing balances of contract liabilities included in deferred revenue were as follows: Three Months Ended March 31, 2020 2019 Beginning balance $ 47,507 $ 35,367 Ending balance 38,343 37,975 Change $ (9,164) $ 2,608 The change in deferred revenue relates primarily to invoicing customers and recognizing revenue in conjunction with the satisfaction of performance obligations. Revenue recognized during the three months ended March 31, 2020 and 2019 that was included in the deferred revenue balances at the beginning of the respective periods was as follows: Three Months Ended March 31, 2020 2019 Deferred revenue recognized as revenue $ 22,968 $ 15,536 Remaining Performance Obligations Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and noncancelable amounts to be invoiced. As of March 31, 2020, the Company had $116.6 million of transaction price allocated to remaining performance obligations, of which 90% is expected to be recognized as revenue over the next 24 months, with the remainder to be recognized thereafter. | Revenue Recognition The Company recognizes revenue under Accounting Standards Codification Topic 606, Revenue from Contracts with Customers 1. Identification of the contract with a customer The Company contracts with its customers through order forms, which in some cases are governed by master sales agreements. The Company determines that it has a contract with a customer when the order form has been approved, each party’s rights regarding the products or services to be transferred can be identified, the payment terms for the products or services can be identified, the Company has determined the customer has the ability and intent to pay and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit, reputation and financial or other information pertaining to the customer. At contract inception, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. 2. Determination of whether the goods or services in a contract comprise performance obligations Performance obligations promised in a contract are identified based on the products and services that will be transferred to the customer that are both (i) capable of being distinct, whereby the customer can benefit from a product or service either on its own or together with other resources that are readily available from third parties or from the Company, and (ii) are distinct in the context of the contract, whereby the transfer of certain products or services is separately identifiable from other promises in the contract. The Company sells its solutions through subscription-based contracts. The Company’s subscriptions for solutions deployed on-premise within the customer’s technology infrastructure are comprised of a term-based license and an obligation to provide support and maintenance, where the term-based license and the support and maintenance constitute separate performance obligations. The Company’s SaaS subscriptions provide customers the right to access cloud-hosted software and support for the SaaS service, which the Company considers to be a single performance obligation. The Company also renews subscriptions for support and maintenance, which the Company considers to be a single performance obligation. Professional services consist of consulting and training services. These services are distinct performance obligations from subscriptions and do not result in significant customization of the software. 3. Measurement of the transaction price The Company determines the transaction price based on the consideration that the Company expects to receive in exchange for transferring the promised goods or services to the customer. This transaction price is exclusive of amounts collected on behalf of third parties, such as sales tax and value-added tax. The Company does not offer refunds, rebates or credits to customers in the normal course of business, so the impact of variable consideration has not been material. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts generally do not include a significant financing component. The primary purpose of the Company’s invoicing terms is to provide customers with a simple and predictable way to purchase the Company’s subscriptions, not to provide customers with financing. 4. Allocation of the transaction price to separate performance obligations 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 each obligation’s relative standalone selling price (“SSP”). The SSP is determined based on the prices at which the Company separately sells the product, assuming the majority of these fall within a pricing range. In instances where SSP is not directly observable, such as when the Company does not sell the software license separately, the Company determines the SSP using information that may include market conditions and other observable inputs that can require significant judgment. There is typically a range of standalone selling prices for individual products and services based on a stratification of those products and services by quantity and other circumstances. If one of the performance obligations is outside of the SSP range, the Company determines SSP to be the nearest endpoint of the range. 5. Recognition of revenue when or as the Company satisfies each performance obligation Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product or service to the customer. The Company’s software subscriptions include both upfront revenue recognition when the Company transfers control of the term-based license to the customer, as well as revenue recognized ratably over the contract period for support and maintenance based on the stand-ready nature of these subscription elements. Revenue for the Company’s SaaS products is recognized ratably over the contract period as the Company satisfies the performance obligation. Professional services revenue provided on a time and materials basis is recognized as these services are performed. Revenue from training services and sponsorship fees is recognized on the date the services are complete. The Company generates sales directly through its sales team as well as through its channel partners. Where channel partners are involved, the Company has determined that it is the principal in these arrangements. Sales to channel partners are generally made at a discount, and revenues are recorded at the discounted price once the revenue recognition criteria above have been met. In certain instances, the Company pays referral fees to its partners, which the Company has determined to be commensurate with internal sales commissions and thus records these payments as sales commissions. Channel partners generally receive an order from an end customer prior to placing an order with the Company, and payment from channel partners is not contingent on the partner’s collection from end customers. Disaggregation of Revenue The following table presents revenue by category: Year Ended December 31, 2019 2018 2017 (in thousands) Subscription term-based licenses: Multi-year subscription term-based licenses $ 113,151 $ 88,925 $ 86,421 1-year subscription term-based licenses 48,255 44,743 35,678 Total subscription term-based licenses 161,406 133,668 122,099 Subscription SaaS and support and maintenance 63,939 51,323 38,120 Professional services and other 17,553 16,571 12,320 Total revenue $ 242,898 $ 201,562 $ 172,539 Contract Balances Contract assets represent amounts for which the Company has recognized revenue, pursuant to its revenue recognition policy, for contracts that have not yet been invoiced to customers where there is a remaining performance obligation, typically for multi-year arrangements. The opening and closing balances of contract assets were as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Beginning balance $ 67,468 $ 60,662 $ 38,491 Ending balance 86,010 67,468 60,662 Change $ 18,542 $ 6,806 $ 22,171 Contract liabilities consist of customer billings in advance of revenue being recognized. The Company primarily invoices its customers for subscription arrangements annually in advance, though certain contracts require invoicing for the entire subscription in advance. 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, noncurrent in the consolidated balance sheets. The opening and closing balances of contract liabilities included in deferred revenue were as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Beginning balance $ 35,367 $ 33,810 $ 27,606 Ending balance 47,507 35,367 33,810 Change $ 12,140 $ 1,557 $ 6,204 The change in deferred revenue relates primarily to invoicing customers and recognizing revenue in conjunction with the satisfaction of performance obligations. Revenue recognized during the years ended December 31, 2019, 2018 and 2017 that was included in the deferred revenue balances at the beginning of the respective periods was as follows: Year Ended December 31, 2019 2018 2017 (in thousands) Deferred revenue recognized as revenue $ 33,100 $ 31,391 $ 26,332 Remaining Performance Obligations Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and noncancelable amounts to be invoiced. As of December 31, 2019, the Company had $135.6 million of transaction price allocated to remaining performance obligations, of which 89% is expected to be recognized as revenue over the next 24 months, with the remainder to be recognized thereafter. |
Deferred Commissions | Deferred Commissions The following table summarizes the account activity of deferred commissions for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 2019 Beginning balance $ 13,670 $ 11,033 Additions to deferred commissions 1,536 1,298 Amortization of deferred commissions (2,102) (1,396) Ending balance $ 13,104 $ 10,935 Deferred commissions, current $ 5,303 $ 3,831 Deferred commissions, noncurrent 7,801 7,104 Total deferred commissions $ 13,104 $ 10,935 | Deferred Commissions Sales commissions earned by the Company’s internal and external sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for new contracts and additional sales to existing customers are deferred and recorded in deferred commissions, current and noncurrent in the Company’s consolidated balance sheets. Deferred commissions are amortized over the period of benefit, which the Company has determined to be generally four years. The Company determined the period of benefit by taking into consideration its customer contracts, its technology and other factors. Deferred commissions are amortized consistent with the pattern of revenue recognition for each performance obligation for contracts for which the commissions were earned. The Company includes amortization of deferred commissions in sales and marketing expense in the consolidated statements of operations. The Company periodically reviews the carrying amount of deferred commissions to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs. The Company did not recognize an impairment of deferred commissions during the years ended December 31, 2019, 2018 or 2017. The following table summarizes the account activity of deferred commissions for the years ended December 31, 2019, 2018 and 2017: Year Ended December 31, 2019 2018 2017 (in thousands) Beginning balance $ 11,033 $ 6,354 $ 2,121 Additions to deferred commissions 9,060 9,981 7,693 Amortization of deferred commissions (6,423) (5,302) (3,460) Ending balance $ 13,670 $ 11,033 $ 6,354 Deferred commissions, current $ 5,814 $ 3,746 $ 1,858 Deferred commissions, noncurrent 7,856 7,287 4,496 Total deferred commissions $ 13,670 $ 11,033 $ 6,354 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases Effective January 1, 2020, the Company adopted ASC 842 using the modified retrospective transition approach through a cumulative-effect adjustment, which resulted in the recognition of right-of-use assets of $14.6 million and lease liabilities of $18.9 million. As part of applying the modified retrospective transition method, the Company elected to apply the package of transition practical expedients within the new guidance. As required by ASC 842, these expedients have been elected as a package and have been consistently applied across the Company’s lease portfolio. Given this election, the Company need not reassess the following: ● whether any expired or existing contracts are or contain leases; ● the lease classification for any expired or existing leases; or ● the treatment of initial direct costs relating to any existing leases. The Company also elected to apply the transition practical expedient to use hindsight in determining lease term and in assessing impairment of right-of-use assets. As a result of adoption of this standard and election of the transition practical expedients, the Company recognized right-of-use assets and lease liabilities for those leases classified as operating leases under ASC 840 that continued to be classified as operating leases under ASC 842 at the later of (1) the earliest period presented or (2) the applicable lease commencement date. In applying the modified retrospective transition method to these leases, the Company measured lease liabilities at the present value of the sum of remaining minimum rental payments (as defined under ASC 840), as the leases contained no residual value guarantees. These lease liabilities have been measured using the Company’s incremental borrowing rates at the later of (1) the earliest period presented or (2) the commencement date of the applicable lease. Additionally, right-of-use assets for these operating leases have been measured as the initial measurement of applicable lease liabilities adjusted for any prepaid/accrued rent and unamortized lease incentives. The adoption of ASC 842 did not have a material impact on the condensed consolidated statements of cash flows or condensed consolidated statements of operations and comprehensive loss. Expanded disclosures around the Company’s lease agreements under ASC 842 are included in Note 12 of these condensed consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments method, which will generally result in earlier recognition of allowances for losses. In February 2020, the FASB issued ASU No. 2020-02, Financial Instruments – Credit Losses (Topic 326) In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB issued ASU No. 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 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement disclosures upon the issuance of ASU 2018-13 while delaying the adoption of the additional disclosures until their effective date. The Company will adopt ASU 2018-13 in the first quarter of 2020 and does not expect it to have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU No. 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 In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Summary of Significant Accou_22
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||
Schedule of revenue by category | Three Months Ended March 31, 2020 2019 Subscription term-based licenses: Multi-year subscription term-based licenses $ 23,988 $ 23,431 1-year subscription term-based licenses 14,149 9,294 Total subscription term-based licenses 38,137 32,725 Subscription SaaS and support and maintenance 18,681 14,895 Professional services and other 4,594 2,818 Total revenue $ 61,412 $ 50,438 | Year Ended December 31, 2019 2018 2017 (in thousands) Subscription term-based licenses: Multi-year subscription term-based licenses $ 113,151 $ 88,925 $ 86,421 1-year subscription term-based licenses 48,255 44,743 35,678 Total subscription term-based licenses 161,406 133,668 122,099 Subscription SaaS and support and maintenance 63,939 51,323 38,120 Professional services and other 17,553 16,571 12,320 Total revenue $ 242,898 $ 201,562 $ 172,539 |
Schedule of revenue by geographic region | Three Months Ended March 31, 2020 2019 United States $ 43,029 $ 38,231 International 18,383 12,207 Total revenue $ 61,412 $ 50,438 | Year Ended December 31, 2019 2018 2017 (in thousands) United States $ 188,283 $ 154,609 $ 130,135 International 54,615 46,953 42,404 Total revenue $ 242,898 $ 201,562 $ 172,539 |
Schedule of contract assets | Three Months Ended March 31, 2020 2019 Beginning balance $ 86,010 $ 67,468 Ending balance 85,213 70,300 Change $ (797) $ 2,832 | Year Ended December 31, 2019 2018 2017 (in thousands) Beginning balance $ 67,468 $ 60,662 $ 38,491 Ending balance 86,010 67,468 60,662 Change $ 18,542 $ 6,806 $ 22,171 |
Schedule of contract liabilities | Three Months Ended March 31, 2020 2019 Beginning balance $ 47,507 $ 35,367 Ending balance 38,343 37,975 Change $ (9,164) $ 2,608 | Year Ended December 31, 2019 2018 2017 (in thousands) Beginning balance $ 35,367 $ 33,810 $ 27,606 Ending balance 47,507 35,367 33,810 Change $ 12,140 $ 1,557 $ 6,204 |
Schedule of deferred revenue recognized as revenue | Three Months Ended March 31, 2020 2019 Deferred revenue recognized as revenue $ 22,968 $ 15,536 | Year Ended December 31, 2019 2018 2017 (in thousands) Deferred revenue recognized as revenue $ 33,100 $ 31,391 $ 26,332 |
Schedule of deferred commission | Three Months Ended March 31, 2020 2019 Beginning balance $ 13,670 $ 11,033 Additions to deferred commissions 1,536 1,298 Amortization of deferred commissions (2,102) (1,396) Ending balance $ 13,104 $ 10,935 Deferred commissions, current $ 5,303 $ 3,831 Deferred commissions, noncurrent 7,801 7,104 Total deferred commissions $ 13,104 $ 10,935 | Year Ended December 31, 2019 2018 2017 (in thousands) Beginning balance $ 11,033 $ 6,354 $ 2,121 Additions to deferred commissions 9,060 9,981 7,693 Amortization of deferred commissions (6,423) (5,302) (3,460) Ending balance $ 13,670 $ 11,033 $ 6,354 Deferred commissions, current $ 5,814 $ 3,746 $ 1,858 Deferred commissions, noncurrent 7,856 7,287 4,496 Total deferred commissions $ 13,670 $ 11,033 $ 6,354 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fair Value of Financial Instruments | ||
Schedule of fair value of financial instruments | March 31, 2020 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Money market funds $ 50,055 $ — $ — $ 50,055 December 31, 2019 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Money market funds $ 47,858 $ — $ — $ 47,858 | December 31, 2019 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Money market funds $ 47,858 $ — $ — $ 47,858 December 31, 2018 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Money market funds $ 57,974 $ — $ — $ 57,974 |
Property and Equipment (Table_2
Property and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Property and Equipment | ||
Schedule of property and equipment | March 31, December 31, 2020 2019 (in thousands) Computer equipment $ 5,899 $ 5,729 Furniture and fixtures 3,847 3,757 Purchased computer software 785 785 Leasehold improvements 7,448 7,086 Other 448 448 Property and equipment, gross 18,427 17,805 Less: Accumulated depreciation (7,398) (6,622) Property and equipment, net $ 11,029 $ 11,183 | December 31, 2019 2018 (in thousands) Computer equipment $ 5,729 $ 4,218 Furniture and fixtures 3,757 1,920 Purchased computer software 785 450 Leasehold improvements 7,086 2,868 Other 448 363 Property and equipment, gross 17,805 9,819 Less: Accumulated depreciation (6,622) (4,189) Property and equipment, net $ 11,183 $ 5,630 |
Business Combinations (Tables_2
Business Combinations (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||
Schedule of allocation of the purchase price, based on the estimated fair value of the assets acquired and liabilities assumed at the acquisition date | April 5, 2018 Useful Life (in thousands) Fair value of net assets acquired In process research and development $ 3,006 Indefinite Goodwill 15,972 Indefinite Deferred tax asset 108 Other assets 3 Total assets acquired 19,089 Deferred revenue (115) Total liabilities assumed (115) Net assets acquired $ 18,974 | |
ShoCard, Inc | ||
Business Acquisition [Line Items] | ||
Schedule of allocation of the purchase price, based on the estimated fair value of the assets acquired and liabilities assumed at the acquisition date | March 2, 2020 Useful Life (in thousands) Fair value of net assets acquired Developed technology $ 3,550 7 years Goodwill 1,015 Indefinite Deferred tax asset 954 Other assets 11 Total assets acquired 5,530 Other liabilities (2) Total liabilities assumed (2) Net assets acquired $ 5,528 | |
Elastic Beam Inc. | ||
Business Acquisition [Line Items] | ||
Schedule of allocation of the purchase price, based on the estimated fair value of the assets acquired and liabilities assumed at the acquisition date | April 5, 2018 Useful Life (in thousands) Fair value of net assets acquired In process research and development $ 3,006 Indefinite Goodwill 15,972 Indefinite Deferred tax asset 108 Other assets 3 Total assets acquired 19,089 Deferred revenue (115) Total liabilities assumed (115) Net assets acquired $ 18,974 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets | ||
Summary of changes in the carrying amount of goodwill balance | March 31, 2020 (in thousands) Beginning balance $ 417,696 Additions to goodwill related to acquisitions 1,015 Ending balance $ 418,711 | December 31, 2019 2018 (in thousands) Beginning balance $ 417,696 $ 401,724 Additions to goodwill related to acquisitions — 15,972 Ending balance $ 417,696 $ 417,696 |
Summary of intangible assets | The Company’s intangible assets as of March 31, 2020 were as follows: March 31, 2020 Gross Accumulated Net Carrying Amount Amortization Value (in thousands) Developed technology $ 111,488 $ (45,507) $ 65,981 Customer relationships 94,875 (28,080) 66,795 Trade names 56,674 (21,173) 35,501 Capitalized internal-use software 25,180 (7,697) 17,483 Other intangible assets 1,014 (424) 590 Total intangible assets subject to amortization $ 289,231 $ (102,881) $ 186,350 In-process research and development 586 — 586 Total intangible assets $ 289,817 $ (102,881) $ 186,936 The Company’s intangible assets as of December 31, 2019 were as follows: December 31, 2019 Gross Accumulated Net Carrying Amount Amortization Value (in thousands) Developed technology $ 107,938 $ (42,260) $ 65,678 Customer relationships 94,875 (26,205) 68,670 Trade names 56,640 (19,754) 36,886 Capitalized internal-use software 21,881 (6,375) 15,506 Other intangible assets 1,077 (535) 542 Total intangible assets subject to amortization 282,411 (95,129) 187,282 In-process research and development 586 — 586 Total intangible assets $ 282,997 $ (95,129) $ 187,868 | The Company’s intangible assets as of December 31, 2019 were as follows: December 31, 2019 Gross Accumulated Net Carrying Amount Amortization Value (in thousands) Developed technology $ 107,938 $ (42,260) $ 65,678 Customer relationships 94,875 (26,205) 68,670 Trade names 56,640 (19,754) 36,886 Capitalized internal-use software 21,881 (6,375) 15,506 Other intangible assets 1,077 (535) 542 Total intangible assets subject to amortization 282,411 (95,129) 187,282 In-process research and development 586 — 586 Total intangible assets $ 282,997 $ (95,129) $ 187,868 The Company’s intangible assets as of December 31, 2018 were as follows: December 31, 2018 Gross Accumulated Net Carrying Amount Amortization Value (in thousands) Developed technology $ 107,938 $ (29,433) $ 78,505 Customer relationships 94,875 (18,702) 76,173 Trade names 56,436 (14,084) 42,352 Product backlog 2,185 (2,117) 68 Capitalized internal-use software 11,422 (2,995) 8,427 Non-compete agreements 1,224 (1,014) 210 Other intangible assets 1,055 (333) 722 Total intangible assets subject to amortization 275,135 (68,678) 206,457 In-process research and development 586 — 586 Total intangible assets $ 275,721 $ (68,678) $ 207,043 |
Summary of expected amortization expense for intangible assets subject to amortization for the next five years | Year Ending December 31, March 31, 2020 (in thousands) 2020 (remaining nine months) $ 24,581 2021 31,997 2022 32,227 2023 25,861 2024 25,095 Thereafter 46,589 Total $ 186,350 | Year Ending December 31, December 31, 2019 (in thousands) 2020 $ 31,420 2021 30,643 2022 28,788 2023 26,445 2024 24,512 Thereafter 45,474 Total $ 187,282 |
Debt (Tables)_2
Debt (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt | ||
Summary of future principal payments on outstanding borrowings | Future principal payments on outstanding borrowings as of March 31, 2020 are as follows: Year Ending December 31, March 31, 2020 (in thousands) 2020 (remaining nine months) $ — 2021 — 2022 — 2023 — 2024 150,000 Thereafter — Total $ 150,000 | Year Ending December 31, December 31, 2019 (in thousands) 2020 $ — 2021 — 2022 — 2023 — 2024 52,177 Thereafter — Total $ 52,177 |
Stock-Based Compensation (Tab_2
Stock-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Stock-Based Compensation | ||
Summary of stock-based compensation expense | Three Months Ended March 31, 2020 2019 Subscription cost of revenue $ 146 $ — Professional services and other cost of revenue 84 — Sales and marketing 797 222 Research and development 888 215 General and administrative 942 622 Total $ 2,857 $ 1,059 | Year Ended December 31, 2019 2018 2017 (in thousands) Subscription cost of revenue $ 141 $ — $ — Professional services and other cost of revenue 80 — — Sales and marketing 1,407 726 626 Research and development 1,364 342 297 General and administrative 3,340 1,780 1,601 Total $ 6,332 $ 2,848 $ 2,524 |
Summary of the status of the Company's unvested RSUs and activity | Weighted Average Grant Date Shares Fair Value Unvested as of December 31, 2019 1,415,629 $ 16.46 Granted 49,513 24.28 Forfeited/canceled (61,882) 16.21 Vested (17,170) 15.77 Unvested as of March 31, 2020 1,386,090 $ 16.75 | Weighted Average Grant Date Shares Fair Value Unvested as of December 31, 2018 37,272 $ 8.29 Granted 1,474,996 16.49 Forfeited/canceled (39,477) 15.99 Vested (57,162) 12.25 Unvested as of December 31, 2019 1,415,629 $ 16.46 |
Summary of stock option activity and related information | Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value (in years) (in thousands) Outstanding as of December 31, 2019 5,945,878 $ 9.41 7.5 $ 88,520 Granted — — Forfeited/canceled (332,380) 9.02 Exercised (403,601) 8.17 5,647 Outstanding as of March 31, 2020 5,209,897 $ 9.53 7.1 $ 54,633 As of March 31, 2020: Vested and expected to vest 3,418,862 $ 9.56 7.1 $ 35,766 Vested and exercisable 2,314,738 $ 8.71 6.6 $ 26,174 | Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value (in years) (in thousands) Outstanding as of December 31, 2018 6,398,982 $ 9.31 8.4 $ 25,678 Granted — — — Forfeited/canceled (253,582) 7.97 2,739 Exercised (199,522) 7.88 2,007 Outstanding as of December 31, 2019 5,945,878 $ 9.41 7.5 $ 88,520 As of December 31, 2019: Vested and expected to vest 3,958,005 $ 9.42 7.5 $ 58,914 Vested and exercisable 2,485,010 $ 8.56 7.0 $ 39,118 |
Operating Leases (Tables)
Operating Leases (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Operating Leases | ||
Schedule of components of lease cost and supplemental information | Three Months Ended March 31, 2020 (dollars in thousands) Lease costs: Operating lease costs $ 919 Short-term lease costs 100 Variable lease costs 512 Total lease costs $ 1,531 Weighted-average: Remaining lease term 5.5 Discount rate 4.8 % Other information: Cash paid for the amounts included in the measurement of lease liabilities within operating cash flows $ 846 | |
Summary of maturities of remaining lease payments | Year Ending December 31, March 31, 2020 (in thousands) 2020 (remaining nine months) $ 3,106 2021 4,093 2022 4,016 2023 4,069 2024 3,730 Thereafter 3,602 Total lease payments 22,616 Less: imputed interest (2,768) Total operating lease liability $ 19,848 | Year Ending December 31, December 31, 2019 (in thousands) 2020 $ 3,819 2021 3,774 2022 3,785 2023 3,839 2024 3,712 Thereafter 3,606 Total $ 22,535 |
Summary the future minimum lease payments related to operating leases | Year Ending December 31, December 31, 2019 (in thousands) 2020 $ 3,819 2021 3,774 2022 3,785 2023 3,839 2024 3,712 Thereafter 3,606 Total $ 22,535 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Net Loss Per Share | ||
Summary of reconciliation of the numerator and denominator used in the Company's calculation of basic and diluted net loss per share | Three Months Ended March 31, 2020 2019 Numerator: Net loss $ (4,166) $ (4,879) Denominator: Basic shares: Weighted-average common stock outstanding - basic and diluted 79,743 65,006 Net loss per share: Basic and diluted $ (0.05) $ (0.08) | Year Ended December 31, 2019 2018 2017 (in thousands, except share and per share amounts) Numerator: Net income (loss) $ (1,504) $ (13,446) $ 18,961 Denominator: Basic shares: Weighted-average common stock outstanding - basic 68,906 65,002 64,984 Diluted shares: Weighted-average common stock outstanding - basic 68,906 65,002 64,984 Effect of potentially dilutive securities: RSUs — — 7 Weighted-average common stock outstanding - diluted 68,906 65,002 64,991 Net income (loss) per share: Basic $ (0.02) $ (0.21) $ 0.29 Diluted $ (0.02) $ (0.21) $ 0.29 |
Summary of shares excluded from the computation of diluted net loss per share for the periods presented, as their effect would have been antidilutive | Three Months Ended March 31, 2020 2019 (in thousands) RSUs 1,386 43 Stock options 3,419 4,207 Other awards 270 — Total antidilutive shares 5,075 4,250 | Year Ended December 31, 2019 2018 2017 (in thousands) RSUs 1,416 37 — Stock options 3,958 4,263 3,207 Total antidilutive shares 5,374 4,300 3,207 |
Summary of Significant Accou_23
Summary of Significant Accounting Policies - Revenue by category (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue | |||||
Total revenue | $ 61,412 | $ 50,438 | $ 242,898 | $ 201,562 | $ 172,539 |
Subscription | |||||
Disaggregation of Revenue | |||||
Total revenue | 56,818 | 47,620 | 225,345 | 184,991 | 160,219 |
Subscription term-based licenses | |||||
Disaggregation of Revenue | |||||
Total revenue | 38,137 | 32,725 | 161,406 | 133,668 | 122,099 |
Multi-year subscription term-based licenses | |||||
Disaggregation of Revenue | |||||
Total revenue | 23,988 | 23,431 | 113,151 | 88,925 | 86,421 |
1-year subscription term-based licenses | |||||
Disaggregation of Revenue | |||||
Total revenue | 14,149 | 9,294 | 48,255 | 44,743 | 35,678 |
Subscription SaaS and support and maintenance | |||||
Disaggregation of Revenue | |||||
Total revenue | 18,681 | 14,895 | 63,939 | 51,323 | 38,120 |
Professional services and other | |||||
Disaggregation of Revenue | |||||
Total revenue | $ 4,594 | $ 2,818 | $ 17,553 | $ 16,571 | $ 12,320 |
Summary of Significant Accou_24
Summary of Significant Accounting Policies - Revenue by geographic area (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue | |||||
Total revenue | $ 61,412 | $ 50,438 | $ 242,898 | $ 201,562 | $ 172,539 |
United States | |||||
Disaggregation of Revenue | |||||
Total revenue | 43,029 | 38,231 | 188,283 | 154,609 | 130,135 |
International | |||||
Disaggregation of Revenue | |||||
Total revenue | $ 18,383 | $ 12,207 | $ 54,615 | $ 46,953 | $ 42,404 |
Summary of Significant Accou_25
Summary of Significant Accounting Policies - Contract assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Contract assets | |||||
Beginning balance | $ 86,010 | $ 67,468 | $ 67,468 | $ 60,662 | $ 38,491 |
Ending balance | 85,213 | 70,300 | 86,010 | 67,468 | 60,662 |
Change | $ (797) | $ 2,832 | $ 18,542 | $ 6,806 | $ 22,171 |
Summary of Significant Accou_26
Summary of Significant Accounting Policies - Contract liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Contract liabilities | |||||
Beginning balance | $ 47,507 | $ 35,367 | $ 35,367 | $ 33,810 | $ 27,606 |
Ending balance | 38,343 | 37,975 | 47,507 | 35,367 | 33,810 |
Change | $ (9,164) | $ 2,608 | $ 12,140 | $ 1,557 | $ 6,204 |
Summary of Significant Accou_27
Summary of Significant Accounting Policies - Deferred revenue recognized as revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Deferred revenue recognized as revenue | |||||
Deferred revenue recognized as revenue | $ 22,968 | $ 15,536 | $ 33,100 | $ 31,391 | $ 26,332 |
Summary of Significant Accou_28
Summary of Significant Accounting Policies - Remaining Performance Obligation (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 24 months | |
Revenue, Remaining Performance Obligation, Amount | $ 135.6 | |
Revenue Remaining Performance Obligation Expected Timing Percentage | 89.00% | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 24 months | |
Revenue, Remaining Performance Obligation, Amount | $ 116.6 | |
Revenue Remaining Performance Obligation Expected Timing Percentage | 90.00% |
Summary of Significant Accou_29
Summary of Significant Accounting Policies - Deferred Commissions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Summary of Significant Accounting Policies | ||||||||||
Beginning balance | $ 13,670 | $ 11,033 | $ 11,033 | $ 6,354 | $ 2,121 | |||||
Additions to deferred commissions | 1,536 | 1,298 | 9,060 | 9,981 | 7,693 | |||||
Amortization of deferred commissions | (2,102) | (1,396) | (6,423) | (5,302) | (3,460) | |||||
Ending balance | 13,104 | 10,935 | 13,670 | 11,033 | 6,354 | |||||
Deferred commissions, current | $ 5,303 | $ 5,814 | $ 3,831 | $ 3,746 | $ 1,858 | |||||
Deferred commissions, noncurrent | 7,801 | 7,856 | 7,104 | 7,287 | 4,496 | |||||
Total deferred commissions | $ 13,104 | $ 10,935 | $ 11,033 | $ 11,033 | $ 2,121 | $ 13,104 | $ 13,670 | $ 10,935 | $ 11,033 | $ 6,354 |
Summary of Significant Accou_30
Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Jan. 01, 2020 |
Recent Accounting Pronouncements | ||
Right of use asset | $ 14,461 | |
Operating lease liability | $ 19,848 | |
Restatement Adjustment [Member] | Accounting Standards Update 2016-02 [Member] | ||
Recent Accounting Pronouncements | ||
Right of use asset | $ 14,600 | |
Operating lease liability | $ 18,900 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments (Details) - Recurring - Money market funds - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value of Financial Instruments | |||
Cash and cash equivalents | $ 50,055 | $ 47,858 | $ 57,974 |
Level 1 | |||
Fair Value of Financial Instruments | |||
Cash and cash equivalents | $ 50,055 | $ 47,858 | $ 57,974 |
Property and Equipment (Detai_2
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property and Equipment | |||||
Property and equipment, gross | $ 18,427 | $ 17,805 | $ 9,819 | ||
Less: Accumulated depreciation | (7,398) | (6,622) | (4,189) | ||
Property and equipment, net | 11,029 | 11,183 | 5,630 | ||
Depreciation expense | 900 | $ 700 | 3,100 | 2,200 | $ 1,900 |
Computer equipment | |||||
Property and Equipment | |||||
Property and equipment, gross | 5,899 | 5,729 | 4,218 | ||
Furniture and fixtures | |||||
Property and Equipment | |||||
Property and equipment, gross | 3,847 | 3,757 | 1,920 | ||
Purchased computer software | |||||
Property and Equipment | |||||
Property and equipment, gross | 785 | 785 | 450 | ||
Leasehold improvements | |||||
Property and Equipment | |||||
Property and equipment, gross | 7,448 | 7,086 | 2,868 | ||
Other | |||||
Property and Equipment | |||||
Property and equipment, gross | $ 448 | $ 448 | $ 363 |
Business Combinations (Detail_2
Business Combinations (Details) - USD ($) $ in Millions | Mar. 02, 2020 | Apr. 05, 2018 | Dec. 31, 2019 |
ShoCard, Inc | |||
Business Combinations | |||
Percentage of voting equity interest acquired | 100.00% | ||
Total purchase price | $ 5.5 | ||
Contingent compensation payable on the first anniversary of acquisition | 3.1 | ||
Contingent compensation payable on the second anniversary of acquisition | $ 2.3 | ||
Elastic Beam Inc. | |||
Business Combinations | |||
Percentage of voting equity interest acquired | 100.00% | ||
Total purchase price | $ 19 | ||
Up-front cash consideration | 17.4 | ||
Consideration payable | 1.6 | ||
Consideration payable on the first anniversary of acquisition | 1.1 | ||
Consideration payable on the second anniversary of acquisition | 0.5 | ||
Consideration paid on the first anniversary of acquisition | $ 1.1 | ||
Contingent compensation payable on the first anniversary of acquisition | 4.8 | ||
Contingent compensation payable on the second anniversary of acquisition | $ 4.2 | ||
Contingent compensation paid on the first anniversary of acquisition | $ 4.8 |
Business Combinations - Fair _2
Business Combinations - Fair value of assets acquired and liabilities (Details) - USD ($) $ in Thousands | Mar. 02, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2020 | Apr. 05, 2018 | Dec. 31, 2017 |
Fair value of net assets acquired | ||||||
Goodwill | $ 417,696 | $ 417,696 | $ 418,711 | $ 401,724 | ||
Useful life | 3 years | |||||
ShoCard, Inc | ||||||
Fair value of net assets acquired | ||||||
In process research and development | $ 3,550 | |||||
Goodwill | 1,015 | |||||
Deferred tax asset | 954 | |||||
Other assets | 11 | |||||
Total assets acquired | 5,530 | |||||
Other liabilities | (2) | |||||
Total liabilities assumed | (2) | |||||
Net assets acquired | 5,528 | |||||
Goodwill deductible for tax purposes | 0 | |||||
Acquisition related expenses | $ 500 | |||||
ShoCard, Inc | Developed technology | ||||||
Fair value of net assets acquired | ||||||
Useful life | 7 years | |||||
Elastic Beam Inc. | ||||||
Fair value of net assets acquired | ||||||
In process research and development | $ 3,006 | |||||
Goodwill | 15,972 | |||||
Deferred tax asset | 108 | |||||
Other assets | 3 | |||||
Total assets acquired | 19,089 | |||||
Deferred revenue | (115) | |||||
Total liabilities assumed | (115) | |||||
Net assets acquired | 18,974 | |||||
Goodwill deductible for tax purposes | $ 0 | |||||
Acquisition related expenses | $ 600 |
Goodwill and Intangible Asset_7
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2018 | |
Changes in the carrying amount of the Company's goodwill balance | ||
Beginning balance | $ 417,696 | $ 401,724 |
Additions to goodwill related to acquisitions | 1,015 | 15,972 |
Ending balance | $ 418,711 | $ 417,696 |
Goodwill and Intangible Asset_8
Goodwill and Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Total intangible assets subject to amortization | |||||
Gross Amount | $ 289,231 | $ 282,411 | $ 275,135 | ||
Accumulated Amortization | (102,881) | (95,129) | (68,678) | ||
Net Carrying Value | 186,350 | 187,282 | 206,457 | ||
Total intangible assets not subject to amortization | |||||
Total intangible assets, gross | 289,817 | 282,997 | 275,721 | ||
Total intangible assets, net | 186,936 | 187,868 | 207,043 | ||
Amortization expense | 7,900 | $ 7,300 | 29,900 | 28,600 | $ 27,200 |
In-process research and development | |||||
Total intangible assets not subject to amortization | |||||
Indefinite lived intangible assets | 586 | 586 | 586 | ||
Developed technology | |||||
Total intangible assets subject to amortization | |||||
Gross Amount | 111,488 | 107,938 | 107,938 | ||
Accumulated Amortization | (45,507) | (42,260) | (29,433) | ||
Net Carrying Value | 65,981 | 65,678 | 78,505 | ||
Customer relationships | |||||
Total intangible assets subject to amortization | |||||
Gross Amount | 94,875 | 94,875 | 94,875 | ||
Accumulated Amortization | (28,080) | (26,205) | (18,702) | ||
Net Carrying Value | 66,795 | 68,670 | 76,173 | ||
Trade names | |||||
Total intangible assets subject to amortization | |||||
Gross Amount | 56,674 | 56,640 | 56,436 | ||
Accumulated Amortization | (21,173) | (19,754) | (14,084) | ||
Net Carrying Value | 35,501 | 36,886 | 42,352 | ||
Capitalized internal-use software | |||||
Total intangible assets subject to amortization | |||||
Gross Amount | 25,180 | 21,881 | 11,422 | ||
Accumulated Amortization | (7,697) | (6,375) | (2,995) | ||
Net Carrying Value | 17,483 | 15,506 | 8,427 | ||
Other intangible assets | |||||
Total intangible assets subject to amortization | |||||
Gross Amount | 1,014 | 1,077 | 1,055 | ||
Accumulated Amortization | (424) | (535) | (333) | ||
Net Carrying Value | $ 590 | $ 542 | $ 722 |
Goodwill and Intangible Asset_9
Goodwill and Intangible Assets - Amortization expense for intangible assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Expected amortization expense for intangible assets subject to amortization | |||
2020 (remaining nine months) | $ 24,581 | ||
2021 | 31,997 | $ 30,643 | |
2022 | 32,227 | 28,788 | |
2023 | 25,861 | 26,445 | |
2024 | 25,095 | 24,512 | |
Thereafter | 46,589 | 45,474 | |
Total | $ 186,350 | $ 187,282 | $ 206,457 |
Debt (Details)_2
Debt (Details) | Sep. 01, 2018 | Jan. 25, 2018USD ($) | Dec. 31, 2019USD ($) | Jan. 31, 2018USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 22, 2019USD ($) |
Debt | ||||||||||
Interest expense | $ 400,000 | $ 3,900,000 | $ 12,200,000 | $ 14,900,000 | $ 17,900,000 | |||||
Long-term debt, net of current portion | $ 50,941,000 | 148,826,000 | 50,941,000 | 241,051,000 | ||||||
Deferred debt issuance costs | 1,200,000 | 1,200,000 | 1,200,000 | 5,200,000 | ||||||
Amortization of debt issuance costs | $ 62,000 | $ 211,000 | 679,000 | $ 889,000 | $ 1,372,000 | |||||
2018 Term Loan | ||||||||||
Debt | ||||||||||
Principal amount of debt | $ 250,000,000 | $ 250,000,000 | ||||||||
Deferred debt issuance costs | $ 4,600,000 | |||||||||
2018 Term Loan | LIBO rate | ||||||||||
Debt | ||||||||||
Floor rate (as a percent) | 1.00% | |||||||||
Variable rate spread (as a percent) | 3.75% | |||||||||
2018 Term Loan | Base rate | ||||||||||
Debt | ||||||||||
Floor rate (as a percent) | 2.00% | |||||||||
Variable rate spread (as a percent) | 2.75% | |||||||||
2018 Revolver | ||||||||||
Debt | ||||||||||
Principal committed amount | 25,000,000 | 25,000,000 | ||||||||
Threshold stock repurchases | $ 1,500,000 | $ 1,500,000 | ||||||||
Threshold percentage of consolidated EBITDA | 3.75% | 3.75% | ||||||||
Total leverage ratio as exceptions | 4.25 | 4.25 | ||||||||
Threshold percentage of parents market capitalization | 7.00% | 7.00% | ||||||||
2018 Revolver | LIBO rate | ||||||||||
Debt | ||||||||||
Floor rate (as a percent) | 1.00% | |||||||||
Variable rate spread (as a percent) | 3.75% | |||||||||
2018 Revolver | Base rate | ||||||||||
Debt | ||||||||||
Floor rate (as a percent) | 2.00% | |||||||||
Variable rate spread (as a percent) | 2.75% | |||||||||
2019 Credit Agreement | ||||||||||
Debt | ||||||||||
Principal amount of debt | $ 150,000,000 | 150,000,000 | ||||||||
Consolidated interest coverage ratio | 3.50 | |||||||||
Threshold stock repurchases | $ 5,000,000 | 5,000,000 | ||||||||
Number of quarters | 4 | |||||||||
Threshold unlimited amounts | $ 19,500,000 | |||||||||
Threshold percentage of consolidated EBITDA | 15.00% | |||||||||
Total leverage ratio as exceptions | 6 | |||||||||
2019 Credit Agreement | Minimum | ||||||||||
Debt | ||||||||||
Principal amount of debt | $ 10,000,000 | $ 10,000,000 | ||||||||
Senior secured net leverage ratio | 3.50 | |||||||||
Commitment fee percentage | 0.20% | |||||||||
2019 Credit Agreement | Maximum | ||||||||||
Debt | ||||||||||
Senior secured net leverage ratio | 4 | |||||||||
Commitment fee percentage | 0.35% | |||||||||
2019 Credit Agreement | Federal funds rate | ||||||||||
Debt | ||||||||||
Variable rate spread (as a percent) | 0.50% | |||||||||
2019 Credit Agreement | LIBO rate | Minimum | ||||||||||
Debt | ||||||||||
Variable rate spread (as a percent) | 1.25% | |||||||||
2019 Credit Agreement | LIBO rate | Maximum | ||||||||||
Debt | ||||||||||
Variable rate spread (as a percent) | 2.00% | |||||||||
2019 Credit Agreement | Adjusted one month LIBOR | ||||||||||
Debt | ||||||||||
Variable rate spread (as a percent) | 1.00% | |||||||||
2019 Credit Agreement | Base rate | Minimum | ||||||||||
Debt | ||||||||||
Variable rate spread (as a percent) | 0.25% | |||||||||
2019 Credit Agreement | Base rate | Maximum | ||||||||||
Debt | ||||||||||
Variable rate spread (as a percent) | 1.00% |
Debt - Future principal payme_2
Debt - Future principal payments (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Future principal payments on outstanding borrowings | ||
2024 | $ 150,000 | $ 52,177 |
Total | $ 150,000 | $ 52,177 |
Income Taxes (Details)_2
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes | |||||
Benefit for income taxes | $ 1,944 | $ 1,063 | $ 8,222 | $ (3,375) | $ 13,185 |
Stockholders' Equity - Common_2
Stockholders' Equity - Common stock and Preferred stock (Details) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2020Vote$ / sharesshares | Dec. 31, 2019item$ / sharesshares | Sep. 23, 2019$ / sharesshares | Sep. 05, 2019$ / sharesshares | Sep. 04, 2019shares | Dec. 31, 2018$ / sharesshares | Jun. 30, 2016$ / sharesshares | |
Common stock | |||||||
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | 85,000,000 | 85,000,000 | 85,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
Number of votes per share | 1 | 1 | |||||
Preferred stock | |||||||
Preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | 34,000,000 | 34,000,000 | 34,000,000 | |
Preferred stock, issued (in shares) | 0 | 0 | 0 | ||||
Preferred stock, outstanding (in shares) | 0 | 0 | 0 |
Stock-Based Compensation - Ex_2
Stock-Based Compensation - Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2016 | |
Stock-Based Compensation | ||||||
Stock-based compensation expense | $ 2,857 | $ 1,059 | $ 6,332 | $ 2,848 | $ 2,524 | |
2016 Plan | ||||||
Stock-Based Compensation | ||||||
Common stock reserved for future issuance | 6,800,000 | |||||
2019 Omnibus Incentive Plan | ||||||
Stock-Based Compensation | ||||||
Maximum number of shares available for issuance | 11,290,813 | 9,300,000 | ||||
Subscription cost of revenue | ||||||
Stock-Based Compensation | ||||||
Stock-based compensation expense | $ 146 | $ 141 | ||||
Professional services and other cost of revenue | ||||||
Stock-Based Compensation | ||||||
Stock-based compensation expense | 84 | 80 | ||||
Sales and marketing | ||||||
Stock-Based Compensation | ||||||
Stock-based compensation expense | 797 | 222 | 1,407 | 726 | 626 | |
Research and development | ||||||
Stock-Based Compensation | ||||||
Stock-based compensation expense | 888 | 215 | 1,364 | 342 | 297 | |
General and administrative | ||||||
Stock-Based Compensation | ||||||
Stock-based compensation expense | $ 942 | $ 622 | $ 3,340 | $ 1,780 | $ 1,601 |
Stock-Based Compensation - Re_2
Stock-Based Compensation - Restricted Stock Units (Details) - RSU - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2020 | Dec. 31, 2019 | |
Stock Based Compensation | |||||||
Weighted-average grant-date fair value | $ 16.75 | $ 13.30 | $ 16.46 | $ 8.29 | $ 16.75 | $ 16.46 | |
Total intrinsic value | $ 0.4 | $ 0 | $ 0.7 | $ 0.1 | $ 0 | ||
Total unrecognized compensation | $ 20 | $ 21.5 | |||||
Unrecognized compensation, recognition period | 3 years 4 months 24 days | 3 years 7 months 6 days | |||||
RSUs granted | 49,513 | 1,474,996 | |||||
Shares | |||||||
Unvested as of December 31, 2018 | 1,415,629 | 37,272 | 37,272 | ||||
Granted | 49,513 | 1,474,996 | |||||
Forfeited/canceled | (61,882) | (39,477) | |||||
Vested | (17,170) | (57,162) | |||||
Unvested as of December 31, 2019 | 1,386,090 | 1,415,629 | 37,272 | ||||
Weighted Average Grant Date Fair Value | |||||||
Unvested as of December 31, 2018 | $ 16.46 | $ 8.29 | $ 8.29 | ||||
Granted | 24.28 | 16.49 | $ 9.39 | $ 7.85 | |||
Forfeited/canceled | 16.21 | 15.99 | |||||
Vested | 15.77 | 12.25 | |||||
Unvested as of December 31, 2019 | $ 16.75 | $ 13.30 | $ 16.46 | $ 8.29 | |||
Minimum | |||||||
Stock Based Compensation | |||||||
Vesting period | 1 year | 1 year | |||||
Maximum | |||||||
Stock Based Compensation | |||||||
Vesting period | 4 years | 4 years |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Options (Details) - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Stock Options | |||
Stock Based Compensation | |||
Granted | 0 | 0 | 0 |
Stock-Based Compensation - Ma_2
Stock-Based Compensation - Market Conditions (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Assumptions used | |||||
Stock-based compensation expense | $ 2,857,000 | $ 1,059,000 | $ 6,332,000 | $ 2,848,000 | $ 2,524,000 |
Stock Options | |||||
Assumptions used | |||||
Stock-based compensation expense | 0 | ||||
Stock Options | Performance and market conditions | |||||
Assumptions used | |||||
Stock-based compensation expense | $ 0 | $ 8,800,000 |
Stock-Based Compensation - Co_2
Stock-Based Compensation - Company's Stock Option (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 23, 2019 | Sep. 22, 2019 | |
Aggregate Intrinsic Value | |||||||
Stock-based compensation expense | $ 2,857,000 | $ 1,059,000 | $ 6,332,000 | $ 2,848,000 | $ 2,524,000 | ||
Stock Options | |||||||
Options | |||||||
Outstanding as of December 31, 2018 | 5,945,878 | 6,398,982 | 6,398,982 | ||||
Granted | 0 | 0 | 0 | ||||
Forfeited/canceled | (332,380) | (253,582) | |||||
Exercised | (403,601) | (199,522) | |||||
Outstanding as of December 31, 2019 | 5,209,897 | 5,945,878 | 6,398,982 | ||||
Vested and expected to vest | 3,418,862 | 3,958,005 | |||||
Vested and exercisable | 2,314,738 | 2,485,010 | |||||
Weighted Average Exercise Price | |||||||
Outstanding as of December 31, 2018 | $ 9.41 | $ 9.31 | $ 9.31 | ||||
Forfeited/cancelled | 9.02 | 7.97 | |||||
Exercised | 8.17 | 7.88 | |||||
Outstanding as of December 31, 2019 | 9.53 | 9.41 | $ 9.31 | ||||
Vested and expected to vest | 9.56 | 9.42 | |||||
Vested and exercisable | $ 8.71 | $ 8.56 | |||||
Weighted Average Remaining Contractual Term (in years) | |||||||
Weighted Average Remaining Contractual Term - Outstanding | 7 years 1 month 6 days | 7 years 6 months | 8 years 4 months 24 days | ||||
Weighted Average Remaining Contractual Term - Vested and expected to vest | 7 years 1 month 6 days | 7 years 6 months | |||||
Weighted Average Remaining Contractual Term - Vested and exercisable | 6 years 7 months 6 days | 7 years | |||||
Aggregate Intrinsic Value | |||||||
Outstanding at the beginning (in dollars) | $ 88,520,000 | $ 25,678,000 | $ 25,678,000 | ||||
Exercised | 5,647,000 | 2,007,000 | |||||
Outstanding at the end (in dollars) | 54,633,000 | 88,520,000 | $ 25,678,000 | ||||
Aggregate Intrinsic Value - Vested and expected to vest | 35,766,000 | 58,914,000 | |||||
Aggregate Intrinsic Value - Vested and exercisable | $ 26,174,000 | 39,118,000 | |||||
Stock-based compensation expense | $ 0 | ||||||
Stock Options | Time-based options | |||||||
Options | |||||||
Granted | 1,413,251 | 569,970 | |||||
Aggregate Intrinsic Value | |||||||
Recognition over the remaining weighted-average vesting term | 2 years 3 months 18 days | 2 years 3 months 18 days | |||||
Unamortized stock-based compensation expense | $ 4,800,000 | ||||||
Stock-based compensation expense | $ 6,300,000 | ||||||
Stock Options | Performance and market conditions | |||||||
Options | |||||||
Granted | 706,628 | 284,984 | |||||
Aggregate Intrinsic Value | |||||||
Unamortized stock-based compensation expense | $ 5,300,000 | ||||||
Stock-based compensation expense | 0 | $ 8,800,000 | |||||
IPO | Stock Options | Time-based options | |||||||
Aggregate Intrinsic Value | |||||||
Minimum cash return on investments | $ 1,491,000,000 | ||||||
IPO | Stock Options | Performance and market conditions | |||||||
Aggregate Intrinsic Value | |||||||
Minimum cash return on investments | 1,491,000,000 | ||||||
Unamortized stock-based compensation expense | $ 7,900,000 | $ 9,000,000 | $ 5,100,000 |
Stock-Based Compensation - Lo_2
Stock-Based Compensation - Long-term Incentive plan (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 23, 2019 | |
Stock Based Compensation | ||||||
Stock-based compensation expense | $ 2,857,000 | $ 1,059,000 | $ 6,332,000 | $ 2,848,000 | $ 2,524,000 | |
Long-term incentive plan | ||||||
Stock Based Compensation | ||||||
Stock-based compensation expense | 0 | 0 | ||||
Long-term incentive plan | Minimum | ||||||
Stock Based Compensation | ||||||
Expected share based compensation if vesting requirements are met | $ 18,200,000 | $ 18,800,000 | ||||
IPO | Long-term incentive plan | ||||||
Stock Based Compensation | ||||||
Minimum cash return on investments | $ 1,491,000,000 |
Stock-Based Compensation - Othe
Stock-Based Compensation - Other Liability-Classified Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 02, 2020 | |
Stock Based Compensation | ||||||
Stock-based compensation expense | $ 2,857 | $ 1,059 | $ 6,332 | $ 2,848 | $ 2,524 | |
Liability-Classified Awards | ||||||
Stock Based Compensation | ||||||
Stock-based compensation expense | $ 300 | |||||
ShoCard, Inc | ||||||
Stock Based Compensation | ||||||
Contingent compensation payable on the first anniversary of acquisition | $ 3,100 | |||||
Contingent compensation payable on the second anniversary of acquisition | $ 2,300 |
Related Party Transactions (D_2
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Vista Equity Partners | |||||
Related Party Transactions | |||||
Total expenses incurred | $ 0.2 | $ 0.3 | $ 1.2 | $ 1.3 | $ 0.9 |
Affiliates of Vista | |||||
Related Party Transactions | |||||
Recognized revenue | 0.1 | 0.6 | 1.9 | $ 0.8 | |
Accounts receivable | $ 0 | $ 1.1 | $ 0.5 |
Operating Leases - Components o
Operating Leases - Components of Lease Cost and Supplemental information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Lease costs: | |
Operating lease costs | $ 919 |
Short-term lease costs | 100 |
Variable lease costs | 512 |
Total lease costs | $ 1,531 |
Remaining lease term | 5 years 6 months |
Discount rate | 4.80% |
Cash paid for the amounts included in the measurement of lease liabilities | $ 846 |
Operating Leases - Remaining Le
Operating Leases - Remaining Lease Payments and Future Lease Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Remaining lease payments | ||
2020 (remaining nine months) | $ 3,106 | |
2021 | 4,093 | $ 3,774 |
2022 | 4,016 | 3,785 |
2023 | 4,069 | 3,839 |
2024 | 3,730 | 3,712 |
Thereafter | 3,602 | 3,606 |
Total lease payments | 22,616 | 22,535 |
Less: imputed interest | (2,768) | |
Total operating lease liability | $ 19,848 | |
Future minimum lease payments | ||
2020 | 3,819 | |
2021 | 3,774 | |
2022 | 3,785 | |
2023 | 3,839 | |
2024 | 3,712 | |
Thereafter | 3,606 | |
Total | $ 22,535 |
Operating Leases - Component of
Operating Leases - Component of Lease Cost and Supplemental information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Operating Leases | |
Operating lease costs | $ 919 |
Short-term lease costs | 100 |
Variable lease costs | 512 |
Total lease costs | $ 1,531 |
Remaining lease term | 5 years 6 months |
Discount rate | 4.80% |
Cash paid for the amounts included in the measurement of lease liabilities | $ 846 |
Maximum | |
Operating Leases | |
Remaining lease term | 6 years |
Commitments and Contingencies_6
Commitments and Contingencies - Letter of Credit (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Letters of Credit | |||
Letters of credit under an office lease agreement which primarily guaranteed early termination fees in the event of default | $ 0.7 | $ 0.7 | $ 0.6 |
Commitments and Contingencies_7
Commitments and Contingencies - Purchase Commitments (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Purchase Commitments | ||
Purchase Obligation | $ 27.5 | $ 29.6 |
Commitments and Contingencies_8
Commitments and Contingencies - Employee Benefit Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Benefit Plans | |||||
Contributions to employee benefit plan | $ 0.8 | $ 0.7 | $ 2.7 | $ 2 | $ 1.4 |
Net Loss Per Share - Reconcilia
Net Loss Per Share - Reconciliation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator | |||||
Net loss | $ (4,166) | $ (4,879) | $ (1,504) | $ (13,446) | $ 18,961 |
Basic shares: | |||||
Weighted-average common stock outstanding - basic and diluted | 79,743 | 65,006 | |||
Net loss per share: | |||||
Basic and diluted | $ (0.05) | $ (0.08) |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of diluted net loss (Details) - shares | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Shares excluded from the computation of diluted net loss per share | |||||
Total antidilutive shares | 5,075,000 | 4,250,000 | 5,374 | 4,300 | 3,207 |
RSU | |||||
Shares excluded from the computation of diluted net loss per share | |||||
Total antidilutive shares | 1,386,000 | 43,000 | 1,416 | 37 | |
Stock Options | |||||
Shares excluded from the computation of diluted net loss per share | |||||
Total antidilutive shares | 3,419,000 | 4,207,000 | 3,958 | 4,263 | 3,207 |
Other awards | |||||
Shares excluded from the computation of diluted net loss per share | |||||
Total antidilutive shares | 270,000 |
Subsequent Events (Details)_2
Subsequent Events (Details) - RSU - USD ($) $ in Millions | Apr. 01, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Subsequent Events | |||
Granted | 49,513 | 1,474,996 | |
Subsequent Event | 2019 Omnibus Incentive Plan | |||
Subsequent Events | |||
Granted | 1,357,690 | ||
Grant date fair value | $ 27.2 | ||
Subsequent Event | 2019 Omnibus Incentive Plan | Weighted Average | |||
Subsequent Events | |||
Vesting period | 4 years |