Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 30, 2020 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2020 | |
Entity File Number | 001-39056 | |
Entity Registrant Name | PING IDENTITY HOLDING CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-2933383 | |
Entity Address, Address Line One | 1001 17th Street, Suite 100 | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80202 | |
City Area Code | 303 | |
Local Phone Number | 468-2900 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | PING | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 81,110,873 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001679826 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 173,206 | $ 67,637 |
Accounts receivable, net of allowances of $728 and $873 at September 30, 2020 and December 31, 2019, respectively | 49,659 | 67,642 |
Contract assets, current | 69,766 | 70,031 |
Deferred commissions, current | 5,773 | 5,814 |
Prepaid expenses | 17,703 | 12,768 |
Other current assets | 1,068 | 3,774 |
Total current assets | 317,175 | 227,666 |
Noncurrent assets: | ||
Property and equipment, net | 9,564 | 11,183 |
Goodwill | 418,660 | 417,696 |
Intangible assets, net | 177,447 | 187,868 |
Contract assets, noncurrent | 14,239 | 15,979 |
Deferred commissions, noncurrent | 8,231 | 7,856 |
Deferred income taxes, net | 2,685 | 2,755 |
Operating lease right-of-use assets | 15,052 | |
Other noncurrent assets | 2,518 | 1,808 |
Total noncurrent assets | 648,396 | 645,145 |
Total assets | 965,571 | 872,811 |
Current liabilities: | ||
Accounts payable | 748 | 1,118 |
Accrued expenses and other current liabilities | 6,837 | 9,302 |
Accrued compensation | 10,427 | 18,126 |
Deferred revenue, current | 35,640 | 45,446 |
Operating lease liabilities, current | 3,770 | |
Total current liabilities | 57,422 | 73,992 |
Noncurrent liabilities: | ||
Deferred revenue, noncurrent | 2,352 | 2,061 |
Long-term debt | 148,951 | 50,941 |
Deferred income taxes, net | 19,679 | 30,571 |
Operating lease liabilities, noncurrent | 17,005 | |
Other liabilities, noncurrent | 2,607 | 4,775 |
Total noncurrent liabilities | 190,594 | 88,348 |
Total liabilities | 248,016 | 162,340 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity: | ||
Preferred stock; $0.001 par value; 50,000,000 shares authorized at September 30, 2020 and December 31, 2019; no shares issued or outstanding at September 30, 2020 or December 31, 2019 | ||
Common stock; $0.001 par value; 500,000,000 shares authorized at September 30, 2020 and December 31, 2019; 81,003,507 and 79,632,500 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 81 | 80 |
Additional paid-in capital | 733,769 | 718,446 |
Accumulated other comprehensive loss | (561) | (399) |
Accumulated deficit | (15,734) | (7,656) |
Total stockholders' equity | 717,555 | 710,471 |
Total liabilities and stockholders' equity | $ 965,571 | $ 872,811 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowances | $ 728 | $ 873 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, issued (in shares) | 81,003,507 | 79,632,500 |
Common stock, outstanding (in shares) | 81,003,507 | 79,632,500 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue: | ||||
Total revenue | $ 59,941 | $ 61,765 | $ 180,334 | $ 174,663 |
Cost of revenue: | ||||
Amortization expense | 5,177 | 4,159 | 14,723 | 11,981 |
Total cost of revenue | 17,351 | 14,240 | 49,754 | 39,811 |
Gross profit | 42,590 | 47,525 | 130,580 | 134,852 |
Operating expenses: | ||||
Sales and marketing | 21,164 | 17,819 | 64,105 | 55,153 |
Research and development | 12,224 | 11,283 | 35,849 | 33,594 |
General and administrative | 10,702 | 10,984 | 33,817 | 26,732 |
Depreciation and amortization | 4,223 | 4,060 | 12,705 | 12,334 |
Total operating expenses | 48,313 | 44,146 | 146,476 | 127,813 |
Income (loss) from operations | (5,723) | 3,379 | (15,896) | 7,039 |
Other income (expense): | ||||
Interest expense | (605) | (3,818) | (1,835) | (12,067) |
Loss on extinguishment of debt | (3,150) | (3,150) | ||
Other income (expense), net | 1,271 | (992) | 716 | (767) |
Total other income (expense) | 666 | (7,960) | (1,119) | (15,984) |
Loss before income taxes | (5,057) | (4,581) | (17,015) | (8,945) |
Benefit for income taxes | 4,061 | 3,986 | 8,937 | 5,227 |
Net loss | $ (996) | $ (595) | $ (8,078) | $ (3,718) |
Net loss per share: | ||||
Basic and diluted (in dollars per share) | $ (0.01) | $ (0.01) | $ (0.10) | $ (0.06) |
Weighted-average shares used in computing net income (loss) per share: | ||||
Basic and diluted (in shares) | 80,692 | 66,269 | 80,203 | 65,436 |
Subscription | ||||
Revenue: | ||||
Total revenue | $ 55,113 | $ 57,495 | $ 166,199 | $ 161,387 |
Cost of revenue: | ||||
Cost of revenue (exclusive of amortization shown below) | 8,091 | 5,995 | 22,709 | 16,828 |
Professional services and other | ||||
Revenue: | ||||
Total revenue | 4,828 | 4,270 | 14,135 | 13,276 |
Cost of revenue: | ||||
Cost of revenue (exclusive of amortization shown below) | $ 4,083 | $ 4,086 | $ 12,322 | $ 11,002 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||||
Net loss | $ (996) | $ (595) | $ (8,078) | $ (3,718) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments | 502 | (110) | (162) | 205 |
Total other comprehensive income (loss) | 502 | (110) | (162) | 205 |
Comprehensive loss | $ (494) | $ (705) | $ (8,240) | $ (3,513) |
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, 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 | (3,718) | (3,718) | |||
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and offering costs | $ 13 | 168,823 | 168,836 | ||
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and offering costs (in shares) | 12,500,000 | ||||
Stock-based compensation | 3,797 | 3,797 | |||
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, net of tax withholding (in shares) | 57,162 | ||||
Foreign currency translation adjustments, net of tax | 205 | 205 | |||
Balances at Sep. 30, 2019 | $ 78 | 690,170 | (582) | (9,870) | 679,796 |
Balances (in shares) at Sep. 30, 2019 | 77,757,500 | ||||
Balances at Jun. 30, 2019 | $ 65 | 519,056 | (472) | (9,275) | 509,374 |
Balances (in shares) at Jun. 30, 2019 | 65,141,506 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (595) | (595) | |||
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and offering costs | $ 13 | 168,823 | 168,836 | ||
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and offering costs (in shares) | 12,500,000 | ||||
Stock-based compensation | 1,698 | 1,698 | |||
Exercise of stock options, net of tax withholding | 593 | 593 | |||
Exercise of stock options, net of tax withholding (in shares) | 74,854 | ||||
Vesting of restricted stock, net of tax withholding (in shares) | 41,140 | ||||
Foreign currency translation adjustments, net of tax | (110) | (110) | |||
Balances at Sep. 30, 2019 | $ 78 | 690,170 | (582) | (9,870) | 679,796 |
Balances (in shares) at Sep. 30, 2019 | 77,757,500 | ||||
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 | (8,078) | (8,078) | |||
Stock-based compensation | 10,720 | 10,720 | |||
Exercise of stock options, net of tax withholding | $ 1 | 7,372 | 7,373 | ||
Exercise of stock options, net of tax withholding (in shares) | 1,104,481 | ||||
Vesting of restricted stock, net of tax withholding | (2,769) | (2,769) | |||
Vesting of restricted stock, net of tax withholding (in shares) | 266,526 | ||||
Foreign currency translation adjustments, net of tax | (162) | (162) | |||
Balances at Sep. 30, 2020 | $ 81 | 733,769 | (561) | (15,734) | 717,555 |
Balances (in shares) at Sep. 30, 2020 | 81,003,507 | ||||
Balances at Jun. 30, 2020 | $ 80 | 729,602 | (1,063) | (14,738) | 713,881 |
Balances (in shares) at Jun. 30, 2020 | 80,444,507 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (996) | (996) | |||
Stock-based compensation | 3,956 | 3,956 | |||
Exercise of stock options, net of tax withholding | $ 1 | 2,980 | 2,981 | ||
Exercise of stock options, net of tax withholding (in shares) | 318,818 | ||||
Vesting of restricted stock, net of tax withholding | (2,769) | (2,769) | |||
Vesting of restricted stock, net of tax withholding (in shares) | 240,182 | ||||
Foreign currency translation adjustments, net of tax | 502 | 502 | |||
Balances at Sep. 30, 2020 | $ 81 | $ 733,769 | $ (561) | $ (15,734) | $ 717,555 |
Balances (in shares) at Sep. 30, 2020 | 81,003,507 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (8,078) | $ (3,718) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Loss on extinguishment of debt | 3,150 | |
Depreciation and amortization | 27,428 | 24,315 |
Stock-based compensation expense | 11,983 | 3,797 |
Amortization of deferred commissions | 5,432 | 4,110 |
Amortization of deferred debt issuance costs | 187 | 626 |
Operating leases, net | (105) | |
Deferred taxes | (11,391) | (6,910) |
Other | (13) | 292 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 18,029 | 15,980 |
Contract assets | 2,005 | (15,931) |
Deferred commissions | (5,766) | (5,295) |
Prepaid expenses and other current assets | (2,869) | (4,486) |
Other assets | (700) | 305 |
Accounts payable | (322) | 736 |
Accrued compensation | (9,017) | (7,639) |
Accrued expenses and other | 2,682 | 2,302 |
Deferred revenue | (9,515) | (3,160) |
Net cash provided by operating activities | 19,970 | 8,474 |
Cash flows from investing activities | ||
Purchases of property and equipment and other | (1,716) | (4,517) |
Capitalized software development costs | (9,824) | (7,260) |
Acquisition of ShoCard, net of cash acquired of $0 | (4,703) | |
Other investing activities | (300) | |
Net cash used in investing activities | (16,243) | (12,077) |
Cash flows from financing activities | ||
Payment of Elastic Beam consideration and holdbacks | (424) | (1,136) |
Proceeds from initial public offering, net of underwriting discounts and commissions | 174,375 | |
Payment of offering costs | (295) | (1,093) |
Proceeds from stock option exercises | 9,027 | 1,571 |
Payment for tax withholding on equity awards | (4,422) | |
Proceeds from long-term debt | 97,823 | |
Payment of long-term debt | (171,743) | |
Net cash provided by financing activities | 101,709 | 1,974 |
Effect of exchange rates on cash and cash equivalents and restricted cash | 132 | 168 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 105,568 | (1,461) |
Cash and cash equivalents and restricted cash | ||
Beginning of period | 68,386 | 84,143 |
End of period | 173,954 | 82,682 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 1,728 | 11,441 |
Cash paid for taxes | 931 | 417 |
Noncash investing and financing activities: | ||
Purchases of property and equipment, accrued but not yet paid | 418 | |
Accruals related to the acquisition of ShoCard | 226 | |
Offering costs, accrued but not yet paid | $ 3,295 | |
Lease liabilities arising from right-of-use assets | $ 2,717 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 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 | 173,206 | $ 81,934 |
Restricted cash included in other noncurrent assets | $ 748 | $ 748 |
Financial position | us-gaap:OtherNoncurrentAssetsMember | us-gaap:OtherNoncurrentAssetsMember |
Total cash and cash equivalents and restricted cash | $ 173,954 | $ 82,682 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020, the condensed consolidated statements of operations, of comprehensive income (loss) and of stockholders’ equity for the three and nine months ended September 30, 2020 and 2019, the condensed consolidated statements of cash flows for the nine months ended September 30, 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 September 30, 2020, the results of operations for the three and nine months ended September 30, 2020 and 2019 and cash flows for the nine months ended September 30, 2020 and 2019. The results for the three and nine months ended September 30, 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"). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
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 and nine months ended September 30, 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 Nine Months Ended 2020 2019 2020 2019 (in thousands) Subscription term-based licenses: Multi-year subscription term-based licenses $ 22,974 $ 28,497 $ 68,103 $ 80,922 1-year subscription term-based licenses 11,944 12,649 40,276 33,731 Total subscription term-based licenses 34,918 41,146 108,379 114,653 Subscription SaaS and support and maintenance 20,195 16,349 57,820 46,734 Professional services and other 4,828 4,270 14,135 13,276 Total revenue $ 59,941 $ 61,765 $ 180,334 $ 174,663 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 Nine Months Ended 2020 2019 2020 2019 (in thousands) United States $ 41,818 $ 46,305 $ 129,473 $ 136,010 International 18,123 15,460 50,861 38,653 Total revenue $ 59,941 $ 61,765 $ 180,334 $ 174,663 Other than the United States, no other individual country exceeded 10% of total revenue for the three months ended September 30, 2020 and 2019 or the nine months ended September 30, 2020 and 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 Nine Months Ended 2020 2019 2020 2019 (in thousands) Beginning balance $ 84,701 $ 75,637 $ 86,010 $ 67,468 Ending balance 84,005 83,399 84,005 83,399 Change $ (696) $ 7,762 $ (2,005) $ 15,931 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 Nine Months Ended 2020 2019 2020 2019 (in thousands) Beginning balance $ 39,964 $ 35,490 $ 47,507 $ 35,367 Ending balance 37,992 32,207 37,992 32,207 Change $ (1,972) $ (3,283) $ (9,515) $ (3,160) 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 and nine months ended September 30, 2020 and 2019 that was included in the deferred revenue balances at the beginning of the respective periods was as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (in thousands) Deferred revenue recognized as revenue $ 5,314 $ 4,805 $ 40,529 $ 29,106 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 September 30, 2020, the Company had $134.6 million of transaction price allocated to remaining performance obligations, of which 88% 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 and nine months ended September 30, 2020 and 2019: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (in thousands) Beginning balance $ 13,095 $ 11,902 $ 13,670 $ 11,033 Additions to deferred commissions 2,580 1,666 5,766 5,295 Amortization of deferred commissions (1,671) (1,350) (5,432) (4,110) Ending balance $ 14,004 $ 12,218 $ 14,004 $ 12,218 Deferred commissions, current $ 5,773 $ 4,846 $ 5,773 $ 4,846 Deferred commissions, noncurrent 8,231 7,372 8,231 7,372 Total deferred commissions $ 14,004 $ 12,218 $ 14,004 $ 12,218 Recent Accounting Pronouncements Under the Jumpstart Our Business Startups Act (the “JOBS Act”), emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. The Company elected to use the extended transition period for complying with new or revised accounting standards under the JOBS Act until it is no longer an emerging growth company or until it chooses to affirmatively and irrevocably opt out of the extended transition period. On June 30, 2020, the last day of the Company’s second fiscal quarter in 2020, the market value of the Company’s common stock held by non-affiliates exceeded $700 million. Accordingly, the Company will be deemed a large accelerated filer as of December 31, 2020 and can no longer take advantage of the extended timeline to comply with new or revised accounting standards applicable to public companies beginning with its Annual Report on Form 10-K for the year ending December 31, 2020. 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 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 to adopt ASU 2018-15 in the fourth quarter of 2020 for the year ended December 31, 2020. While the Company is currently evaluating the impact of this pronouncement on its condensed consolidated financial statements and related disclosures, it does not expect the adoption of ASU 2018-15 to be material. 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) |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2020 | |
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: September 30, 2020 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Money market funds $ 140,074 $ — $ — $ 140,074 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). |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2020 | |
Property and Equipment | |
Property and Equipment | 4. Property and Equipment Property and equipment consisted of the following: September 30, December 31, 2020 2019 (in thousands) Computer equipment $ 6,082 $ 5,729 Furniture and fixtures 3,798 3,757 Purchased computer software 785 785 Leasehold improvements 7,492 7,086 Other 448 448 Property and equipment, gross 18,605 17,805 Less: Accumulated depreciation (9,041) (6,622) Property and equipment, net $ 9,564 $ 11,183 Depreciation expense for the three months ended September 30, 2020 and 2019 was $0.9 million and $0.7 million, respectively. Depreciation expense for the nine months ended September 30, 2020 and 2019 was $2.8 million and $2.1 million, respectively. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations | |
Business Combinations | 5 . Business Combinations 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 964 Indefinite Deferred tax asset 1,005 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 $0.6 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 nine months ended September 30, 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 included 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 was payable on the first and second anniversary of the acquisition, respectively. During the nine months ended September 30, 2019, the Company paid the first anniversary payment of $1.1 million. During the nine months ended September 30, 2020, the Company paid the second anniversary payment of $0.5 million. $4.8 million and $4.2 million of contingent compensation was payable on the first and second anniversary of the acquisition, respectively, contingent on certain individuals remaining employed as of those dates. As these payments were subject to the continued employment of those individuals, they were recognized through compensation expense as incurred. During the nine months ended September 30, 2019, the Company paid the first anniversary payment of $4.8 million. During the nine months ended September 30, 2020, the Company paid the second anniversary payment of $4.2 million. The following table summarizes the allocation of the purchase price, based on the 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. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2020 | |
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 from December 31, 2019 to September 30, 2020 were as follows (in thousands): Beginning balance $ 417,696 Additions to goodwill related to acquisitions 964 Ending balance $ 418,660 The Company’s intangible assets as of September 30, 2020 were as follows: September 30, 2020 Gross Accumulated Net Carrying Amount Amortization Value (in thousands) Developed technology $ 112,074 $ (52,248) $ 59,826 Customer relationships 94,875 (31,832) 63,043 Trade names 56,711 (24,006) 32,705 Capitalized internal-use software 32,244 (11,012) 21,232 Other intangible assets 1,178 (537) 641 Total intangible assets $ 297,082 $ (119,635) $ 177,447 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 capitalized $3.2 million and $2.8 million of internal-use software costs during the three months ended September 30, 2020 and 2019, respectively, which included $0.2 million and $0.0 million of stock-based compensation costs, respectively. The Company capitalized $10.4 million and $7.3 million of internal-use software costs during the nine months ended September 30, 2020 and 2019, respectively, which included $0.5 million and $0.0 million of stock-based compensation costs, respectively. Amortization expense for the three months ended September 30, 2020 and 2019 was $8.5 million and $7.5 million, respectively. Amortization expense for the nine months ended September 30, 2020 and 2019 was $24.7 million and $22.2 million, respectively. During the nine months ended September 30, 2020, $0.6 million of in-process research and development was reclassified to developed technology when ready for intended use. As of September 30, 2020, expected amortization expense for intangible assets subject to amortization for the next five years is as follows: Year Ending December 31, September 30, 2020 (in thousands) 2020 (remaining three months) $ 8,659 2021 33,946 2022 32,091 2023 29,750 2024 26,377 Thereafter 46,624 Total $ 177,447 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 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. The Company recognized $0.5 million and $3.6 million in interest expense for the three months ended September 30, 2020 and 2019, respectively. For the nine months ended September 30, 2020 and 2019, the Company recognized $1.6 million and $11.4 million in interest expense, respectively. As of September 30, 2020 and December 31, 2019, the Company’s outstanding long-term debt balance was $149.0 million and $50.9 million, respectively (net of debt issuance costs of $1.0 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 September 30, 2020 and 2019, the Company amortized $0.1 million and $0.2 million of debt issuance costs, respectively. During the nine months ended September 30, 2020 and 2019, the Company amortized $0.2 million and $0.6 million of debt issuance costs, respectively. Future principal payments on outstanding borrowings as of September 30, 2020 are as follows: Year Ending December 31, September 30, 2020 (in thousands) 2020 (remaining three months) $ — 2021 — 2022 — 2023 — 2024 150,000 Thereafter — Total $ 150,000 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Taxes | |
Income Taxes | 8. Income Taxes For the three months ended September 30, 2020 and 2019, the Company recorded $4.1 million and $4.0 million as its benefit for income taxes, respectively. For the nine months ended September 30, 2020 and 2019, the Company recorded $8.9 million and $5.2 million as its benefit for income taxes, respectively. The Company’s calculation of its benefit for income taxes is dependent in part on forecasts of full-year results and 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 also 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. Other variations in the Company’s tax benefit between the three and nine months ended September 30, 2020 and 2019 related to changes in the Company’s state benefit, period-over-period increases in stock-based compensation, an increase in R&D credits and the net benefit from an initial public offering (“IPO”) deduction study performed in 2020. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 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. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 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 and nine months ended September 30, 2020 and 2019 was as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (in thousands) Subscription cost of revenue $ 166 $ — $ 486 $ — Professional services and other cost of revenue 98 — 281 — Sales and marketing 1,169 283 3,209 693 Research and development 1,602 225 3,788 658 General and administrative 1,546 1,190 4,219 2,446 Total $ 4,581 $ 1,698 $ 11,983 $ 3,797 Stock-based compensation expense recorded to research and development in the condensed consolidated statements of operations excludes amounts that were capitalized in relation to internal-use software. Refer to Note 6 for additional details. 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 1,490,722 20.63 Forfeited/canceled (138,399) 16.58 Vested (356,663) 16.68 Unvested as of September 30, 2020 2,411,289 $ 18.99 Stock Options No stock options were granted during the three or nine months ended September 30, 2020 or 2019. A summary of the Company’s stock option activity and related information for the nine months ended September 30, 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 (1,278,855) 9.09 22,647 Outstanding as of September 30, 2020 4,334,643 $ 9.54 6.7 $ 93,935 As of September 30, 2020: Vested and expected to vest 2,543,608 $ 9.58 6.8 $ 55,027 Vested and exercisable 1,789,475 $ 8.56 6.3 $ 40,523 As of September 30, 2020, unamortized stock-based compensation expense related to the time-based awards was $3.5 million and the remaining weighted-average vesting term was 2.0 years. The vesting of these time-based awards may accelerate and the stock options will become exercisable following both (i) an IPO and registration of shares of common stock of Ping Identity Holding Corp. and (ii) 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, acceleration was not probable as of September 30, 2020. For the awards subject to performance and market conditions, unrecognized stock-based compensation expense as of September 30, 2020 was $7.9 million. The vesting conditions of these awards provide for the options to vest and become exercisable following both (i) an IPO and registration of shares of common stock of Ping Identity Holding Corp. and (ii) Vista’s realized cash return on its investment in the Company equaling or exceeding $1.491 billion. As of September 30, 2020, these awards were not considered probable of meeting vesting requirements and accordingly, no expense was recorded. During future reporting periods, if the awards are considered probable of meeting vesting requirements, the Company will begin recognizing the associated stock-based compensation expense of $7.9 million over the expected vesting period. Long-Term Incentive Plan Grants under the Company’s long-term incentive plan (“LTIP”) are expected to vest following both (i) an IPO and registration of shares of common stock of Ping Identity Holding Corp. and (ii) Vista’s realized cash return on its investment in the Company equaling or exceeding $1.491 billion. As of September 30, 2020, these awards were not considered probable of meeting the vesting requirements and accordingly, no expense was recorded during the three or nine months ended September 30, 2020. During future reporting periods, if the awards are considered probable of meeting vesting requirements, the Company will begin recognizing the associated compensation expense of at least $17.9 million over the expected vesting period. 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 and nine months ended September 30, 2020, the Company recognized $0.8 million and $1.8 million of stock-based compensation expense, respectively, related to these awards. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
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 and nine months ended September 30, 2020 and 2019. During the three and nine months ended September 30, 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 $0.1 million and $0.4 million for the three months ended September 30, 2020 and 2019, respectively. The total expenses incurred by the Company for Vista were $0.3 million and $1.0 million for the nine months ended September 30, 2020 and 2019, respectively. The Company also has revenue arrangements with Vista affiliates. The Company recognized revenue of $0.1 million and $0.2 million during the three months ended September 30, 2020 and 2019, respectively. The Company recognized revenue of $0.4 million during the nine months ended September 30, 2020 and 2019. The Company had $0.1 million and $1.1 million in accounts receivable related to these agreements at September 30, 2020 and December 31, 2019, respectively. |
Operating Leases
Operating Leases | 9 Months Ended |
Sep. 30, 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 September 30, 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 tables present components of lease cost recorded in the condensed consolidated statement of operations and supplemental information as of and for the three and nine months ended September 30, 2020. Three Months Ended Nine Months Ended September 30, 2020 September 30, 2020 (in thousands) Lease costs: Operating lease costs $ 917 $ 2,765 Short-term lease costs 126 308 Variable lease costs 520 1,483 Total lease costs $ 1,563 $ 4,556 Nine Months Ended September 30, 2020 (in thousands) Other information: Cash paid for the amounts included in the measurement of lease liabilities within operating cash flows $ 2,893 September 30, 2020 Weighted-average: Remaining lease term 5.1 years Discount rate 3.7 % As of September 30, 2020, the maturities of remaining lease payments included in the measurement of operating leases are as follows: Year Ending December 31, September 30, 2020 (in thousands) 2020 (remaining three months) $ 1,097 2021 4,503 2022 4,461 2023 4,528 2024 4,167 Thereafter 4,066 Total lease payments 22,822 Less: imputed interest (2,047) Total operating lease liability $ 20,775 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 Rent expense under noncancelable operating leases totaled $1.0 million and $2.6 million for the three and nine months ended September 30, 2019, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | 13. Commitments and Contingencies Letters of Credit As of September 30, 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 September 30, 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 September 30, 2020 were approximately $20.0 million for periods through 2023. 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 September 30, 2020 and 2019, respectively. The Company made contributions to its employee benefit plans of $2.3 million and $2.1 million during the nine months ended September 30, 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. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2020 | |
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 Nine Months Ended 2020 2019 2020 2019 (in thousands, except per share amounts) Numerator: Net loss $ (996) $ (595) $ (8,078) $ (3,718) Denominator: Weighted-average common stock outstanding - basic and diluted 80,692 66,269 80,203 65,436 Net loss per share: Basic and diluted $ (0.01) $ (0.01) $ (0.10) $ (0.06) 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 Nine Months Ended 2020 2019 2020 2019 (in thousands) RSUs 2,411 88 2,411 88 Stock options 2,544 4,008 2,544 4,008 Other awards 173 — 173 — Total antidilutive shares 5,128 4,096 5,128 4,096 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events | |
Subsequent Events | 15. Subsequent Events On October 31, 2020, the Company acquired Symphonic Software Limited (“Symphonic”) for $31 million in cash funded with existing resources. Symphonic is a leader in dynamic authorization for protecting APIs, data, apps and resources through identity. An additional $0.4 million and $0.6 million is payable in common stock of the Company on December 31, 2021 and December 31, 2022, respectively, contingent on individuals remaining employed as of those dates and meeting certain performance conditions. These amounts are payable on such dates based on a fixed dollar value. |
Overview and Basis of Present_2
Overview and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
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. |
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"). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
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 Nine Months Ended 2020 2019 2020 2019 (in thousands) Subscription term-based licenses: Multi-year subscription term-based licenses $ 22,974 $ 28,497 $ 68,103 $ 80,922 1-year subscription term-based licenses 11,944 12,649 40,276 33,731 Total subscription term-based licenses 34,918 41,146 108,379 114,653 Subscription SaaS and support and maintenance 20,195 16,349 57,820 46,734 Professional services and other 4,828 4,270 14,135 13,276 Total revenue $ 59,941 $ 61,765 $ 180,334 $ 174,663 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 Nine Months Ended 2020 2019 2020 2019 (in thousands) United States $ 41,818 $ 46,305 $ 129,473 $ 136,010 International 18,123 15,460 50,861 38,653 Total revenue $ 59,941 $ 61,765 $ 180,334 $ 174,663 Other than the United States, no other individual country exceeded 10% of total revenue for the three months ended September 30, 2020 and 2019 or the nine months ended September 30, 2020 and 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 Nine Months Ended 2020 2019 2020 2019 (in thousands) Beginning balance $ 84,701 $ 75,637 $ 86,010 $ 67,468 Ending balance 84,005 83,399 84,005 83,399 Change $ (696) $ 7,762 $ (2,005) $ 15,931 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 Nine Months Ended 2020 2019 2020 2019 (in thousands) Beginning balance $ 39,964 $ 35,490 $ 47,507 $ 35,367 Ending balance 37,992 32,207 37,992 32,207 Change $ (1,972) $ (3,283) $ (9,515) $ (3,160) 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 and nine months ended September 30, 2020 and 2019 that was included in the deferred revenue balances at the beginning of the respective periods was as follows: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (in thousands) Deferred revenue recognized as revenue $ 5,314 $ 4,805 $ 40,529 $ 29,106 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 September 30, 2020, the Company had $134.6 million of transaction price allocated to remaining performance obligations, of which 88% 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 and nine months ended September 30, 2020 and 2019: Three Months Ended Nine Months Ended 2020 2019 2020 2019 (in thousands) Beginning balance $ 13,095 $ 11,902 $ 13,670 $ 11,033 Additions to deferred commissions 2,580 1,666 5,766 5,295 Amortization of deferred commissions (1,671) (1,350) (5,432) (4,110) Ending balance $ 14,004 $ 12,218 $ 14,004 $ 12,218 Deferred commissions, current $ 5,773 $ 4,846 $ 5,773 $ 4,846 Deferred commissions, noncurrent 8,231 7,372 8,231 7,372 Total deferred commissions $ 14,004 $ 12,218 $ 14,004 $ 12,218 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Under the Jumpstart Our Business Startups Act (the “JOBS Act”), emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. The Company elected to use the extended transition period for complying with new or revised accounting standards under the JOBS Act until it is no longer an emerging growth company or until it chooses to affirmatively and irrevocably opt out of the extended transition period. On June 30, 2020, the last day of the Company’s second fiscal quarter in 2020, the market value of the Company’s common stock held by non-affiliates exceeded $700 million. Accordingly, the Company will be deemed a large accelerated filer as of December 31, 2020 and can no longer take advantage of the extended timeline to comply with new or revised accounting standards applicable to public companies beginning with its Annual Report on Form 10-K for the year ending December 31, 2020. 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 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 to adopt ASU 2018-15 in the fourth quarter of 2020 for the year ended December 31, 2020. While the Company is currently evaluating the impact of this pronouncement on its condensed consolidated financial statements and related disclosures, it does not expect the adoption of ASU 2018-15 to be material. 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) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Summary of Significant Accounting Policies | |
Schedule of revenue by category | Three Months Ended Nine Months Ended 2020 2019 2020 2019 (in thousands) Subscription term-based licenses: Multi-year subscription term-based licenses $ 22,974 $ 28,497 $ 68,103 $ 80,922 1-year subscription term-based licenses 11,944 12,649 40,276 33,731 Total subscription term-based licenses 34,918 41,146 108,379 114,653 Subscription SaaS and support and maintenance 20,195 16,349 57,820 46,734 Professional services and other 4,828 4,270 14,135 13,276 Total revenue $ 59,941 $ 61,765 $ 180,334 $ 174,663 |
Schedule of revenue by geographic region | Three Months Ended Nine Months Ended 2020 2019 2020 2019 (in thousands) United States $ 41,818 $ 46,305 $ 129,473 $ 136,010 International 18,123 15,460 50,861 38,653 Total revenue $ 59,941 $ 61,765 $ 180,334 $ 174,663 |
Schedule of contract assets | Three Months Ended Nine Months Ended 2020 2019 2020 2019 (in thousands) Beginning balance $ 84,701 $ 75,637 $ 86,010 $ 67,468 Ending balance 84,005 83,399 84,005 83,399 Change $ (696) $ 7,762 $ (2,005) $ 15,931 |
Schedule of contract liabilities | Three Months Ended Nine Months Ended 2020 2019 2020 2019 (in thousands) Beginning balance $ 39,964 $ 35,490 $ 47,507 $ 35,367 Ending balance 37,992 32,207 37,992 32,207 Change $ (1,972) $ (3,283) $ (9,515) $ (3,160) |
Schedule of deferred revenue recognized as revenue | Three Months Ended Nine Months Ended 2020 2019 2020 2019 (in thousands) Deferred revenue recognized as revenue $ 5,314 $ 4,805 $ 40,529 $ 29,106 |
Schedule of deferred commission | Three Months Ended Nine Months Ended 2020 2019 2020 2019 (in thousands) Beginning balance $ 13,095 $ 11,902 $ 13,670 $ 11,033 Additions to deferred commissions 2,580 1,666 5,766 5,295 Amortization of deferred commissions (1,671) (1,350) (5,432) (4,110) Ending balance $ 14,004 $ 12,218 $ 14,004 $ 12,218 Deferred commissions, current $ 5,773 $ 4,846 $ 5,773 $ 4,846 Deferred commissions, noncurrent 8,231 7,372 8,231 7,372 Total deferred commissions $ 14,004 $ 12,218 $ 14,004 $ 12,218 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value of Financial Instruments | |
Schedule of fair value of financial instruments | September 30, 2020 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Money market funds $ 140,074 $ — $ — $ 140,074 December 31, 2019 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Money market funds $ 47,858 $ — $ — $ 47,858 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property and Equipment | |
Schedule of property and equipment | September 30, December 31, 2020 2019 (in thousands) Computer equipment $ 6,082 $ 5,729 Furniture and fixtures 3,798 3,757 Purchased computer software 785 785 Leasehold improvements 7,492 7,086 Other 448 448 Property and equipment, gross 18,605 17,805 Less: Accumulated depreciation (9,041) (6,622) Property and equipment, net $ 9,564 $ 11,183 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
ShoCard, Inc | |
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 | March 2, 2020 Useful Life (in thousands) Fair value of net assets acquired Developed technology $ 3,550 7 years Goodwill 964 Indefinite Deferred tax asset 1,005 Other assets 11 Total assets acquired 5,530 Other liabilities (2) Total liabilities assumed (2) Net assets acquired $ 5,528 |
Elastic Beam Inc. | |
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) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets | |
Summary of changes in the carrying amount of goodwill balance | The changes in the carrying amount of the Company’s goodwill balance from December 31, 2019 to September 30, 2020 were as follows (in thousands): Beginning balance $ 417,696 Additions to goodwill related to acquisitions 964 Ending balance $ 418,660 |
Summary of intangible assets | The Company’s intangible assets as of September 30, 2020 were as follows: September 30, 2020 Gross Accumulated Net Carrying Amount Amortization Value (in thousands) Developed technology $ 112,074 $ (52,248) $ 59,826 Customer relationships 94,875 (31,832) 63,043 Trade names 56,711 (24,006) 32,705 Capitalized internal-use software 32,244 (11,012) 21,232 Other intangible assets 1,178 (537) 641 Total intangible assets $ 297,082 $ (119,635) $ 177,447 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 |
Summary of expected amortization expense for intangible assets subject to amortization for the next five years | Year Ending December 31, September 30, 2020 (in thousands) 2020 (remaining three months) $ 8,659 2021 33,946 2022 32,091 2023 29,750 2024 26,377 Thereafter 46,624 Total $ 177,447 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt | |
Summary of future principal payments on outstanding borrowings | Future principal payments on outstanding borrowings as of September 30, 2020 are as follows: Year Ending December 31, September 30, 2020 (in thousands) 2020 (remaining three months) $ — 2021 — 2022 — 2023 — 2024 150,000 Thereafter — Total $ 150,000 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Stock-Based Compensation | |
Summary of stock-based compensation expense | Three Months Ended Nine Months Ended 2020 2019 2020 2019 (in thousands) Subscription cost of revenue $ 166 $ — $ 486 $ — Professional services and other cost of revenue 98 — 281 — Sales and marketing 1,169 283 3,209 693 Research and development 1,602 225 3,788 658 General and administrative 1,546 1,190 4,219 2,446 Total $ 4,581 $ 1,698 $ 11,983 $ 3,797 |
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 1,490,722 20.63 Forfeited/canceled (138,399) 16.58 Vested (356,663) 16.68 Unvested as of September 30, 2020 2,411,289 $ 18.99 |
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 (1,278,855) 9.09 22,647 Outstanding as of September 30, 2020 4,334,643 $ 9.54 6.7 $ 93,935 As of September 30, 2020: Vested and expected to vest 2,543,608 $ 9.58 6.8 $ 55,027 Vested and exercisable 1,789,475 $ 8.56 6.3 $ 40,523 |
Operating Leases (Tables)
Operating Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Operating Leases | |
Schedule of components of lease cost and supplemental information | Three Months Ended Nine Months Ended September 30, 2020 September 30, 2020 (in thousands) Lease costs: Operating lease costs $ 917 $ 2,765 Short-term lease costs 126 308 Variable lease costs 520 1,483 Total lease costs $ 1,563 $ 4,556 Nine Months Ended September 30, 2020 (in thousands) Other information: Cash paid for the amounts included in the measurement of lease liabilities within operating cash flows $ 2,893 September 30, 2020 Weighted-average: Remaining lease term 5.1 years Discount rate 3.7 % |
Summary of maturities of remaining lease payments | Year Ending December 31, September 30, 2020 (in thousands) 2020 (remaining three months) $ 1,097 2021 4,503 2022 4,461 2023 4,528 2024 4,167 Thereafter 4,066 Total lease payments 22,822 Less: imputed interest (2,047) Total operating lease liability $ 20,775 |
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) | 9 Months Ended |
Sep. 30, 2020 | |
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 Nine Months Ended 2020 2019 2020 2019 (in thousands, except per share amounts) Numerator: Net loss $ (996) $ (595) $ (8,078) $ (3,718) Denominator: Weighted-average common stock outstanding - basic and diluted 80,692 66,269 80,203 65,436 Net loss per share: Basic and diluted $ (0.01) $ (0.01) $ (0.10) $ (0.06) |
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 Nine Months Ended 2020 2019 2020 2019 (in thousands) RSUs 2,411 88 2,411 88 Stock options 2,544 4,008 2,544 4,008 Other awards 173 — 173 — Total antidilutive shares 5,128 4,096 5,128 4,096 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Revenue by category (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue | ||||
Total revenue | $ 59,941 | $ 61,765 | $ 180,334 | $ 174,663 |
Subscription | ||||
Disaggregation of Revenue | ||||
Total revenue | 55,113 | 57,495 | 166,199 | 161,387 |
Subscription term-based licenses | ||||
Disaggregation of Revenue | ||||
Total revenue | 34,918 | 41,146 | 108,379 | 114,653 |
Multi-year subscription term-based licenses | ||||
Disaggregation of Revenue | ||||
Total revenue | 22,974 | 28,497 | 68,103 | 80,922 |
1-year subscription term-based licenses | ||||
Disaggregation of Revenue | ||||
Total revenue | 11,944 | 12,649 | 40,276 | 33,731 |
Subscription SaaS and support and maintenance | ||||
Disaggregation of Revenue | ||||
Total revenue | 20,195 | 16,349 | 57,820 | 46,734 |
Professional services and other | ||||
Disaggregation of Revenue | ||||
Total revenue | $ 4,828 | $ 4,270 | $ 14,135 | $ 13,276 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Revenue by geographic area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue | ||||
Total revenue | $ 59,941 | $ 61,765 | $ 180,334 | $ 174,663 |
United States | ||||
Disaggregation of Revenue | ||||
Total revenue | 41,818 | 46,305 | 129,473 | 136,010 |
International | ||||
Disaggregation of Revenue | ||||
Total revenue | $ 18,123 | $ 15,460 | $ 50,861 | $ 38,653 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Contract assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Contract assets | ||||
Beginning balance | $ 84,701 | $ 75,637 | $ 86,010 | $ 67,468 |
Ending balance | 84,005 | 83,399 | 84,005 | 83,399 |
Change | $ (696) | $ 7,762 | $ (2,005) | $ 15,931 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Contract liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Contract liabilities | ||||
Beginning balance | $ 39,964 | $ 35,490 | $ 47,507 | $ 35,367 |
Ending balance | 37,992 | 32,207 | 37,992 | 32,207 |
Change | $ (1,972) | $ (3,283) | $ (9,515) | $ (3,160) |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Deferred revenue recognized as revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Deferred revenue recognized as revenue | ||||
Deferred revenue recognized as revenue | $ 5,314 | $ 4,805 | $ 40,529 | $ 29,106 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Remaining Performance Obligation (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 $ in Millions | Sep. 30, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Transaction price allocated to remaining performance obligations | $ 134.6 |
Percentage expected to be recognized as revenue | 88.00% |
Expected to be recognized as revenue, period | 24 months |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Deferred Commissions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | |
Summary of Significant Accounting Policies | |||||||
Beginning balance | $ 13,095 | $ 11,902 | $ 13,670 | $ 11,033 | |||
Additions to deferred commissions | 2,580 | 1,666 | 5,766 | 5,295 | |||
Amortization of deferred commissions | (1,671) | (1,350) | (5,432) | (4,110) | |||
Ending balance | 14,004 | 12,218 | 14,004 | 12,218 | |||
Deferred commissions, current | $ 5,773 | $ 5,814 | $ 4,846 | ||||
Deferred commissions, noncurrent | 8,231 | 7,856 | 7,372 | ||||
Total deferred commissions | $ 14,004 | $ 12,218 | $ 14,004 | $ 12,218 | $ 14,004 | $ 13,670 | $ 12,218 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jan. 01, 2020 |
Recent Accounting Pronouncements | ||
Right of use asset | $ 15,052 | |
Operating lease liability | $ 20,775 | |
Restatement Adjustment | ASU 2016-02 | ||
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 | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value of Financial Instruments | ||
Cash and cash equivalents | $ 140,074 | $ 47,858 |
Level 1 | ||
Fair Value of Financial Instruments | ||
Cash and cash equivalents | $ 140,074 | $ 47,858 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Property and Equipment | |||||
Property and equipment, gross | $ 18,605 | $ 18,605 | $ 17,805 | ||
Less: Accumulated depreciation | (9,041) | (9,041) | (6,622) | ||
Property and equipment, net | 9,564 | 9,564 | 11,183 | ||
Depreciation expense | 900 | $ 700 | 2,800 | $ 2,100 | |
Computer equipment | |||||
Property and Equipment | |||||
Property and equipment, gross | 6,082 | 6,082 | 5,729 | ||
Furniture and fixtures | |||||
Property and Equipment | |||||
Property and equipment, gross | 3,798 | 3,798 | 3,757 | ||
Purchased computer software | |||||
Property and Equipment | |||||
Property and equipment, gross | 785 | 785 | 785 | ||
Leasehold improvements | |||||
Property and Equipment | |||||
Property and equipment, gross | 7,492 | 7,492 | 7,086 | ||
Other | |||||
Property and Equipment | |||||
Property and equipment, gross | $ 448 | $ 448 | $ 448 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ in Millions | Mar. 02, 2020 | Apr. 05, 2018 | Sep. 30, 2020 | Sep. 30, 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 | |||
Consideration paid on the second anniversary of acquisition | $ 0.5 | |||
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 | |||
Contingent compensation paid on the second anniversary of acquisition | $ 4.2 |
Business Combinations - Fair va
Business Combinations - Fair value of assets acquired and liabilities (Details) - USD ($) $ in Thousands | Mar. 02, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Apr. 05, 2018 |
Fair value of net assets acquired | ||||
Goodwill | $ 418,660 | $ 417,696 | ||
ShoCard, Inc | ||||
Fair value of net assets acquired | ||||
Goodwill | $ 964 | |||
Deferred tax asset | 1,005 | |||
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 | $ 600 | |||
ShoCard, Inc | Developed technology | ||||
Fair value of net assets acquired | ||||
Finite-lived intangible assets | $ 3,550 | |||
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 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Changes in the carrying amount of the Company's goodwill balance | |
Beginning balance | $ 417,696 |
Additions to goodwill related to acquisitions | 964 |
Ending balance | $ 418,660 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Total intangible assets subject to amortization | |||||
Gross Amount | $ 282,411 | ||||
Accumulated Amortization | $ (119,635) | $ (119,635) | (95,129) | ||
Net Carrying Value | 177,447 | 177,447 | 187,282 | ||
Total intangible assets not subject to amortization | |||||
Total intangible assets | 297,082 | 297,082 | 282,997 | ||
Total intangible assets, net | 177,447 | 177,447 | 187,868 | ||
Amortization expense | 8,500 | $ 7,500 | 24,700 | $ 22,200 | |
In-process research and development reclassified to developed technology as technological feasibility was achieved | 600 | ||||
Stock-based compensation expense | 11,983 | 3,797 | |||
In-process research and development | |||||
Total intangible assets not subject to amortization | |||||
Indefinite lived intangible assets | 586 | ||||
Developed technology | |||||
Total intangible assets subject to amortization | |||||
Gross Amount | 112,074 | 112,074 | 107,938 | ||
Accumulated Amortization | (52,248) | (52,248) | (42,260) | ||
Net Carrying Value | 59,826 | 59,826 | 65,678 | ||
Customer relationships | |||||
Total intangible assets subject to amortization | |||||
Gross Amount | 94,875 | 94,875 | 94,875 | ||
Accumulated Amortization | (31,832) | (31,832) | (26,205) | ||
Net Carrying Value | 63,043 | 63,043 | 68,670 | ||
Trade names | |||||
Total intangible assets subject to amortization | |||||
Gross Amount | 56,711 | 56,711 | 56,640 | ||
Accumulated Amortization | (24,006) | (24,006) | (19,754) | ||
Net Carrying Value | 32,705 | 32,705 | 36,886 | ||
Capitalized internal-use software | |||||
Total intangible assets subject to amortization | |||||
Gross Amount | 32,244 | 32,244 | 21,881 | ||
Accumulated Amortization | (11,012) | (11,012) | (6,375) | ||
Net Carrying Value | 21,232 | 21,232 | 15,506 | ||
Total intangible assets not subject to amortization | |||||
Amount capitalized | 3,200 | 2,800 | 10,400 | 7,300 | |
Stock-based compensation expense | 200 | $ 0 | 500 | $ 0 | |
Other intangible assets | |||||
Total intangible assets subject to amortization | |||||
Gross Amount | 1,178 | 1,178 | 1,077 | ||
Accumulated Amortization | (537) | (537) | (535) | ||
Net Carrying Value | $ 641 | $ 641 | $ 542 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortization expense for intangible assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Expected amortization expense for intangible assets subject to amortization | ||
2020 (remaining three months) | $ 8,659 | |
2021 | 33,946 | |
2022 | 32,091 | |
2023 | 29,750 | |
2024 | 26,377 | |
Thereafter | 46,624 | |
Total | $ 177,447 | $ 187,282 |
Debt (Details)
Debt (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jan. 31, 2018USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)item | |
Debt | ||||||
Loss on extinguishment of debt | $ 3,150 | $ 3,150 | ||||
Interest expense | $ 500 | 3,600 | $ 1,600 | 11,400 | ||
Long-term debt | 148,951 | 148,951 | $ 50,941 | |||
Deferred debt issuance costs | 1,000 | 1,000 | 1,200 | |||
Amortization of debt issuance costs | $ 100 | $ 200 | $ 187 | $ 626 | ||
2018 Term Loan | ||||||
Debt | ||||||
Principal amount of debt | $ 250,000 | |||||
2018 Revolver | ||||||
Debt | ||||||
Principal amount of debt | 25,000 | |||||
Threshold stock repurchases | $ 1,500 | |||||
Threshold percentage of consolidated EBITDA | 3.75% | |||||
Total leverage ratio as exceptions | 4.25 | |||||
Threshold percentage of parents market capitalization | 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 | |||||
Consolidated interest coverage ratio | 3.50 | |||||
Threshold stock repurchases | $ 5,000 | |||||
Number of quarters | item | 4 | |||||
Threshold unlimited amounts | $ 19,500 | |||||
Threshold percentage of consolidated EBITDA | 15.00% | |||||
Total leverage ratio as exceptions | 6 | |||||
2019 Credit Agreement | Minimum | ||||||
Debt | ||||||
Principal amount of debt | $ 10,000 | |||||
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) $ in Thousands | Sep. 30, 2020USD ($) |
Future principal payments on outstanding borrowings | |
2024 | $ 150,000 |
Total | $ 150,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Taxes | ||||
Benefit for income taxes | $ 4,061 | $ 3,986 | $ 8,937 | $ 5,227 |
Stockholders' Equity - Common s
Stockholders' Equity - Common stock and Preferred stock (Details) | 9 Months Ended | ||||
Sep. 30, 2020Vote$ / sharesshares | Dec. 31, 2019$ / sharesshares | Sep. 05, 2019$ / sharesshares | Sep. 04, 2019shares | Jun. 30, 2016$ / sharesshares | |
Common stock | |||||
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 85,000,000 | 85,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
Number of votes per share | Vote | 1 | ||||
Preferred stock | |||||
Preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | 34,000,000 | 34,000,000 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, issued (in shares) | 0 | 0 | |||
Preferred stock, outstanding (in shares) | 0 | 0 |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2016 | |
Stock-Based Compensation | |||||
Stock-based compensation expense | $ 4,581 | $ 1,698 | $ 11,983 | $ 3,797 | |
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 | 11,290,813 | |||
Subscription cost of revenue | |||||
Stock-Based Compensation | |||||
Stock-based compensation expense | $ 166 | $ 486 | |||
Professional services and other cost of revenue | |||||
Stock-Based Compensation | |||||
Stock-based compensation expense | 98 | 281 | |||
Sales and marketing | |||||
Stock-Based Compensation | |||||
Stock-based compensation expense | 1,169 | 283 | 3,209 | 693 | |
Research and development | |||||
Stock-Based Compensation | |||||
Stock-based compensation expense | 1,602 | 225 | 3,788 | 658 | |
General and administrative | |||||
Stock-Based Compensation | |||||
Stock-based compensation expense | $ 1,546 | $ 1,190 | $ 4,219 | $ 2,446 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units (Details) - RSU - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | |
Stock Based Compensation | |||||
Weighted-average grant-date fair value | $ 18.99 | $ 18.99 | $ 18.99 | ||
Total intrinsic value | $ 10.1 | $ 0.6 | $ 10.7 | $ 0.7 | |
Total unrecognized compensation | $ 41.5 | ||||
Unrecognized compensation, recognition period | 3 years 3 months 18 days | ||||
RSUs granted | 0 | 1,490,722 | |||
Shares | |||||
Unvested as of December 31, 2019 | 1,415,629 | ||||
Granted | 0 | 1,490,722 | |||
Forfeited/canceled | (138,399) | ||||
Vested | (356,663) | ||||
Unvested as of June 30, 2020 | 2,411,289 | 2,411,289 | |||
Weighted Average Grant Date Fair Value | |||||
Unvested as of December 31, 2019 | $ 16.46 | ||||
Granted | $ 19.69 | 20.63 | $ 19.06 | ||
Forfeited/canceled | 16.58 | ||||
Vested | 16.68 | ||||
Unvested as of June 30, 2020 | $ 18.99 | $ 18.99 | |||
Minimum | |||||
Stock Based Compensation | |||||
Vesting period | 1 year | ||||
Maximum | |||||
Stock Based Compensation | |||||
Vesting period | 4 years |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Stock Options | ||||
Stock Based Compensation | ||||
Granted | 0 | 0 | 0 | 0 |
Stock-Based Compensation - Comp
Stock-Based Compensation - Company's Stock Option Activity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Aggregate Intrinsic Value | |||||
Stock-based compensation expense | $ 4,581,000 | $ 1,698,000 | $ 11,983,000 | $ 3,797,000 | |
Stock Options | |||||
Options | |||||
Outstanding as of December 31, 2019 | 5,945,878 | ||||
Granted | 0 | 0 | 0 | 0 | |
Forfeited/canceled | (332,380) | ||||
Exercised | (1,278,855) | ||||
Outstanding as of June 30, 2020 | 4,334,643 | 4,334,643 | 5,945,878 | ||
Vested and expected to vest | 2,543,608 | 2,543,608 | |||
Vested and exercisable | 1,789,475 | 1,789,475 | |||
Weighted Average Exercise Price | |||||
Outstanding as of December 31, 2018 | $ 9.41 | ||||
Forfeited/cancelled | 9.02 | ||||
Exercised | 9.09 | ||||
Outstanding as of December 31, 2019 | $ 9.54 | 9.54 | $ 9.41 | ||
Vested and expected to vest | 9.58 | 9.58 | |||
Vested and exercisable | $ 8.56 | $ 8.56 | |||
Weighted Average Remaining Contractual Term (in years) | |||||
Weighted Average Remaining Contractual Term - Outstanding | 6 years 8 months 12 days | 7 years 6 months | |||
Weighted Average Remaining Contractual Term - Vested and expected to vest | 6 years 9 months 18 days | ||||
Weighted Average Remaining Contractual Term - Vested and exercisable | 6 years 3 months 18 days | ||||
Aggregate Intrinsic Value | |||||
Outstanding at the beginning (in dollars) | $ 88,520,000 | ||||
Exercised | 22,647,000 | ||||
Outstanding at the end (in dollars) | $ 93,935,000 | 93,935,000 | $ 88,520,000 | ||
Aggregate Intrinsic Value - Vested and expected to vest | 55,027,000 | 55,027,000 | |||
Aggregate Intrinsic Value - Vested and exercisable | 40,523,000 | $ 40,523,000 | |||
Stock Options | Time-based options | |||||
Aggregate Intrinsic Value | |||||
Recognition over the remaining weighted-average vesting term | 2 years | ||||
Unamortized stock-based compensation expense | 3,500,000 | $ 3,500,000 | |||
Stock Options | Performance and market conditions | |||||
Aggregate Intrinsic Value | |||||
Stock-based compensation expense | 0 | ||||
IPO | Stock Options | Time-based options | |||||
Aggregate Intrinsic Value | |||||
Minimum cash return on investments | 1,491,000,000 | 1,491,000,000 | |||
IPO | Stock Options | Performance and market conditions | |||||
Aggregate Intrinsic Value | |||||
Minimum cash return on investments | 1,491,000,000 | 1,491,000,000 | |||
Unamortized stock-based compensation expense | $ 7,900,000 | $ 7,900,000 |
Stock-Based Compensation - Long
Stock-Based Compensation - Long-term Incentive plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Stock Based Compensation | ||||
Stock-based compensation expense | $ 4,581 | $ 1,698 | $ 11,983 | $ 3,797 |
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 | 17,900 | 17,900 | ||
IPO | Long-term incentive plan | ||||
Stock Based Compensation | ||||
Minimum cash return on investments | $ 1,491,000 | $ 1,491,000 |
Stock-Based Compensation - Othe
Stock-Based Compensation - Other Liability-Classified Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 02, 2020 | |
Stock Based Compensation | |||||
Stock-based compensation expense | $ 4,581 | $ 1,698 | $ 11,983 | $ 3,797 | |
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 | ||||
ShoCard, Inc | Liability-Classified Awards | |||||
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 | ||||
Stock-based compensation expense | $ 800 | $ 1,800 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Vista Equity Partners | |||||
Related Party Transactions | |||||
Total expenses incurred | $ 0.1 | $ 0.4 | $ 0.3 | $ 1 | |
Affiliates of Vista | |||||
Related Party Transactions | |||||
Recognized revenue | 0.1 | $ 0.2 | 0.4 | ||
Accounts receivable | $ 0.1 | $ 0.1 | $ 1.1 |
Operating Leases - Components o
Operating Leases - Components of Lease Cost and Supplemental information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | |
Operating Leases | ||
Maximum remaining lease term | 6 years | |
Lease costs: | ||
Operating lease costs | $ 917 | $ 2,765 |
Short-term lease costs | 126 | 308 |
Variable lease costs | 520 | 1,483 |
Total lease costs | $ 1,563 | $ 4,556 |
Remaining lease term | 5 years 1 month 6 days | 5 years 1 month 6 days |
Discount rate | 3.70% | 3.70% |
Cash paid for the amounts included in the measurement of lease liabilities | $ 2,893 |
Operating Leases - Remaining Le
Operating Leases - Remaining Lease Payments and Future Lease Payments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Remaining lease payments | |||
2020 (remaining three months) | $ 1,097 | $ 1,097 | |
2021 | 4,503 | 4,503 | |
2022 | 4,461 | 4,461 | |
2023 | 4,528 | 4,528 | |
2024 | 4,167 | 4,167 | |
Thereafter | 4,066 | 4,066 | |
Total lease payments | 22,822 | 22,822 | |
Less: imputed interest | (2,047) | (2,047) | |
Total operating lease liability | 20,775 | 20,775 | |
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 | ||
Rent expense under noncancelable operating leases | $ 1,000 | $ 2,600 |
Commitments and Contingencies -
Commitments and Contingencies - Letter of Credit (Details) $ in Millions | Sep. 30, 2020USD ($) |
Letters of Credit | |
Letters of credit under an office lease agreement which primarily guaranteed early termination fees in the event of default | $ 0.7 |
Commitments and Contingencies_2
Commitments and Contingencies - Purchase Commitments (Details) $ in Millions | Sep. 30, 2020USD ($) |
Purchase Commitments | |
Noncancelable purchase commitments | $ 20 |
Commitments and Contingencies_3
Commitments and Contingencies - Employee Benefit Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Employee Benefit Plans | ||||
Contributions to employee benefit plan | $ 0.8 | $ 0.7 | $ 2.3 | $ 2.1 |
Net Income (Loss) Per Share - R
Net Income (Loss) Per Share - Reconciliation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator | ||||
Net income (loss) | $ (996) | $ (595) | $ (8,078) | $ (3,718) |
Basic shares: | ||||
Weighted-average common stock outstanding - basic and diluted | 80,692 | 66,269 | 80,203 | 65,436 |
Net income (loss) per share: | ||||
Basic and diluted (in dollars per share) | $ (0.01) | $ (0.01) | $ (0.10) | $ (0.06) |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Computation of diluted net income (loss) (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Shares excluded from the computation of diluted net loss per share | ||||
Total antidilutive shares | 5,128 | 4,096 | 5,128 | 4,096 |
RSU | ||||
Shares excluded from the computation of diluted net loss per share | ||||
Total antidilutive shares | 2,411 | 88 | 2,411 | 88 |
Stock Options | ||||
Shares excluded from the computation of diluted net loss per share | ||||
Total antidilutive shares | 2,544 | 4,008 | 2,544 | 4,008 |
Other awards | ||||
Shares excluded from the computation of diluted net loss per share | ||||
Total antidilutive shares | 173 | 173 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Symphonic $ in Millions | Oct. 31, 2020USD ($) |
Subsequent Events | |
Cash funded with existing resources | $ 31 |
Contingent consideration payable in common stock in year one | 0.4 |
Contingent consideration payable in common stock in year two | $ 0.6 |