Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 17, 2022 | Jun. 30, 2021 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
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 Well Known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,260.4 | ||
Entity Common Stock, Shares Outstanding | 83,788,177 | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Firm ID | 238 | ||
Auditor Location | Denver, Colorado | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001679826 | ||
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 220,607 | $ 145,733 |
Accounts receivable, net of allowances of $610 and $828 at December 31, 2021 and December 31, 2020, respectively | 82,969 | 82,335 |
Contract assets, current (net of allowance) | 67,540 | 62,503 |
Deferred commissions, current | 10,460 | 6,604 |
Prepaid expenses | 16,654 | 17,608 |
Other current assets | 2,914 | 1,940 |
Total current assets | 401,144 | 316,723 |
Noncurrent assets: | ||
Property and equipment, net | 9,396 | 9,446 |
Goodwill | 528,548 | 441,150 |
Intangible assets, net | 190,077 | 180,422 |
Contract assets, noncurrent (net of allowance) | 3,457 | 11,288 |
Deferred commissions, noncurrent | 19,380 | 9,325 |
Deferred income taxes, net | 6,201 | 3,962 |
Operating lease right-of-use assets | 13,709 | 15,619 |
Other noncurrent assets | 6,121 | 2,516 |
Total noncurrent assets | 776,889 | 673,728 |
Total assets | 1,178,033 | 990,451 |
Current liabilities: | ||
Accounts payable | 4,528 | 2,795 |
Accrued expenses and other current liabilities | 10,305 | 7,339 |
Accrued compensation | 29,258 | 17,170 |
Deferred revenue, current | 71,957 | 49,203 |
Operating lease liabilities, current | 4,330 | 3,979 |
Current portion of long-term debt (net of issuance costs) | 1,132 | |
Total current liabilities | 121,510 | 80,486 |
Noncurrent liabilities: | ||
Deferred revenue, noncurrent | 5,584 | 3,195 |
Long-term debt (net of issuance costs) | 291,154 | 149,014 |
Deferred income taxes, net | 4,240 | 17,867 |
Operating lease liabilities, noncurrent | 14,140 | 17,213 |
Other liabilities, noncurrent | 1,566 | |
Total noncurrent liabilities | 315,118 | 188,855 |
Total liabilities | 436,628 | 269,341 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity: | ||
Preferred stock; $0.001 par value; 50,000,000 shares authorized at December 31, 2021 and December 31, 2020; no shares issued or outstanding at December 31, 2021 or December 31, 2020 | ||
Common stock; $0.001 par value; 500,000,000 shares authorized at December 31, 2021 and December 31, 2020; 83,754,449 and 81,163,896 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 84 | 81 |
Additional paid-in capital | 824,455 | 739,051 |
Accumulated other comprehensive income | 652 | 1,373 |
Accumulated deficit | (83,786) | (19,395) |
Total stockholders' equity | 741,405 | 721,110 |
Total liabilities and stockholders' equity | $ 1,178,033 | $ 990,451 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowances | $ 610 | $ 828 |
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) | 83,754,449 | 81,163,896 |
Common stock, outstanding (in shares) | 83,754,449 | 81,163,896 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | |||
Total revenue | $ 299,449 | $ 243,589 | $ 242,898 |
Cost of revenue: | |||
Amortization expense | 26,947 | 20,269 | 16,338 |
Total cost of revenue | 94,882 | 68,211 | 55,704 |
Gross profit | 204,567 | 175,378 | 187,194 |
Operating expenses: | |||
Sales and marketing | 117,459 | 88,910 | 78,889 |
Research and development | 78,512 | 48,934 | 46,016 |
General and administrative | 71,581 | 47,198 | 38,293 |
Depreciation and amortization | 17,437 | 16,997 | 16,639 |
Gain on asset disposition | (1,397) | ||
Total operating expenses | 283,592 | 202,039 | 179,837 |
Income (loss) from operations | (79,025) | (26,661) | 7,357 |
Other income (expense): | |||
Interest expense | (3,010) | (2,433) | (12,914) |
Loss on extinguishment of debt | (153) | (4,532) | |
Other income (expense), net | (1,148) | 2,947 | 363 |
Total other income (expense) | (4,311) | 514 | (17,083) |
Loss before income taxes | (83,336) | (26,147) | (9,726) |
Benefit for income taxes | 18,945 | 14,256 | 8,222 |
Net loss | $ (64,391) | $ (11,891) | $ (1,504) |
Net loss per share: | |||
Basic (in dollars per share) | $ (0.78) | $ (0.15) | $ (0.02) |
Diluted (in dollars per share) | $ (0.78) | $ (0.15) | $ (0.02) |
Weighted-average shares used in computing net loss per share: | |||
Basic (in shares) | 82,302 | 80,430 | 68,906 |
Diluted (in shares) | 82,302 | 80,430 | 68,906 |
Subscription | |||
Revenue: | |||
Total revenue | $ 279,294 | $ 224,131 | $ 225,345 |
Cost of revenue: | |||
Cost of revenue (exclusive of amortization shown below) | 43,515 | 30,797 | 24,044 |
Professional services and other | |||
Revenue: | |||
Total revenue | 20,155 | 19,458 | 17,553 |
Cost of revenue: | |||
Cost of revenue (exclusive of amortization shown below) | $ 24,420 | $ 17,145 | $ 15,322 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Net loss | $ (64,391) | $ (11,891) | $ (1,504) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustments | (721) | 1,772 | 388 |
Total other comprehensive income (loss) | (721) | 1,772 | 388 |
Comprehensive loss | $ (65,112) | $ (10,119) | $ (1,116) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (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 | (1,504) | (1,504) | |||
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and offering costs | $ 15 | 194,564 | 194,579 | ||
Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and offering costs (in shares) | 14,375,000 | ||||
Stock-based compensation | 6,332 | 6,332 | |||
Exercise of stock options, 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 | 388 | 388 | |||
Balances (ASU 2016-13) at Dec. 31, 2019 | 152 | 152 | |||
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 | (11,891) | (11,891) | |||
Stock-based compensation | 14,701 | 14,701 | |||
Exercise of stock options, net of tax withholding | $ 1 | 8,688 | 8,689 | ||
Exercise of stock options, net of tax withholding (in shares) | 1,259,194 | ||||
Vesting of restricted stock, net of tax withholding | (2,784) | (2,784) | |||
Vesting of restricted stock, net of tax withholding (in shares) | 272,202 | ||||
Foreign currency translation adjustments, net of tax | 1,772 | 1,772 | |||
Balances at Dec. 31, 2020 | $ 81 | 739,051 | 1,373 | (19,395) | 721,110 |
Balances (in shares) at Dec. 31, 2020 | 81,163,896 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (64,391) | (64,391) | |||
Stock-based compensation | 54,278 | 54,278 | |||
Reclassification of liability-classified awards upon settlement | 3,424 | 3,424 | |||
Exercise of stock options, net of tax withholding | $ 1 | 3,311 | 3,312 | ||
Exercise of stock options, net of tax withholding (in shares) | 391,796 | ||||
Vesting of restricted stock, net of tax withholding | $ 1 | (8,479) | (8,478) | ||
Vesting of restricted stock, net of tax withholding (in shares) | 937,872 | ||||
Shares issued related to business combinations | $ 1 | 32,870 | 32,871 | ||
Shares issued related to business combinations (in shares) | 1,260,885 | ||||
Foreign currency translation adjustments, net of tax | (721) | (721) | |||
Balances at Dec. 31, 2021 | $ 84 | $ 824,455 | $ 652 | $ (83,786) | $ 741,405 |
Balances (in shares) at Dec. 31, 2021 | 83,754,449 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||
Net loss | $ (64,391) | $ (11,891) | $ (1,504) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Loss on extinguishment of debt | 153 | 4,532 | |
Depreciation and amortization | 44,384 | 37,266 | 32,977 |
Stock-based compensation expense | 55,800 | 16,624 | 6,332 |
Amortization of deferred commissions | 10,823 | 8,045 | 6,423 |
Amortization of deferred debt issuance costs | 357 | 250 | 679 |
Operating leases, net | (812) | (258) | |
Deferred taxes | (19,806) | (14,888) | (9,379) |
Gain on asset disposition | (1,397) | ||
Other | 507 | 376 | 166 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (922) | (14,666) | (18,046) |
Contract assets | 2,702 | 13,518 | (18,542) |
Deferred commissions | (24,734) | (10,304) | (9,060) |
Prepaid expenses and other current assets | 556 | (3,331) | (6,586) |
Other assets | (2,695) | (664) | 373 |
Accounts payable | 1,538 | 1,323 | (624) |
Accrued compensation | 12,417 | (3,412) | (404) |
Accrued expenses and other | 2,370 | (504) | 6,318 |
Deferred revenue | 24,806 | 4,891 | 12,140 |
Net cash provided by operating activities | 41,656 | 22,375 | 5,795 |
Cash flows from investing activities | |||
Payments for business acquisitions, net of cash acquired | (79,967) | (32,470) | |
Purchases of property and equipment and other | (4,153) | (2,595) | (8,696) |
Capitalized software development costs | (18,997) | (13,255) | (10,460) |
Other investing activities | (600) | ||
Net cash used in investing activities | (103,117) | (48,320) | (19,756) |
Cash flows from financing activities | |||
Payment of acquisition-related holdbacks | (993) | (424) | (1,136) |
Proceeds from initial public offering, net of underwriting discounts and commissions | 200,531 | ||
Payment of offering costs | (295) | (5,164) | |
Proceeds from stock option exercises | 3,158 | 10,404 | 1,571 |
Payment for tax withholding on equity awards | (8,576) | (4,499) | |
Proceeds from long-term debt | 380,000 | 97,823 | 52,177 |
Issuance costs of long-term debt | (8,085) | (1,249) | |
Payment of long-term debt | (230,000) | (248,750) | |
Net cash provided by (used in) financing activities | 135,504 | 103,009 | (2,020) |
Effect of exchange rates on cash and cash equivalents and restricted cash | 347 | 1,049 | 224 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 74,390 | 78,113 | (15,757) |
Cash and cash equivalents and restricted cash | |||
Beginning of period | 146,499 | 68,386 | 84,143 |
End of period | 220,889 | 146,499 | 68,386 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 2,486 | 2,263 | 12,169 |
Cash paid for taxes | 417 | 1,153 | 1,073 |
Noncash activities: | |||
Purchases of property and equipment, accrued but not yet paid | 344 | 252 | 218 |
Reclassification of liability-classified awards upon settlement | 3,424 | ||
Acquisition-related accruals | 1,280 | ||
Identiverse disposition receivable | 1,500 | ||
Offering costs, accrued but not yet paid | $ 295 | ||
Lease liabilities arising from right-of-use assets | 1,254 | $ 3,733 | |
Fair value of common stock issued as consideration for business combination | $ 32,871 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
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 | $ 220,607 | $ 145,733 | $ 67,637 |
Restricted cash included in other noncurrent assets | 282 | 766 | 749 |
Total cash and cash equivalents and restricted cash | $ 220,889 | $ 146,499 | $ 68,386 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
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 consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All amounts are reported in U.S. dollars. Certain amounts for the years ended December 31, 2020 and 2019 have been reclassified to conform with current presentation. Initial Public Offering On September 23, 2019, the Company closed its initial public offering (“IPO”) through which it issued and sold 12,500,000 shares of common stock at a price per share of $15.00. Additionally, the Company registered 1,875,000 shares of common stock in connection with the underwriters’ overallotment option to purchase additional shares on the same terms and conditions. The underwriters’ overallotment option was exercised in full and closed on October 22, 2019. In connection with the IPO, the Company raised $194.6 million in net proceeds, after deducting underwriting discounts and commissions of $15.1 million and offering expenses of $5.9 million. On September 23, 2019, the Company used the net proceeds from the IPO to repay $170.3 million of its outstanding debt and after the closing of the underwriters’ overallotment option to purchase additional shares, the Company repaid an additional $26.1 million of its outstanding debt, as discussed in Note 9. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, determining the fair values of assets acquired and liabilities assumed in business combinations, valuing stock option awards and assessing the probability of the awards meeting vesting conditions, recognizing revenue, establishing allowances for expected credit losses based on expected credit losses and the collectability of financial assets, determining useful lives for finite-lived assets, assessing the recoverability of long-lived assets, determining the value of right-of-use assets and lease liabilities, accounting for income taxes and related valuation allowances against deferred tax assets, 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 continued uncertainty surrounding rapidly changing market and economic conditions due to the novel Coronavirus Disease 2019 (“COVID-19”) pandemic. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Stock Split On September 5, 2019, the Company effected a 170-for-1 stock split of its issued and outstanding shares of common stock and made comparable and equitable adjustments to its equity awards in accordance with the terms of the awards. The par value of the common and preferred stock was not adjusted as a result of the stock split. Accordingly, all share and per share amounts for the periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retrospectively, where applicable, to reflect this stock split. In connection with the stock split, the Company’s Board of Directors (the “Board”) and stockholders approved the Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 85,000,000 shares (after giving effect to the stock split) to 500,000,000 shares and to increase the number of authorized shares of preferred stock from 34,000,000 shares (after giving effect to the stock split) to 50,000,000 shares. Segment and Geographic Information The Company operates in a single operating segment. Operating segments are defined as components of an enterprise for which discrete financial information is available and is regularly reviewed by the chief operating decision maker in order to make decisions regarding resource allocation and performance assessment. The Company has determined that its chief operating decision maker is its Chief Executive Officer. The Company's chief operating decision maker reviews the Company's financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements. Revenue by geographic region is based on the delivery address of the customer, and is summarized by geographic area as follows: Year Ended December 31, 2021 2020 2019 (in thousands) United States $ 222,425 $ 179,665 $ 188,283 International 77,024 63,924 54,615 Total revenue $ 299,449 $ 243,589 $ 242,898 Other than the United States, no other individual country exceeded 10% of total revenue for the years ended December 31, 2021, 2020 or 2019. The Company's long-lived assets are composed of property and equipment, net and operating lease right-of-use assets, and are summarized by geographic area as follows: December 31, 2021 2020 (in thousands) United States $ 16,123 $ 18,367 Israel 2,925 2,122 International 4,057 4,576 Total long-lived assets $ 23,105 $ 25,065 Outside of the United States and Israel, no other individual country held greater than 10% of total long-lived assets at December 31, 2021 or 2020. Foreign Currency The reporting currency of the Company is the U.S. dollar. For the subsidiary where the U.S. dollar is the functional currency, foreign currency denominated monetary assets and liabilities are remeasured into U.S. dollars at current exchange rates and foreign currency denominated nonmonetary assets and liabilities are remeasured into U.S. dollars at historical exchange rates. . Resulting gains and losses are recorded in in the consolidated statements of operations in the period of occurrence. The Company’s foreign subsidiaries are translated from the applicable functional currency to the U.S. dollar using the average exchange rates during the reporting period, while assets and liabilities are translated at the period-end exchange rates. Resulting gains or losses from translating foreign currency are included in accumulated other comprehensive income (loss). Revenue Recognition The Company recognizes revenue under Accounting Standards Codification Topic 606, Revenue from Contracts with Customers The Company applies judgment in identifying and evaluating terms and conditions in contracts which may impact revenue recognition. 1. Identification of the contract with a customer The Company contracts with its customers through order forms, which in some cases are governed by master sales agreements. The Company determines that it has a contract with a customer when the order form has been approved, each party’s rights regarding the products or services to be transferred can be identified, the payment terms for the products or services can be identified, the Company has determined the customer has the ability and intent to pay and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit, reputation and financial or other information pertaining to the customer. At contract inception, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. 2. Determination of whether the goods or services in a contract comprise performance obligations Performance obligations promised in a contract are identified based on the products and services that will be transferred to the customer that are both (i) capable of being distinct, whereby the customer can benefit from a product or service either on its own or together with other resources that are readily available from third parties or from the Company, and (ii) are distinct in the context of the contract, whereby the transfer of certain products or services is separately identifiable from other promises in the contract. The Company sells its solutions through subscription-based contracts. The Company’s subscriptions for solutions deployed on-premise within the customer’s technology infrastructure are comprised of a term-based license and an obligation to provide maintenance and support, where the term-based license and the maintenance and support constitute separate performance obligations. The Company’s SaaS subscriptions provide customers the right to access cloud-hosted software and support for the SaaS service, which the Company considers to be a single performance obligation. The Company also renews subscriptions for maintenance and support, which the Company considers to be a single performance obligation. Professional services consist of consulting and training services. These services are distinct performance obligations from subscriptions and do not result in significant customization of the software. 3. Measurement of the transaction price The Company determines the transaction price based on the consideration that the Company expects to receive in exchange for transferring the promised goods or services to the customer. This transaction price is exclusive of amounts collected on behalf of third parties, such as sales tax and value-added tax. The Company does not offer refunds, rebates or credits to customers in the normal course of business, so the impact of variable consideration has not been material. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts generally do not include a significant financing component. The primary purpose of the Company’s invoicing terms is to provide customers with a simple and predictable way to purchase the Company’s subscriptions, not to provide customers with financing. 4. Allocation of the transaction price to separate performance obligations If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation based on each obligation’s relative standalone selling price (“SSP”). The SSP is determined based on the prices at which the Company separately sells the product, assuming the majority of these fall within a pricing range. In instances where SSP is not directly observable, such as when the Company does not sell the software license separately, the Company determines the SSP using information that may include market conditions, cost estimates and other observable inputs that can require significant judgment. There is typically a range of standalone selling prices for individual products and services based on a stratification of those products and services by quantity and other circumstances. If one of the performance obligations is outside of the SSP range, the Company determines SSP to be the nearest endpoint of the range. 5. Recognition of revenue when or as the Company satisfies each performance obligation Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product or service to the customer. The Company’s software subscriptions include both upfront revenue recognition when the Company transfers control of the term-based license to the customer, as well as revenue recognized ratably over the contract period for maintenance and support based on the stand-ready nature of these subscription elements. Revenue for the Company’s SaaS products is recognized ratably over the contract period as the Company satisfies the performance obligation. Professional services revenue provided on a time and materials basis is recognized as these services are performed. Revenue from training services and sponsorship fees is recognized on the date the services are complete. The Company generates sales directly through its sales team as well as through its channel partners. Where channel partners are involved, the Company has determined that it is the principal in these arrangements. Sales to channel partners are generally made at a discount, and revenues are recorded at the discounted price once the revenue recognition criteria above have been met. In certain instances, the Company pays referral fees to its partners, which the Company has determined to be commensurate with internal sales commissions and thus records these payments as sales commissions. Channel partners generally receive an order from an end customer prior to placing an order with the Company, and payment from channel partners is not contingent on the partner’s collection from end customers. Deferred Commissions Sales commissions earned by the Company’s internal and external sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for new contracts and additional sales to existing customers are deferred and recorded in deferred commissions, current and noncurrent in the Company’s consolidated balance sheets. Deferred commissions are amortized over the period of benefit, which the Company has determined to be generally four years. The Company determined the period of benefit by taking into consideration its customer contracts, its technology and other factors. Deferred commissions are amortized consistent with the pattern of revenue recognition for each performance obligation for contracts for which the commissions were earned. The Company includes amortization of deferred commissions in sales and marketing expense in the consolidated statements of operations. The Company periodically reviews the carrying amount of deferred commissions to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs. The Company did not recognize an impairment of deferred commissions during the years ended December 31, 2021, 2020 and 2019. Cash and Cash Equivalents Cash consists of deposits with financial institutions whereas cash equivalents primarily consist of money market funds. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Accounts Receivable and Allowance for Expected Credit Losses Accounts receivable represent amounts owed to the Company by its customers that are recorded at the invoiced amount. Effective January 1, 2020, the Company reports accounts receivable and contract assets net of an allowance for expected credit losses in accordance with Accounting Standards Codification Topic 326, Financial Instruments – Credit Losses Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts over a financial asset’s contractual term. The Company’s historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made from qualitative and quantitative factors if economic conditions at the reporting date reflect stronger or weaker economic performance than the historical data implies based on management’s expectations of economic conditions on certain indicators of the Company, industry and economy. Management reviews factors such as past collection experience, age of the accounts receivable balance, and macroeconomic conditions. As of December 31, 2021 and 2020, the Company evaluated these economic conditions and made adjustments to historical loss information for certain economic risk factors. In developing its expected credit loss model, the Company evaluated financial assets with similar risk characteristics on a collective (pool) basis for their respective estimated and expected credit loss allowance. A financial asset will be measured individually only if it does not share similar risk characteristics with other financial assets. Due to the short-term nature of trade receivables, the estimated amount of accounts receivable that may not be collected is based on the aging of the accounts receivable balances and the financial condition of customers. Our monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of each customer’s financial condition and macroeconomic conditions. We apply a similar methodology towards our current and non-current contract asset balances. However, due to the inherent additional risk associated with a long-term receivable, an additional provision is applied toward contract asset balances that will diminish over time as the contract nears its expiration date. Prior to the adoption of ASC 326, the Company’s allowance for doubtful accounts was based on management judgments and estimates of the probable loss related to uncollectible accounts receivable considering a number of factors including collection trends, prevailing and anticipated economic conditions, and specific customer credit risk. The Company’s allowance for doubtful accounts activity was historically not significant. Probable losses were recorded in general and administrative expense in the accompanying consolidated statements of operations and account balances were charged off against the allowance after all means of collection had been exhausted and the potential for recovery was considered remote. Concentrations of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents on deposit at several financial institutions as well as accounts receivable. The Company deposits cash with high-credit-quality financial institutions, which, at times, may exceed federally insured amounts. The Company invests its cash equivalents in highly-rated money market funds. Additionally, the Company performs ongoing credit evaluations of its customers’ financial condition and will limit the amount of credit as deemed necessary, but currently does not require collateral from customers. As of December 31, 2021, Reseller A represented approximately 15% of accounts receivable. As of December 31, 2021, no single customer represented greater than 10% of accounts receivable. As of December 31, 2020, no single customer or reseller represented greater than 10% of accounts receivable. For the years ended December 31, 2021, 2020 and 2019, no single customer or reseller represented greater than 10% of revenue. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-level valuation hierarchy for the disclosure of fair value measurements. The determination of the applicable level within the hierarchy of a particular asset or liability depends on the inputs used in its valuation as of the measurement date, and notably the extent to which the inputs are market-based (observable) or internally determined (unobservable). The three levels are defined as follows: ● Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2: Observable inputs, other than Level 1 inputs, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3: Unobservable inputs reflecting the Company’s own assumptions used to measure assets and liabilities at fair value and which require significant management judgment or estimation. Property and Equipment Property and equipment are stated at historical cost less accumulated depreciation. Maintenance, repairs and minor renewals are expensed as incurred. Depreciation is computed using the straight-line method based on the following estimated useful lives: Asset Type Useful Life Computer equipment 3 years Purchased computer software 1 - 3 years Furniture and fixtures 3 - 5 years Leasehold improvements Lesser of the lease term or 10 years Other 3 - 5 years Capitalized Software Costs Costs for the development of new software products sold to customers and substantial enhancements to existing software products sold to customers are expensed as incurred until technological feasibility has been established, at which time any additional costs are capitalized during the development stage and until the software is generally released. The Company believes its current process for developing software will be essentially completed concurrently with the establishment of technological feasibility; hence, no costs have been capitalized to date. For development costs related to software to be used internally, the Company follows guidance of Accounting Standards Codification Topic 350-40, Internal Use Software The Company capitalizes the cost of software purchased from third-party vendors and has classified such costs as property and equipment in the consolidated balance sheets. These costs are amortized over their useful lives, which are primarily estimated to be three years. Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations using the acquisition method of accounting, which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. The Company evaluates goodwill for impairment annually in the fourth quarter of each year and as events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company’s test for goodwill impairment starts with a qualitative assessment to determine whether it is necessary to perform a quantitative goodwill impairment test. If qualitative factors indicate that the fair value of the reporting unit is more likely than not less than its carrying amount, then a quantitative goodwill impairment test is performed. Under the quantitative impairment test, if the carrying amount of the reporting unit exceeds its fair value, then an impairment loss is recognized in an amount equal to that excess, not to exceed the total amount of goodwill. For purposes of the annual impairment test, the Company has determined it has one reporting unit. There was no impairment of goodwill recorded during the years ended December 31, 2021, 2020 or 2019. Intangible Assets Intangible assets with finite lives arising from business combinations are initially recorded at fair value and amortized over their useful lives using the straight-line method. The estimated useful life for each acquired intangible asset class is as follows: Asset Type Useful Life Weighted Average Useful Life Developed technology 4 - 9 years 7.7 years Customer relationships 3 - 13 years 12.7 years Trade names 10 years 10 years Product backlog 3 years 3 years The Company records acquired in-process research and development as indefinite-lived intangible assets. Purchased intangible assets with indefinite lives are not amortized but assessed for potential impairment annually and when events or circumstances indicate that their carrying amounts might be impaired. research and development assets are reclassified to developed technology and amortized over their estimated useful lives. Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment and finite-lived intangible assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Such events and changes may include significant changes in performance relative to expected operating results, significant changes in asset use, significant negative industry or economic trends and changes in the Company’s business strategy. An impairment loss is recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. There were no events or changes in circumstances that indicated the Company’s long-lived assets were impaired Deferred Debt Issuance Costs Total deferred debt issuance costs incurred by the Company were $8.1 million and $1.2 million related to the 2021 Credit Facilities and the 2019 Credit Facilities, respectively (discussed in Note 9). The carrying value of deferred debt issuance costs associated with the 2021 Term Loan Facility (discussed in Note 9) and the 2019 Credit Facilities was $7.7 million and $1.0 million at December 31, 2021 and 2020 respectively, which was included as a reduction to long-term debt in the accompanying consolidated balance sheets. These issuance costs incurred to obtain debt financing are deferred and amortized to interest expense using the effective interest method over the contractual term of the debt. The carrying value of deferred debt issuance costs associated with the 2021 Revolving Facility (discussed in Note 9) was $0.8 million at December 31, 2021, which was included in other assets in the accompanying consolidated balance sheets. These issuance costs associated with the 2021 Revolving Facility are capitalized and amortized to interest expense on a straight-line basis over the contractual term of the debt. Operating Leases The Company leases office spaces and a data center under noncancelable lease terms, which are accounted for in accordance with Accounting Standards Codification Topic 842, Leases 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. Research and Development Research and development costs include direct and allocated expenses. Other than software development costs that qualify for capitalization as discussed above, research and development costs are expensed as incurred. Advertising Costs The Company expenses advertising costs as incurred. Advertising expense is included within sales and marketing expense in the consolidated statements of operations. For the years ended December 31, 2021, 2020 and 2019, advertising expenses were $9.8 million, $5.3 million and $1.9 million, respectively. Stock-Based Compensation Stock-based compensation expense, including grants of employee stock options and restricted stock-based awards, is measured at the date of grant based on the fair value of the award. The Company accounts for forfeitures as they occur. The Company estimates the fair value of time-based stock options on the grant date using a Black-Scholes valuation model. Share-based compensation expense for restricted stock units (“RSUs”) is measured based on the fair value of the Company’s common stock on the date of grant. The Company recognizes share-based compensation expense for these awards on a straight-line basis over the award’s requisite service period. The vesting of performance stock units (“PSUs”) and performance-based stock options is contingent upon the achievement of certain performance and/or market-based metrics. Share-based compensation expense for PSUs with only performance-based vesting conditions is measured based on the fair value of the Company’s stock price on the date of grant. Share-based compensation expense for market-based options and market-based PSUs that have performance and market vesting conditions are measured on the grant date using a Monte Carlo simulation. The Company recognizes share-based compensation expense for these awards on a graded vesting basis over the term of the award. The fair value of each time-based option grant is estimated on the date of the grant using the Black-Scholes option pricing model. For awards subject to performance and market conditions, the Company uses a Monte Carlo simulation model, which utilizes multiple inputs to estimate the probability that market conditions will be achieved. Both models require highly subjective assumptions as inputs, including the following: ● Risk-free rate : The risk-free interest rate is based on the implied yield currently available on U.S. Treasury securities with a remaining term commensurate with the estimated expected term. ● Expected term : For time-based awards, the estimated expected term of options granted is generally calculated as the vesting period plus the midpoint of the remaining contractual term, as the Company does not have sufficient historical information to develop reasonable expectations surrounding future exercise patterns and post-vesting employment termination behavior. For awards subject to market and performance conditions, the expected term represents the period of time that the options or awards granted are expected to be outstanding. ● Dividend yield : The Company uses a dividend yield of zero, as it does not currently issue dividends and has no plans to issue dividends in the foreseeable future. ● Volatility : Since the Company does not have substantive trading history of its common stock, expected volatility is estimated based on the historical volatility of peer companies over the period commensurate with the estimated expected term. ● Fair value : Prior to the IPO, there was no public market for the Company’s common stock, so the fair value of the shares of common stock was established by the Board using various inputs, including an independent valuation. Following the IPO, the Company’s shares are traded in the public market, and accordingly the Company uses the applicable closing price of its common stock to determine fair value. No time-based options were granted during the years ended December 31, 2021, 2020 and 2019. No awards subject to performance and market conditions were granted during the years ended December 31, 2020 and 2019. The following assumptions were used for awards subject to performance and market conditions that were granted during the year ended December 31, 2021: Year Ended December 31, 2021 Risk-free rate 0.12 % Expected term 1.7 years Dividend yield — Volatility 65.0 % Grant date fair value of awards granted during the period $19.94 Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statement basis and the income tax basis of assets and liabilities that will result in taxable or deductible amounts in the future. The Company’s temporary differences result primarily from net operating losses, stock compensation, deferred revenue, intangible assets and accrued expenses. Deferred income tax asset and liability computations are based on enacted tax laws and rates applicable to the years in which the differences are expected to affect taxable income. A valuation allowance is established when necessary to reduce deferred income tax assets to the amounts expected to be realized. The Company evaluates the tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are more likely than not of being sustained by the applicable tax authority. Tax positions not deemed to meet the more likely than not threshold would not be recorded as a tax benefit or expense in the current year. Interest and penalties related to income tax liabilities are included in the benefit (provision) for income taxes. Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period, plus the dilutive effects of RSUs, PSUs and stock options. Dilutive shares of common stock are determined by applying the treasury stock method. Recent Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (" ASU No. 2021-08"). ASU No. 2021-08 will require companies to apply the definition of a performance obligation under ASC Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers that are acquired in a business combination. Under current GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU No. 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements. The impact is dependent on the size and frequency of future acquisitions and does not affect contract assets or contract liabilities related to acquisitions completed in a year prior to the adoption date. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Revenue Recognition and Deferre
Revenue Recognition and Deferred Commissions | 12 Months Ended |
Dec. 31, 2021 | |
Revenue Recognition and Deferred Commissions | |
Revenue Recognition and Deferred Commissions | 3. Revenue Recognition and Deferred Commissions Disaggregation of Revenue The following table presents revenue by category: Year Ended December 31, 2021 2020 2019 (in thousands) Subscription term-based licenses: Multi-year subscription term-based licenses $ 110,044 $ 86,578 $ 113,151 1-year subscription term-based licenses 62,468 57,966 48,255 Total subscription term-based licenses 172,512 144,544 161,406 Subscription SaaS 57,617 38,072 26,626 Maintenance and support 49,165 41,515 37,313 Total subscription revenue 279,294 224,131 225,345 Professional services and other 20,155 19,458 17,553 Total revenue $ 299,449 $ 243,589 $ 242,898 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. assets, current; the remaining portion is recorded as contract assets, noncurrent in the consolidated balance sheets. The change in the total contract asset balance primarily relates to entering into new multi-year contracts, billing on existing contracts, and for the year ended December 31, 2020, recognition of the fair value of Symphonic contract assets acquired (see Note 7). The opening and closing balances of contract assets were as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Beginning balance $ 73,791 $ 86,010 $ 67,468 Ending balance 70,997 73,791 86,010 Change $ (2,794) $ (12,219) $ 18,542 Contract liabilities consist of customer billings in advance of revenue being recognized. The Company primarily invoices its customers for subscription arrangements annually in advance, though certain contracts require invoicing for the entire subscription in advance. Amounts anticipated to be recognized within one year of the balance sheet date are recorded as deferred revenue, current; the remaining portion is recorded as deferred revenue, noncurrent in the consolidated balance sheets. The opening and closing balances of contract liabilities included in deferred revenue were as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Beginning balance $ 52,398 $ 47,507 $ 35,367 Ending balance 77,541 52,398 47,507 Change $ 25,143 $ 4,891 $ 12,140 The change in deferred revenue relates primarily to invoicing customers and recognizing revenue in conjunction with the satisfaction of performance obligations. Revenue recognized during the years ended December 31, 2021, 2020 and 2019 that was included in the deferred revenue balances at the beginning of the respective periods was as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Deferred revenue recognized as revenue $ 50,926 $ 44,800 $ 33,100 Remaining Performance Obligations Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and noncancelable amounts to be invoiced. As of December 31, 2021, the Company had $273.9 million of transaction price allocated to remaining performance obligations, of which 82% 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 years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 (in thousands) Beginning balance $ 15,929 $ 13,670 $ 11,033 Additions to deferred commissions 24,734 10,304 9,060 Amortization of deferred commissions (10,823) (8,045) (6,423) Ending balance $ 29,840 $ 15,929 $ 13,670 Deferred commissions, current $ 10,460 $ 6,604 $ 5,814 Deferred commissions, noncurrent 19,380 9,325 7,856 Total deferred commissions $ 29,840 $ 15,929 $ 13,670 |
Allowances for Expected Credit
Allowances for Expected Credit Losses | 12 Months Ended |
Dec. 31, 2021 | |
Allowances for Expected Credit Losses | |
Allowances for Expected Credit Losses | 4. Allowances for Expected Credit Losses The following table presents the changes in the allowance for expected credit losses for financial assets measured at amortized cost: Accounts Receivable Contract Assets Year Ended December 31, 2021 (in thousands) Beginning balance $ 828 $ 87 Provision for credit losses, net of recoveries 366 106 Write-offs (584) (37) Ending balance $ 610 $ 156 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | 5. Fair Value of Financial Instruments The Company invests primarily in money market funds, which are measured and recorded at fair value on a recurring basis and are classified within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets. The fair value of these financial instruments were as follows: December 31, 2021 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Money market funds $ 181,009 $ — $ — $ 181,009 December 31, 2020 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Money market funds $ 113,083 $ — $ — $ 113,083 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 9). |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment | |
Property and Equipment | 6. Property and Equipment Property and equipment consisted of the following: December 31, 2021 2020 (in thousands) Computer equipment $ 8,117 $ 6,581 Furniture and fixtures 4,331 3,887 Purchased computer software 785 785 Leasehold improvements 8,670 7,818 Other 448 448 Property and equipment, gross 22,351 19,519 Less: Accumulated depreciation (12,955) (10,073) Property and equipment, net $ 9,396 $ 9,446 Depreciation expense was $3.7 million for the years ended December 31, 2021 and 2020 and $3.1 million for the year ended December 31, 2019. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2021 | |
Acquisitions and Dispositions | |
Acquisitions and Dispositions | 7. Acquisitions and Dispositions Acquisitions Singular Key, Inc. Acquisition On September 27, 2021, the Company acquired 100% of the voting equity interest in Singular Key, Inc. (“Singular Key”). Singular Key is a provider of no-code identity and security orchestration. Singular Key streamlines the integration of identity services, providing a no-code method of creating workflows across multiple identity platforms, including identity verification, fraud, risk, access management, privileged access and identity governance into a unified identity fabric. The purpose of this acquisition was to accelerate the Company’s entry into the identity orchestration arena. The total purchase price was $73.2 million, net of cash acquired, which consisted of the following: Fair Value (in thousands) Cash, net of cash acquired $ 40,310 Common stock issued 32,871 Total $ 73,181 The fair value of the 1,260,885 common shares issued as consideration was determined based on the lowest trading price of a Ping Identity common share on the New York Stock Exchange on the acquisition date of September 27, 2021. 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: September 27, 2021 Useful Life (in thousands) Fair value of net assets acquired Developed technology $ 21,480 4 years Goodwill 56,860 Indefinite Other assets 75 Total assets acquired 78,415 Other liabilities (39) Deferred tax liability (5,195) Total liabilities assumed (5,234) Net assets acquired, excluding cash $ 73,181 Goodwill is primarily attributable to the workforce acquired and the expected synergies arising from integrating Singular Key into the PingOne Cloud Platform. The integration of Singular Key capabilitiles is expected to enable customers to improve deployment speed, accelerate cloud migration, reduce costs and lower the risk associated with vendor lock-in. None of the goodwill is deductible for tax purposes. The Company incurred $0.8 million of acquisition-related expenses in conjunction with the Singular Key acquisition, which are included in general and administrative expenses on the consolidated statement of operations for the year ended December 31, 2021. Additional information around the Singular Key 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. SecuredTouch, Inc. Acquisition On June 20, 2021, the Company acquired 100% of the voting equity interest in SecuredTouch, Inc. (“SecuredTouch”). SecuredTouch is a leader in fraud and bot detection and mitigation, which leverages behavioral biometrics, artificial intelligence, machine learning, and deep learning to provide identity, risk, and fraud teams early visibility into potential malicious activity happening across digital properties. The purpose of this acquisition was to accelerate the Company’s cloud-delivered intelligent-identity solutions that combat malicious behavior such as bots, emulators, and account takeover. The total purchase price was $39.7 million, net of cash acquired and a $0.2 million post-closing purchase price adjustment. The purchase price required to be paid by Ping Identity was reduced by $0.2 million as a result of changes to SecuredTouch’s originally estimated working capital balances. Additionally, in the fourth quarter of 2021, the Company recognized a deferred tax asset of $1.2 million, with a corresponding decrease to goodwill. The following table summarizes the allocation of the purchase price based on the estimated fair value of the assets acquired and liabilities assumed at the acquisition date: June 20, 2021 Useful Life (in thousands) Fair value of net assets acquired Developed technology $ 8,300 4 years Goodwill 30,804 Indefinite Deferred tax asset 1,216 Other assets 157 Total assets acquired 40,477 Deferred revenue (337) Other liabilities (483) Total liabilities assumed (820) Net assets acquired $ 39,657 Goodwill is primarily attributable to the workforce acquired and the expected synergies arising from integrating SecuredTouch into the Ping Intelligent Identity Platform to provide customers a more comprehensive offering that extends past traditional workforce use case and accelerates Ping’s cloud-delivered intelligent identity solutions that combat malicious behavior. None of the goodwill is deductible for tax purposes. The Company incurred $0.5 million of acquisition-related expenses in conjunction with the SecuredTouch acquisition, which are included in general and administrative expenses on the consolidated statement of operations for the year ended December 31, 2021. Symphonic Software Limited Acquisition On October 31, 2020, the Company acquired 100% of the voting equity interest in Symphonic Software Limited (“Symphonic”). Symphonic is a leader in dynamic authorization for protecting APIs, data, apps and resources through identity. The purpose of this acquisition was to accelerate dynamic and intelligent authorization for enterprises pursuing Zero Trust identity-defined security. The total purchase price was $28.8 million, net of cash acquired. 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. As these payments are subject to the continued employment of those individuals, they will be recognized through compensation expense as incurred. See Note 12 for additional details. On December 31, 2021, the Company settled the first portion of common stock payable. See Note 12 for additional details. The following table summarizes the allocation of the purchase price, based on the estimated fair value of the assets acquired and liabilities assumed at the acquisition date: October 31, 2020 Useful Life (in thousands) Fair value of net assets acquired Developed technology $ 6,999 6 years Product backlog 609 3 years Customer relationships 246 3 years Goodwill 21,341 Indefinite Contract asset 1,387 Other assets 373 Total assets acquired 30,955 Deferred tax liability (1,881) Other liabilities (253) Total liabilities assumed (2,134) Net assets acquired, excluding cash $ 28,821 Goodwill is primarily attributable to the workforce acquired and the expected synergies arising from integrating Symphonic into the Ping Intelligent Identity Platform so enterprise customers can cover advanced authorization scenarios that go beyond typical user roles and entitlements. None of the goodwill is deductible for tax purposes. The Company incurred $1.1 million of acquisition-related expenses in conjunction with the Symphonic acquisition, which are included in general and administrative expenses on the consolidated statement of operations for the year ended December 31, 2020. 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. On March 2, 2021, the Company settled the first portion of contingent compensation payable. See Note 12 for additional details. 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: 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 consolidated statement of operations for the year ended December 31, 2020. Additional Acquisition Related Information The operating results of Singular Key, SecuredTouch, Symphonic and ShoCard are included in the Company’s consolidated statements of operations from the date of acquisition. Revenue and earnings of Singular Key, Symphonic and ShoCard since their respective dates of acquisition were not material to the consolidated statements of operations. Revenue of SecuredTouch since the date of acquisition is not considered material to the consolidated statements of operations. The net loss of SecuredTouch included in the Company’s consolidated statements of operations since the date of acquisition was $4.3 million. Pro Forma Financial Information (unaudited) If SecuredTouch and Singular Key had been acquired on January 1, 2020 and included in our results for 2020 and 2021, it would not have had a material impact to revenue, and would have impacted earnings, on a pro forma basis, by $12.1 million and $5.2 million, respectively, inclusive of intangible amortization which would have been $7.4 million annually. Pro forma results of operations have not been prepared for Symphonic or ShoCard because the effects of the acquisitons were not material to the consolidated statements of operations. Dispositions Identiverse Disposition In December 2021, the Company sold certain assets and liabilities associated with the Identiverse conference, the industry leading annual identity conference founded by Ping Identity, for estimated proceeds of $1.5 million. The $1.5 million receivable representing the estimated proceeds to be received from the sale is expected to be collected in 2024, and is included in other noncurrent assets on the consolidated balance sheet as of December 31, 2021. The sale resulted in a gain on asset disposition of $1.4 million during the year ended December 31, 2021. The financial impact of the Identiverse conference was not material to the Company for the years ended December 31, 2021, 2020, and 2019. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 8. Goodwill and Intangible Assets The changes in the carrying amount of the Company’s goodwill balance from December 31, 2020 to December 31, 2021 were as follows (in thousands): Beginning balance $ 441,150 Additions to goodwill related to acquisitions 87,664 Foreign currency translation adjustment (266) Ending balance $ 528,548 The Company’s intangible assets as of December 31, 2021 were as follows: December 31, 2021 Gross Accumulated Net Carrying Amount Amortization Value (in thousands) Developed technology $ 146,142 $ (69,802) $ 76,340 Customer relationships 95,131 (41,326) 53,805 Trade names 56,778 (31,093) 25,685 Product backlog 634 (287) 347 Capitalized internal-use software 50,934 (17,760) 33,174 Other intangible assets 1,481 (755) 726 Total intangible assets $ 351,100 $ (161,023) $ 190,077 The Company’s intangible assets as of December 31, 2020 were as follows: December 31, 2020 Gross Accumulated Net Carrying Amount Amortization Value (in thousands) Developed technology $ 119,450 $ (55,826) $ 63,624 Customer relationships 95,135 (33,724) 61,411 Trade names 56,718 (25,424) 31,294 Product backlog 642 (42) 600 Capitalized internal-use software 35,841 (12,949) 22,892 Other intangible assets 1,199 (598) 601 Total intangible assets $ 308,985 $ (128,563) $ 180,422 The Company capitalized $20.2 million, $14.0 million and $10.5 million of internal-use software costs during the years ended December 31, 2021, 2020 and 2019, respectively, which included $1.2 million and $0.7 million of stock-based compensation costs during the years ended December 31, 2021 and 2020, respectively. Amortization expense for the years ended December 31, 2021, 2020 and 2019 was $40.7 million, $33.6 million and $29.9 million, respectively. As of December 31, 2021, expected amortization expense for intangible assets subject to amortization for the next five years is as follows: Year Ending December 31, December 31, 2021 (in thousands) 2022 $ 47,136 2023 44,594 2024 41,081 2025 28,724 2026 11,278 Thereafter 17,264 Total $ 190,077 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Debt | 9. Debt 2018 Credit Facilities In January 2018, Ping Identity Corporation (the “Borrower”), Roaring Fork Intermediate, LLC (“Holdings”) and certain other domestic subsidiaries of the Borrower (collectively, with the Borrower and Holdings, the “Credit Parties”) 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 Credit Parties. The 2018 Term Loan Facility bore interest at the option of the Borrower at a rate per annum equal to (a) an adjusted LIBO rate (with a floor of 1.00% per annum) plus an applicable margin of 3.75%, payable on the last day of the applicable interest period applicable thereto (“Eurodollar” loan), or (b) the alternate base rate (with a floor of 2.00% per annum) plus an applicable margin of 2.75%, payable quarterly in arrears the last business day of each March, June, September and December. The 2018 Term Loan Facility was borrowed as a Eurodollar loan. Beginning September 2018, 0.25% of the principal amount of the 2018 Term Loan Facility was payable quarterly. In connection with the closing of the IPO and the underwriters’ exercise of the overallotment option as described in Note 1, the Company repaid $196.4 million of the principal amount of the 2018 Term Loan Facility using the proceeds. Prior to paying down a portion of the 2018 Term Loan Facility, the Company had remaining deferred debt issuance costs of $4.6 million. In connection with the debt repayments, the Company elected to proportionately write off a portion of its deferred debt issuance costs based on the percentage of the loan that was repaid. Accordingly, the Company incurred a loss on extinguishment of debt of $3.6 million for the proportionate write off of deferred debt issuance costs, included in the consolidated statements of operations for the year ended December 31, 2019. 2019 Credit Agreement In December 2019, the Credit Parties 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. Borrower and Holdings are wholly-owned indirect subsidiaries of the Company. In connection therewith, all outstanding borrowings under the 2018 Term Loan Facility were repaid and the 2018 Revolving Credit Facility was terminated. The 2019 Credit Agreement provided 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 2019 Revolving Credit Facility had a maturity date of December 12, 2024. Obligations under the 2019 Credit Agreement were secured by substantially all of the assets of the Credit Parties. The 2019 Revolving Credit Facility bore interest at the option of the Borrower 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 Borrower also paid 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. In conjunction with entering into the 2019 Revolving Credit Facility, all remaining balances of the 2018 Term Loan Facility were repaid and the 2018 Revolving Credit Facility was terminated, which resulted in a loss on extinguishment of debt of $0.9 million, included in the consolidated statements of operations for the year ended December 31, 2019. 2021 Credit Agreement On November 23, 2021 (the “Closing Date”), the Credit Parties entered into a credit agreement (the “2021 Credit Agreement”) with the financial institutions party thereto as lenders and Bank of America, N.A., as administrative agent. Borrower and Holdings are wholly-owned indirect subsidiaries of the Company. The 2021 Credit Agreement provides for (a) a new term loan B facility with an aggregate principal amount of $300 million (the “2021 Term Loan Facility” and the loans thereunder, the “2021 Term Loans”) and (b) a new revolving line of credit facility in an aggregate principal amount of $150 million (the “2021 Revolving Facility” and together with the 2021 Term Loan Facility, the “2021 Credit Facilities”). Proceeds from the 2021 Term Loan Facility were used to repay in full paid all remaining balances under the 2019 Revolving Credit Facility. The 2021 Revolving Facility was undrawn at the Closing Date. Following the repayment of the 2019 Revolving Credit Facility, any remaining and future proceeds from the 2021 Credit Facilities will be used for working capital purposes and general corporate purposes. The 2021 Credit Facilities are secured by substantially all of the assets of the Credit Parties. The 2021 Term Loans mature on November 23, 2028. Amortization payments on the 2021 Term Loans are equal to 0.25% of the initial aggregate principal amount of the 2021 Term Loans, payable at the end of each fiscal quarter, commencing with the fiscal quarter ending June 30, 2022. The 2021 Term Loans bear interest at Term SOFR (as defined in the 2021 Credit Agreement and subject to a floor of 0.50%), plus the applicable SOFR Adjustment (as defined in the 2021 Credit Agreement), plus an applicable margin of 3.75%, or a base rate plus an applicable margin of 2.75%. The interest rate on the 2021 Term Loans was 4.25% as of December 31, 2021. The 2021 Revolving Facility matures on November 23, 2026. Amounts drawn under the 2021 Revolving Facility denominated in U.S. dollars will bear interest at Term SOFR, subject to a floor of 0.00%, plus the applicable SOFR Adjustment, plus an applicable margin ranging from 1.25% to 2.00%, depending on the senior secured net leverage ratio (as calculated pursuant to the 2021 Credit Agreement) or (ii) a base rate plus an applicable margin ranging from 0.25% to 1.00%, depending on the senior secured net leverage ratio. Amounts drawn under the 2021 Revolving Facility denominated in available non-U.S. dollar currencies will bear interest at the applicable rate for such non-U.S. dollar currencies plus the applicable rate adjustment (if any) plus an applicable margin ranging from 1.25% to 2.00%, depending on the senior secured net leverage ratio. There were no amounts drawn under the 2021 Revolving Facility as of December 31, 2021. Additionally, the Borrower will also pay a commitment fee ranging from 0.20% to 0.35% per annum on the actual daily unused amount of the 2021 Revolving Facility, based on the senior secured net leverage ratio, payable quarterly in arrears the last business day of each March, June, September and December. Any prepayment of the 2021 Term Loans in connection with a repricing transaction occurring prior to six months after the effective date of the 2021 Credit Agreement, subject to exceptions set forth in the 2021 Credit Agreement, will be subject to a prepayment premium equal to 1.00% of the principal amount of any 2021 Term Loans being prepaid. After May 23, 2022, any borrowing under the 2021 Term Loans 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. Amounts drawn under the 2021 Revolving Facility 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, subject to the terms, conditions and limitations set forth in the 2021 Credit Agreement, any amounts repaid may be reborrowed. Additionally, the 2021 Credit Agreement contains customary mandatory prepayment provisions. The 2021 Credit Agreement contains customary events of default (including an event of default upon a change of control), customary representations and warranties and affirmative and negative covenants, including customary restrictions on the ability of the Credit Parties and their restricted subsidiaries to, among other things, incur indebtedness, make investments, make dividends and incur liens. Under the terms of the 2021 Credit Agreement, Holdings and its restricted subsidiaries are required to maintain a total net leverage ratio (as calculated pursuant to the 2021 Credit Agreement) (i) commencing with the fiscal quarter ending June 30, 2022 and through and including the fiscal quarter ending March 31, 2024, of no more than 5.00:1.00 and (ii) commencing with the fiscal quarter ending June 30, 2024 and each fiscal quarter thereafter, of no more than 4.00:1.00. As of December 31, 2021, the Credit Parties were in compliance with all financial covenants. Under the 2021 Credit Agreement, Holdings, the Borrower and the Borrower’s restricted subsidiaries are limited in their ability to declare or pay a dividend or return any equity capital to its equity holders (including any direct or indirect parent company of Holdings) or to authorize or make any other distribution, payment or delivery of property to such equity holders (each such dividend, return, distribution, payment or delivery, as applicable, a “Dividend”), subject to certain exceptions, including, without limitation, (1) stock repurchases from current or former employees, officers or directors in an amount not to exceed the greater of $16,750,000 and 30% of consolidated EBITDA (as calculated pursuant to the 2021 Credit Agreement) for the most recently ended four quarters; (2) other Dividends in an aggregate amount not to exceed the greater of $22,000,000 and 40% of consolidated EBITDA for the most recently ended four quarters; (3) unlimited additional Dividends provided that on the day of declaration of such Dividend there is no specified event of default (as defined in the 2021 Credit Agreement) and on a pro forma basis, the total net leverage ratio of Holdings and its restricted subsidiaries for the most recently ended four quarters is not greater than 3.50 to 1.00; (4) payment of certain overhead costs and expenses of Holdings or any direct or indirect parent of Holdings (including any direct or indirect parent company of Holdings) and (5) customary tax distributions. In conjunction with entering into the 2021 Credit Agreement, all remaining balances under the 2019 Revolving Credit Facility were repaid and the 2019 Revolving Credit Facility was terminated, which resulted in a loss on extinguishment of debt of $0.2 million, included in the consolidated statements of operations for the year ended December 31, 2021. The Company recognized $2.7 million, $2.2 million and $12.2 million in interest expense related to the respective debt facilities during the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021 the Company’s outstanding long-term debt balance was $291.2 million and the current portion of long-term debt was $1.1 million. These balances were net of debt issuance costs related to the 2021 Term Loan Facility of $6.6 million and $1.1 million, respectively. As of December 31, 2020, the Company’s outstanding long-term debt balance was $149.0 million (net of debt issuance costs related to the 2019 Credit Facility of $1.0 million). The debt issuance costs for the 2021 Term Loan and 2019 Credit Facility 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. The Company incurred $0.3 million in costs associated with the execution of the 2021 Revolving Facility during the year ended December 31, 2021. These costs were capitalized to other assets in the consolidated balance sheet and will be amortized into interest expense on a straight-line basis over the contractual term of the 2021 Revolving Facility. Additionally, the execution of the 2021 Revolving Facility was considered a partial modification whereby $0.6 million of the unamortized debt issuance costs deferred in connection with the previously outstanding 2019 Credit Agreement related to continuing members of the syndicate and will be deferred over the life of the 2021 Revolving Facility. As of December 31, 2021, deferred costs associated with the 2021 Revolving Facility were $0.8 million. During the years ended December 31, 2021, 2020 and 2019, the Company amortized $0.4 million, $0.3 million and $0.7 million of debt issuance costs, respectively. Future principal payments on outstanding borrowings as of December 31, 2021 are as follows: Year Ending December 31, December 31, 2021 (in thousands) 2022 $ 2,250 2023 3,000 2024 3,000 2025 3,000 2026 3,000 Thereafter 285,750 Total $ 300,000 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | 10. Income Taxes The amounts of loss from continuing operations before income taxes was as follows: Year Ended December 31, 2021 2020 2019 (in thousands) United States $ (81,184) $ (29,589) $ (12,707) Foreign (2,152) 3,442 2,981 Loss before income taxes $ (83,336) $ (26,147) $ (9,726) The income taxes of foreign subsidiaries not included in the U.S. tax group are presented based on a separate return basis for each tax-paying entity. The benefit (provision) for income taxes from continuing operations was as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Current Federal $ — $ (404) $ — State (28) 90 (711) Foreign (833) (318) (446) Total current expense (861) (632) (1,157) Deferred Federal 14,478 11,441 3,266 State 3,467 1,784 5,280 Foreign 1,861 1,663 833 Total deferred benefit 19,806 14,888 9,379 Benefit for income taxes $ 18,945 $ 14,256 $ 8,222 The benefit (provision) for income taxes from continuing operations differs from the provision determined by applying the U.S. statutory tax rate to pretax earnings as a result of the following: Year Ended December 31, 2021 2020 2019 (dollars in thousands) Statutory U.S. federal income taxes $ 17,500 (21.0) % $ 5,491 (21.0) % $ 2,042 (21.0) % State income taxes, net of federal taxes 2,734 (3.3) 2,145 (8.2) 482 (5.0) Foreign taxes rate differential 198 (0.2) 80 (0.3) 49 (0.5) Tax rate changes 367 (0.4) 303 (1.2) 2,726 (28.0) Contingent deal consideration (301) 0.4 (411) 1.6 (610) 6.3 Meals and entertainment (499) 0.6 (254) 1.0 (826) 8.5 GILTI inclusion (911) 1.1 (130) 0.5 (820) 8.4 Transaction costs (269) 0.3 (125) 0.5 116 (1.2) Fines and penalties (370) 0.4 (2) — (5) 0.1 Stock-based compensation 470 (0.6) 5,021 (19.2) 293 (3.0) Transportation costs (85) 0.1 (116) 0.4 (120) 1.2 Withholding tax on foreign dividend — — (366) 1.4 — — Return to provision 217 (0.3) 2,048 (7.8) 178 (1.8) R&D credits 5,397 (6.4) 3,333 (12.7) 5,678 (58.4) Uncertain tax positions (1,621) 1.9 (1,598) 6.1 (920) 9.5 Change in valuation allowance (3,257) 3.9 (1,370) 5.2 — — Other (625) 0.8 207 (0.8) (41) 0.4 Benefit for income taxes $ 18,945 (22.7) % $ 14,256 (54.5) % $ 8,222 (84.5) % Undistributed earnings of foreign subsidiaries were $8.4 million as of December 31, 2021. The Company considers the current earnings and any future foreign earnings to be indefinitely reinvested, and therefore does not record deferred taxes related to these earnings. Upon repatriation of earnings, in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to a dividends received deduction) and withholding taxes payable to certain foreign jurisdictions. Withholding taxes of less than $0.2 million would be payable upon remittance of all previously unremitted earnings at December 31, 2021. The significant components of deferred tax assets and liabilities at December 31, 2021 and 2020 were as follows: December 31, 2021 2020 (in thousands) Deferred tax assets Fixed assets and intangible assets $ 23 $ 96 Tax credits (net of uncertain tax position) 15,920 12,546 Deferred share-based compensation 9,405 3,726 Loss and other carryforwards (net of uncertain tax position) 32,460 29,048 Operating lease liabilities 3,086 3,835 Deferred revenue 56 — Other 1,137 149 Gross deferred tax assets 62,087 49,400 Valuation allowance (7,858) (4,577) Net deferred tax asset 54,229 44,823 Deferred tax liabilities Accruals and reserves (2,215) (1,357) Fixed assets and intangible assets (47,150) (45,898) Deferred revenue — (7,658) Operating lease right-of-use assets (1,957) (2,474) Other, net (946) (1,341) Gross deferred tax liabilities (52,268) (58,728) Net deferred tax asset (liability) $ 1,961 $ (13,905) The components giving rise to the net deferred income tax assets (liabilities) detailed above have been included in the accompanying consolidated balance sheet at December 31, 2021 and 2020 as follows: December 31, 2021 2020 (in thousands) Noncurrent deferred tax assets $ 6,201 $ 3,962 Noncurrent deferred tax liabilities (4,240) (17,867) Net deferred tax asset (liability) $ 1,961 $ (13,905) At December 31, 2021, the Company had U.S. Federal net operating loss carryforwards of $115.6 million and foreign net operating loss carryforwards of $18.8 million. The U.S. net operating loss carryforwards, if not used, will begin expiring in 2034. Additionally, the Company had $10.8 million of U.S. research and development (“R&D”) credit carryforwards and $5.4 million of foreign R&D credit carryforwards, which if not used, will begin expiring in 2024 and 2030, respectively. Section 163(j) of the Internal Revenue Code limits business interest deductions, with any business interest in excess of the annual limitation carried forward indefinitely. The Company has an interest expense carryforward of $3.1 million. Section 382 and Section 383 of the Internal Revenue Code contain provisions that limit the utilization of net operating loss and tax credit carryforwards if there has been a change of ownership. The Company has completed an analysis of the historical changes in ownership, and has determined that $2.5 million of the net operating loss carryforward at December 31, 2021 will expire prior to utilization due to the Section 382 limitation. As such, the Company has established a valuation allowance against the deferred tax asset related to these net operating loss carryforwards. Additionally, a change in ownership could be triggered by subsequent sales of securities by the Company or its shareholders resulting in a limitation of the net operating loss and tax credit carryforwards in the future. The Company has determined that it is more likely than not it will be unable to realize the full benefit of its deferred tax assets for R&D credit carryforwards in the U.S. prior to their expiration and has, therefore, established a valuation allowance offset against the associated deferred tax asset. Additionally, the Company has determined that it is more likely than not it will be unable to realize the full benefit of its deferred tax assets for net operating loss carryforwards attributed to foreign jurisdictions and has, therefore, established a valuation allowance offset against the associated deferred tax asset. The valuation allowance for deferred tax assets was $7.9 million and $4.6 million at December 31, 2021 and 2020, respectively. Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2021, 2020 and 2019 were as follows: December 31, 2021 2020 2019 (in thousands) Valuation allowance at beginning of year $ 4,577 $ 1,812 $ 1,812 Increases recorded to income tax provision 4,562 1,370 — Decreases recorded as benefit to income tax provision (1,305) Increases recorded to acquisition purchase accounting — 1,395 — Increases related to foreign exchange 24 — — Valuation allowance at end of year $ 7,858 $ 4,577 $ 1,812 The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The tax years for the Company that remain subject to examination are: Years Under Additional Examination Open Years Jurisdiction U.S. Federal None 2018 - 2020 United Kingdom None 2016 - 2020 Canada None 2016 - 2020 Australia None 2016 - 2020 Israel None 2019 France None 2019 - 2020 Additionally, U.S. federal net operating losses and other foreign tax credits carried forward into open years may be subject to adjustment. The Company has evaluated its tax positions and has determined that it has certain unrecognized tax benefits. Accordingly, as of December 31, 2021 and 2020, the Company has reduced certain tax attributes to the extent they would be utilized to offset an unrecognized tax benefit. Changes in the unrecognized tax benefits during the years ended December 31, 2021, 2020 and 2019 were as follows: December 31, 2021 2020 2019 (in thousands) Unrecognized tax benefits at beginning of year $ 2,592 $ 1,091 $ 211 Current year increase 1,621 1,598 920 Statute expiration (76) (94) (41) Currency 2 (1) 7 Tax rate changes — (2) (6) Unrecognized tax benefits at end of year $ 4,139 $ 2,592 $ 1,091 The increase in unrecognized tax benefits in the year ended December 31, 2021 primarily related to uncertainty surrounding federal and state research and development credits. The Company does not currently anticipate significant changes in its unrecognized tax benefits over the next 12 months. No interest or penalties for the Company’s unrecognized tax benefits were recorded for the years ended December 31, 2021, 2020 or 2019. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | 11. Stockholders’ Equity Common stock The Company’s Third Amended and Restated Certificate of Incorporation authorizes issuance of up to 500,000,000 shares of common stock with a par value of $0.001 per share. The common stock confers upon its holders the right to vote on all matters to be voted on by the stockholders of the Company (with each share representing one vote) and to ratably participate in any distribution of dividends or payments in the event of liquidation or dissolution on a per share basis. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that may be issued in the future. As described in Note 1, the Company issued and sold 12,500,000 shares of common stock to the public in conjunction with the closing of its IPO on September 23, 2019. The underwriters’ overallotment option was exercised in full and closed on October 22, 2019, where the Company issued and sold an additional 1,875,000 shares of common stock to the public. Preferred stock 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 December 31, 2021 and December 31, 2020, 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 | 12 Months Ended |
Dec. 31, 2021 | |
Stock-Based Compensation | |
Stock-Based Compensation | 12. 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. Following the Company’s initial public offering (“IPO”) on September 23, 2019, no additional awards have been granted 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 December 31, 2021, the maximum number of shares of common stock available for issuance under the 2019 Omnibus Incentive Plan was 14,131,549 shares. Stock-based compensation expense for all equity arrangements for the years ended December 31, 2021, 2020 and 2019 was as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Subscription cost of revenue $ 1,735 $ 675 $ 141 Professional services and other cost of revenue 1,711 397 80 Sales and marketing 14,921 4,467 1,407 Research and development 20,702 5,294 1,364 General and administrative 16,731 5,791 3,340 Total $ 55,800 $ 16,624 $ 6,332 Stock-based compensation expense recorded to research and development in the consolidated statements of operations excludes amounts that were capitalized in relation to internal-use software. Refer to Note 8 for additional details. Long-Term Incentive Plan In conjunction with the IPO, the Company amended its long-term incentive plan (“LTIP”) which provided for cash compensation to certain employees upon vesting of the related awards, and thus, these awards were liability-classified. Grants under the plan were expected to vest following both (i) an IPO and registration of shares of common stock of Ping Identity Holding Corp. and (ii) Vista Equity Partners (“Vista”) realized cash return on its investment in the Company equaling or exceeding $1.491 billion. In the first quarter of 2021, the Company offered employees with LTIP grants the opportunity to convert those awards into RSUs under the 2019 Omnibus Incentive Plan. Upon conversion, approximately half of the RSUs would solely be subject to time-based restrictions and would vest on April 1, 2021 and the remainder would be market-based PSUs subject to performance and market conditions consistent with those of the LTIP grants outlined above. All employees elected to convert their outstanding LTIP grants to RSUs, resulting in grants totaling 948,250 shares. The conversion of the previously outstanding LTIP grants into time-based vesting RSUs resulted in the recognition of $12.8 million of stock-based compensation expense during the year ended December 31, 2021. Expense recognized related to the RSUs subject to performance and market conditions is discussed in more detail below. Other Liability-Classified Awards In conjunction with the Symphonic acquisition (Note 7), the Company issued liability-classified awards to certain individuals with a stated value of $0.4 million and $0.6 million that vest on December 31, 2021 and December 31, 2022, respectively. Half of these awards are subject to continuous service conditions and half are subject to continuous service and other performance conditions. The liability-classified awards will be settled with a variable number of shares of the Company’s common stock at each vesting date based on the satisfaction of such conditions. On December 31, 2021, the Company settled $0.3 million of the first tranche of these liability-classified awards, net of $0.1 million of forfeitures due to employee terminations, resulting in the issuance of 14,664 shares. Upon vesting, the associated $0.3 million liability was reclassified from accrued compensation to additional paid-in capital on the consolidated balance sheets. As of December 31, 2021, $0.5 million of the second tranche of these liability-classified awards, net of $0.1 million of forfeitures due to employee terminations, remains. Additionally, in conjunction with the ShoCard acquisition (Note 7), 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. On March 2, 2021, the Company settled the first $3.1 million of these liability-classified awards, resulting in the grant and vest of 123,192 shares within the period. Upon issuance, the associated $3.1 million liability was reclassified from accrued compensation to common stock and additional paid-in capital on the consolidated balance sheets. As of December 31, 2021, $2.3 million of the second tranche of these liability-classified awards remains. During the years ended December 31, 2021 and 2020, the Company recognized $2.7 million and $2.6 million of stock-based compensation expense, respectively, related to these awards. Restricted Stock Units The Company grants RSUs that generally vest over one method. A summary of the status of the Company’s unvested RSUs and activity for the year ended December 31, 2021 is as follows: Weighted Average Grant Date Shares Fair Value Unvested as of December 31, 2020 2,504,148 $ 19.84 Granted 2,652,923 23.04 Converted from LTIP grant 474,095 27.06 Forfeited/canceled (367,646) 20.03 Vested (1,313,398) 22.95 Unvested as of December 31, 2021 3,950,122 $ 21.81 Performance Stock Units Awards Subject to Performance and Market Conditions As previously discussed, during the first quarter of 2021, the Company granted 948,250 restricted stock units in connection with the conversion of previously outstanding LTIP grants, with 474,155 of these restricted stock units subject to performance and market conditions. These market-based PSUs are expected to vest following both (i) registration of shares of common stock of Ping Identity Holdilng Corp. and (ii) Vista’s realized cash return on its investment in the Company equaling or exceeding $1.491 billion. These awards were valued at the date of grant at $19.94 per share using a Monte Carlo simulation. In the second quarter of 2021, these market-based PSUs were determined to be probable of vesting. The Company recognized $8.4 million in stock-based compensation during the year ended December 31, 2021 related to these awards. As of December 31, 2021, there was $0.3 million of total unamortized compensation associated with these awards, which is expected to be recognized over the remaining estimated vesting period of 0.2 years. Awards Subject to Performance Conditions Additionally during the second quarter of 2021, the Company granted 208,806 PSUs under the 2019 Omnibus Incentive Plan, which will be earned only if the Company meets specific internal performance targets within a two-year period. The number of awards that ultimately vest could be 0% if the minimum hurdle is not achieved, or 50% or 100% of shares granted, depending on the Company’s achievement of internal performance targets. The grant-date fair value of these PSUs was $21.93. As of December 31, 2021, there was $0.9 million of total unamortized compensation associated with these awards, which is expected to be recognized over the remaining estimated weighted-average vesting period of 0.5 years. In the fourth quarter of 2021, the company granted 38,503 PSUs to employees who joined the Company upon the acquisition of SecuredTouch at a grant-date fair value of $28.33, which would be earned only if the Company met certain internal product specific performance targets by December 31, 2021. These awards did not vest and were forfeited as the performance target was not met during the quarter. Additionally, as previously discussed, certain of the liability-classified awards from the Symphonic acquisition met the criteria for vesting and are considered granted and vested within the period at a grant-date fair value of $22.88. The total intrinsic value of the PSUs that vested during the year ended December 31, 2021 was $0.2 million. No PSUs vested during the years ended December 31, 2020 and 2019. A summary of the status of the Company’s unvested PSUs and activity for the year ended December 31, 2021 is as follows: Weighted Average Grant Date Shares Fair Value Unvested as of December 31, 2020 — $ — Granted 728,805 20.98 Forfeited/canceled (109,779) 23.44 Vested (7,341) 22.88 Unvested as of December 31, 2021 611,685 $ 20.52 Stock Options No options were granted during the years ended December 31, 2021, 2020 and 2019. All options have a 10-year contractual life. The total intrinsic value of options exercised during the years ended December 31, 2021, 2020 and 2019 was $8.1 million, $26.2 million and $2.0 million, respectively. A summary of the Company’s stock option activity and related information for the year ended December 31, 2021 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, 2020 4,044,616 $ 9.49 6.5 $ 77,454 Granted — — Forfeited/canceled (308,687) 9.39 Exercised (404,147) 8.93 8,087 Outstanding as of December 31, 2021 3,331,782 $ 9.57 5.5 $ 44,355 As of December 31, 2021: Vested and expected to vest 3,331,782 $ 9.57 5.5 $ 44,355 Vested and exercisable 1,656,849 $ 9.23 5.3 $ 22,610 Time-based options vest over four years with 25% vesting one year after grant and the remainder vesting ratably on a quarterly basis thereafter. In conjunction with the IPO, the Company modified the vesting conditions of these awards to provide for the options to vest and become exercisable following both (i) an IPO and registration of shares of common stock of Ping Identity Holding Corp. and (ii) Vista realizing a cash return on its investment in the Company equaling or exceeding $1.491 billion. In the second quarter of 2021, achievement of these conditions was determined to be probable. As of December 31, 2021, total unamortized compensation related to the time-based awards was $0.1 million. This expense will be recognized over the shorter of (i) the remaining explicit service term or (ii) the estimated period over which the performance condition is expected to be satisfied, with a remaining weighted-average vesting period of 0.2 years. As originally granted, market-based options subject to performance and market conditions would vest upon the sale of the business subject to certain conditions specified in the 2016 Plan. In conjunction with the IPO, the Company modified the vesting conditions of the market-based options to 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. In accordance with ASC 718, the Company calculated the fair value of these options on the date of modification, noting an increase in the fair value from $5.1 million to $9.0 million on the date of modification, with the incremental increase in fair value representing additional unrecognized stock-based compensation expense. The following assumptions were used in calculating the fair value of the market-based options on the date of modification: Risk-free rate 1.7 % Expected term 2.3 years Dividend yield — Volatility 47.0 % Grant date fair value of awards granted during the period $4.41 In the second quarter of 2021, these awards were determined to be probable of vesting. The Company recognized $6.4 million in stock-based compensation expense during the year ended December 31, 2021 related to these options. The remaining $0.1 million of total unamortized compensation expense is expected to be recognized over the remaining estimated vesting period of approximately 0.2 years. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | 13. Related Party Transactions Vista is a U.S.-based investment firm that controlled the funds which previously owned a majority of the Company. During 2020, Vista sold a portion of its investment in the Company such that its funds no longer owned a majority of the Company as of December 31, 2020. During 2021, Vista sold an additional portion of its investment in the company such that its funds owned less than 40% of the Company. As a result, Vista’s affiliates were no longer considered to be under common control with the Company and are not deemed related parties under ASC 850 as of December 31, 2021. However, Vista was deemed a related party in accordance with ASC 850 as it continues to be a principal owner of the Company. Outside of those identified below, the Company had no material transactions with Vista or its affiliates during the years ended December 31, 2021, 2020, and 2019. As discussed in Note 9, on November 23, 2021, the Company entered into the 2021 Term Loan Facility with a consortium of lenders for a principal amount of $300.0 million. As of December 31, 2021, Vista held $6.5 million of the Company’s outstanding term loan debt. Additionally, during the year ended December 31, 2019, affiliates of Vista were paid $34.8 million in principal, and $1.7 million in interest on the portion of the 2018 Term Loan Facility held by them at that time. |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2021 | |
Operating Leases | |
Operating Leases | 14. 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 nine 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 have not been reasonably certain of exercise or occurrence at lease commencement. Additionally, these leasing arrangements do not contain residual value guarantees, and there are no other restrictions or covenants in the contracts. The following tables present components of lease cost recorded in the consolidated statement of operations and supplemental information as of and for the years ended December 31, 2021 and 2020. Year Ended December 31, Year Ended December 31, 2021 2020 (in thousands) Lease costs: Operating lease costs $ 3,991 $ 3,716 Short-term lease costs 158 407 Variable lease costs 2,214 2,060 Total lease costs $ 6,363 $ 6,183 Year Ended December 31, Year Ended December 31, 2021 2020 (in thousands) Other information: Cash paid for the amounts included in the measurement of lease liabilities within operating cash flows $ 4,161 $ 4,005 December 31, December 31, 2021 2020 Weighted-average: Remaining lease term 4.3 years 5.1 years Discount rate 3.8 % 3.7 % As of December 31, 2021, the maturities of remaining lease payments included in the measurement of operating leases are as follows: Year Ending December 31, December 31, 2021 (in thousands) 2022 $ 4,945 2023 4,849 2024 4,458 2025 3,379 2026 1,914 Thereafter 481 Total lease payments 20,026 Less: imputed interest (1,556) Total operating lease liability $ 18,470 Rent expense under noncancelable operating leases as reported under ASC 840 totaled $3.6 million for the year ended 2019. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | 15. Commitments and Contingencies Letters of Credit As of December 31, 2021 and 2020, the Company had outstanding letters of credit under office lease agreements that totaled $0.3 million and $0.8 million, respectively, which primarily guaranteed early termination fees in the event of default. The Company collateralizes the letters of credit with restricted cash balances which were classified in other noncurrent assets at December 31, 2021 and 2020. Purchase Commitments In the ordinary course of business, the Company enters into various purchase commitments primarily related to third-party hosting and data services, IT operations and marketing events. Total noncancelable purchase commitments as of December 31, 2021 were approximately $189.2 million for periods through 2026. Employee Benefit Plans The Company established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”) in which full-time U.S. employees are eligible to participate on the first day of the subsequent month of their date of employment. The 401(k) Plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a percentage of their annual compensation as defined in the 401(k) Plan. Employees in the United Kingdom and Canada are covered by defined contribution savings arrangements that are administered based upon the legislative and tax requirements of the respective countries. The Company made contributions to its employee benefit plans of $3.6 million, $3.0 million and $2.7 million during the years ended December 31, 2021, 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. The Company has evaluated all pending litigation and determined that the probability of loss is remote, therefore no liabilities have been accrued. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Net Loss Per Share | |
Net Loss Per Share | 16. 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: Year Ended December 31, 2021 2020 2019 (in thousands, except per share amounts) Numerator: Net loss $ (64,391) $ (11,891) $ (1,504) Denominator: Weighted-average common stock outstanding - basic and diluted 82,302 80,430 68,906 Net loss per share: Basic and diluted $ (0.78) $ (0.15) $ (0.02) 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: Year Ended December 31, 2021 2020 2019 (in thousands) RSUs 3,950 2,504 1,416 Stock options 1,869 2,322 3,958 Other awards 112 206 — Total antidilutive shares 5,931 5,032 5,374 |
Condensed Financial Information
Condensed Financial Information of Registrant (Parent Company Only) | 12 Months Ended |
Dec. 31, 2021 | |
Reportable Legal Entities | Parent Company | |
Condensed Financial Information of Registrant (Parent Company Only) | 17. Condensed Financial Information of Registrant (Parent Company Only) Ping Identity Holding Corp. (Parent Company Only) Condensed Balance Sheets (In thousands, except share amounts) December 31, 2021 2020 Assets Current assets: Cash and cash equivalents $ — $ — Total current assets — — Noncurrent assets: Investment in subsidiaries 741,405 721,110 Total noncurrent assets 741,405 721,110 Total assets $ 741,405 $ 721,110 Liabilities and stockholders' equity Current liabilities: Current liabilities $ — $ — Total current liabilities — — Noncurrent liabilities: Liabilities, noncurrent — — Total noncurrent liabilities — — Total liabilities — — Commitments and contingencies Stockholders' equity: Preferred stock; $0.001 par value; 50,000,000 shares authorized at December 31, 2021 and December 31, 2020; no shares issued or outstanding at December 31, 2021 or December 31, 2020 — — Common stock; $0.001 par value; 500,000,000 shares authorized at December 31, 2021 and December 31, 2020; 83,754,449 and 81,163,896 shares issued outstanding 84 81 Additional paid-in capital 824,455 739,051 Accumulated other comprehensive income 652 1,373 Accumulated deficit (83,786) (19,395) Total stockholders' equity 741,405 721,110 Total liabilities and stockholders' equity $ 741,405 $ 721,110 Ping Identity Holding Corp. (Parent Company Only) Condensed Statements of Operations (In thousands) Year Ended December 31, 2021 2020 2019 Revenue $ — $ — $ — Operating expenses — — — Income from operations — — — Other income (expense), net — — — Income before income taxes and equity in net income of subsidiaries — — — Benefit for income taxes — — — Equity in net loss of subsidiaries (64,391) (11,891) (1,504) Net loss $ (64,391) $ (11,891) $ (1,504) Ping Identity Holding Corp. (Parent Company Only) Condensed Statements of Comprehensive Loss (In thousands) Year Ended December 31, 2021 2020 2019 Net loss $ (64,391) $ (11,891) $ (1,504) Other comprehensive income (loss), net of tax: Subsidiaries' other comprehensive income (loss) (721) 1,772 388 Total other comprehensive income (loss) (721) 1,772 388 Comprehensive loss $ (65,112) $ (10,119) $ (1,116) Basis of Presentation Parent is a holding company with no material operations of its own that conducts substantially all of its activities through its subsidiaries. Parent has no direct outstanding debt obligations. However, Ping Identity Corporation, a wholly owned subsidiary, 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 the Parent as borrower under its 2021 Credit Facilities. For a discussion of the 2021 Credit Facilities and their associated dividend restrictions, refer to Note 9. These condensed financial statements have been presented on a “parent-only” basis. Under a parent-only presentation, the Parent’s investments in subsidiaries are presented under the equity method of accounting. A condensed statement of cash flows was not presented because the Parent had no material operating, investing, or financing cash flow activities for the years ended December 31, 2021, 2020 or 2019. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. As such, these parent-only statements should be read in conjunction with the accompanying notes to consolidated financial statements. |
Overview and Basis of Present_2
Overview and Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All amounts are reported in U.S. dollars. Certain amounts for the years ended December 31, 2020 and 2019 have been reclassified to conform with current presentation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, determining the fair values of assets acquired and liabilities assumed in business combinations, valuing stock option awards and assessing the probability of the awards meeting vesting conditions, recognizing revenue, establishing allowances for expected credit losses based on expected credit losses and the collectability of financial assets, determining useful lives for finite-lived assets, assessing the recoverability of long-lived assets, determining the value of right-of-use assets and lease liabilities, accounting for income taxes and related valuation allowances against deferred tax assets, 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 continued uncertainty surrounding rapidly changing market and economic conditions due to the novel Coronavirus Disease 2019 (“COVID-19”) pandemic. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Stock split | Stock Split On September 5, 2019, the Company effected a 170-for-1 stock split of its issued and outstanding shares of common stock and made comparable and equitable adjustments to its equity awards in accordance with the terms of the awards. The par value of the common and preferred stock was not adjusted as a result of the stock split. Accordingly, all share and per share amounts for the periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retrospectively, where applicable, to reflect this stock split. In connection with the stock split, the Company’s Board of Directors (the “Board”) and stockholders approved the Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 85,000,000 shares (after giving effect to the stock split) to 500,000,000 shares and to increase the number of authorized shares of preferred stock from 34,000,000 shares (after giving effect to the stock split) to 50,000,000 shares. |
Segment and Geographic Information | Segment and Geographic Information The Company operates in a single operating segment. Operating segments are defined as components of an enterprise for which discrete financial information is available and is regularly reviewed by the chief operating decision maker in order to make decisions regarding resource allocation and performance assessment. The Company has determined that its chief operating decision maker is its Chief Executive Officer. The Company's chief operating decision maker reviews the Company's financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements. Revenue by geographic region is based on the delivery address of the customer, and is summarized by geographic area as follows: Year Ended December 31, 2021 2020 2019 (in thousands) United States $ 222,425 $ 179,665 $ 188,283 International 77,024 63,924 54,615 Total revenue $ 299,449 $ 243,589 $ 242,898 Other than the United States, no other individual country exceeded 10% of total revenue for the years ended December 31, 2021, 2020 or 2019. The Company's long-lived assets are composed of property and equipment, net and operating lease right-of-use assets, and are summarized by geographic area as follows: December 31, 2021 2020 (in thousands) United States $ 16,123 $ 18,367 Israel 2,925 2,122 International 4,057 4,576 Total long-lived assets $ 23,105 $ 25,065 Outside of the United States and Israel, no other individual country held greater than 10% of total long-lived assets at December 31, 2021 or 2020. |
Foreign Currency | Foreign Currency The reporting currency of the Company is the U.S. dollar. For the subsidiary where the U.S. dollar is the functional currency, foreign currency denominated monetary assets and liabilities are remeasured into U.S. dollars at current exchange rates and foreign currency denominated nonmonetary assets and liabilities are remeasured into U.S. dollars at historical exchange rates. . Resulting gains and losses are recorded in in the consolidated statements of operations in the period of occurrence. The Company’s foreign subsidiaries are translated from the applicable functional currency to the U.S. dollar using the average exchange rates during the reporting period, while assets and liabilities are translated at the period-end exchange rates. Resulting gains or losses from translating foreign currency are included in accumulated other comprehensive income (loss). |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under Accounting Standards Codification Topic 606, Revenue from Contracts with Customers The Company applies judgment in identifying and evaluating terms and conditions in contracts which may impact revenue recognition. 1. Identification of the contract with a customer The Company contracts with its customers through order forms, which in some cases are governed by master sales agreements. The Company determines that it has a contract with a customer when the order form has been approved, each party’s rights regarding the products or services to be transferred can be identified, the payment terms for the products or services can be identified, the Company has determined the customer has the ability and intent to pay and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit, reputation and financial or other information pertaining to the customer. At contract inception, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. 2. Determination of whether the goods or services in a contract comprise performance obligations Performance obligations promised in a contract are identified based on the products and services that will be transferred to the customer that are both (i) capable of being distinct, whereby the customer can benefit from a product or service either on its own or together with other resources that are readily available from third parties or from the Company, and (ii) are distinct in the context of the contract, whereby the transfer of certain products or services is separately identifiable from other promises in the contract. The Company sells its solutions through subscription-based contracts. The Company’s subscriptions for solutions deployed on-premise within the customer’s technology infrastructure are comprised of a term-based license and an obligation to provide maintenance and support, where the term-based license and the maintenance and support constitute separate performance obligations. The Company’s SaaS subscriptions provide customers the right to access cloud-hosted software and support for the SaaS service, which the Company considers to be a single performance obligation. The Company also renews subscriptions for maintenance and support, which the Company considers to be a single performance obligation. Professional services consist of consulting and training services. These services are distinct performance obligations from subscriptions and do not result in significant customization of the software. 3. Measurement of the transaction price The Company determines the transaction price based on the consideration that the Company expects to receive in exchange for transferring the promised goods or services to the customer. This transaction price is exclusive of amounts collected on behalf of third parties, such as sales tax and value-added tax. The Company does not offer refunds, rebates or credits to customers in the normal course of business, so the impact of variable consideration has not been material. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts generally do not include a significant financing component. The primary purpose of the Company’s invoicing terms is to provide customers with a simple and predictable way to purchase the Company’s subscriptions, not to provide customers with financing. 4. Allocation of the transaction price to separate performance obligations If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation based on each obligation’s relative standalone selling price (“SSP”). The SSP is determined based on the prices at which the Company separately sells the product, assuming the majority of these fall within a pricing range. In instances where SSP is not directly observable, such as when the Company does not sell the software license separately, the Company determines the SSP using information that may include market conditions, cost estimates and other observable inputs that can require significant judgment. There is typically a range of standalone selling prices for individual products and services based on a stratification of those products and services by quantity and other circumstances. If one of the performance obligations is outside of the SSP range, the Company determines SSP to be the nearest endpoint of the range. 5. Recognition of revenue when or as the Company satisfies each performance obligation Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product or service to the customer. The Company’s software subscriptions include both upfront revenue recognition when the Company transfers control of the term-based license to the customer, as well as revenue recognized ratably over the contract period for maintenance and support based on the stand-ready nature of these subscription elements. Revenue for the Company’s SaaS products is recognized ratably over the contract period as the Company satisfies the performance obligation. Professional services revenue provided on a time and materials basis is recognized as these services are performed. Revenue from training services and sponsorship fees is recognized on the date the services are complete. The Company generates sales directly through its sales team as well as through its channel partners. Where channel partners are involved, the Company has determined that it is the principal in these arrangements. Sales to channel partners are generally made at a discount, and revenues are recorded at the discounted price once the revenue recognition criteria above have been met. In certain instances, the Company pays referral fees to its partners, which the Company has determined to be commensurate with internal sales commissions and thus records these payments as sales commissions. Channel partners generally receive an order from an end customer prior to placing an order with the Company, and payment from channel partners is not contingent on the partner’s collection from end customers. |
Deferred Commissions | Deferred Commissions Sales commissions earned by the Company’s internal and external sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for new contracts and additional sales to existing customers are deferred and recorded in deferred commissions, current and noncurrent in the Company’s consolidated balance sheets. Deferred commissions are amortized over the period of benefit, which the Company has determined to be generally four years. The Company determined the period of benefit by taking into consideration its customer contracts, its technology and other factors. Deferred commissions are amortized consistent with the pattern of revenue recognition for each performance obligation for contracts for which the commissions were earned. The Company includes amortization of deferred commissions in sales and marketing expense in the consolidated statements of operations. The Company periodically reviews the carrying amount of deferred commissions to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred costs. The Company did not recognize an impairment of deferred commissions during the years ended December 31, 2021, 2020 and 2019. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash consists of deposits with financial institutions whereas cash equivalents primarily consist of money market funds. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. |
Accounts Receivable and Allowance for Expected Credit Losses | Accounts Receivable and Allowance for Expected Credit Losses Accounts receivable represent amounts owed to the Company by its customers that are recorded at the invoiced amount. Effective January 1, 2020, the Company reports accounts receivable and contract assets net of an allowance for expected credit losses in accordance with Accounting Standards Codification Topic 326, Financial Instruments – Credit Losses Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts over a financial asset’s contractual term. The Company’s historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made from qualitative and quantitative factors if economic conditions at the reporting date reflect stronger or weaker economic performance than the historical data implies based on management’s expectations of economic conditions on certain indicators of the Company, industry and economy. Management reviews factors such as past collection experience, age of the accounts receivable balance, and macroeconomic conditions. As of December 31, 2021 and 2020, the Company evaluated these economic conditions and made adjustments to historical loss information for certain economic risk factors. In developing its expected credit loss model, the Company evaluated financial assets with similar risk characteristics on a collective (pool) basis for their respective estimated and expected credit loss allowance. A financial asset will be measured individually only if it does not share similar risk characteristics with other financial assets. Due to the short-term nature of trade receivables, the estimated amount of accounts receivable that may not be collected is based on the aging of the accounts receivable balances and the financial condition of customers. Our monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of each customer’s financial condition and macroeconomic conditions. We apply a similar methodology towards our current and non-current contract asset balances. However, due to the inherent additional risk associated with a long-term receivable, an additional provision is applied toward contract asset balances that will diminish over time as the contract nears its expiration date. Prior to the adoption of ASC 326, the Company’s allowance for doubtful accounts was based on management judgments and estimates of the probable loss related to uncollectible accounts receivable considering a number of factors including collection trends, prevailing and anticipated economic conditions, and specific customer credit risk. The Company’s allowance for doubtful accounts activity was historically not significant. Probable losses were recorded in general and administrative expense in the accompanying consolidated statements of operations and account balances were charged off against the allowance after all means of collection had been exhausted and the potential for recovery was considered remote. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents on deposit at several financial institutions as well as accounts receivable. The Company deposits cash with high-credit-quality financial institutions, which, at times, may exceed federally insured amounts. The Company invests its cash equivalents in highly-rated money market funds. Additionally, the Company performs ongoing credit evaluations of its customers’ financial condition and will limit the amount of credit as deemed necessary, but currently does not require collateral from customers. As of December 31, 2021, Reseller A represented approximately 15% of accounts receivable. As of December 31, 2021, no single customer represented greater than 10% of accounts receivable. As of December 31, 2020, no single customer or reseller represented greater than 10% of accounts receivable. For the years ended December 31, 2021, 2020 and 2019, no single customer or reseller represented greater than 10% of revenue. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-level valuation hierarchy for the disclosure of fair value measurements. The determination of the applicable level within the hierarchy of a particular asset or liability depends on the inputs used in its valuation as of the measurement date, and notably the extent to which the inputs are market-based (observable) or internally determined (unobservable). The three levels are defined as follows: ● Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2: Observable inputs, other than Level 1 inputs, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3: Unobservable inputs reflecting the Company’s own assumptions used to measure assets and liabilities at fair value and which require significant management judgment or estimation. |
Property and Equipment | Property and Equipment Property and equipment are stated at historical cost less accumulated depreciation. Maintenance, repairs and minor renewals are expensed as incurred. Depreciation is computed using the straight-line method based on the following estimated useful lives: Asset Type Useful Life Computer equipment 3 years Purchased computer software 1 - 3 years Furniture and fixtures 3 - 5 years Leasehold improvements Lesser of the lease term or 10 years Other 3 - 5 years |
Capitalized Software Costs | Capitalized Software Costs Costs for the development of new software products sold to customers and substantial enhancements to existing software products sold to customers are expensed as incurred until technological feasibility has been established, at which time any additional costs are capitalized during the development stage and until the software is generally released. The Company believes its current process for developing software will be essentially completed concurrently with the establishment of technological feasibility; hence, no costs have been capitalized to date. For development costs related to software to be used internally, the Company follows guidance of Accounting Standards Codification Topic 350-40, Internal Use Software The Company capitalizes the cost of software purchased from third-party vendors and has classified such costs as property and equipment in the consolidated balance sheets. These costs are amortized over their useful lives, which are primarily estimated to be three years. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations using the acquisition method of accounting, which requires that the assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. The Company evaluates goodwill for impairment annually in the fourth quarter of each year and as events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company’s test for goodwill impairment starts with a qualitative assessment to determine whether it is necessary to perform a quantitative goodwill impairment test. If qualitative factors indicate that the fair value of the reporting unit is more likely than not less than its carrying amount, then a quantitative goodwill impairment test is performed. Under the quantitative impairment test, if the carrying amount of the reporting unit exceeds its fair value, then an impairment loss is recognized in an amount equal to that excess, not to exceed the total amount of goodwill. For purposes of the annual impairment test, the Company has determined it has one reporting unit. There was no impairment of goodwill recorded during the years ended December 31, 2021, 2020 or 2019. |
Intangible Assets | Intangible Assets Intangible assets with finite lives arising from business combinations are initially recorded at fair value and amortized over their useful lives using the straight-line method. The estimated useful life for each acquired intangible asset class is as follows: Asset Type Useful Life Weighted Average Useful Life Developed technology 4 - 9 years 7.7 years Customer relationships 3 - 13 years 12.7 years Trade names 10 years 10 years Product backlog 3 years 3 years The Company records acquired in-process research and development as indefinite-lived intangible assets. Purchased intangible assets with indefinite lives are not amortized but assessed for potential impairment annually and when events or circumstances indicate that their carrying amounts might be impaired. research and development assets are reclassified to developed technology and amortized over their estimated useful lives. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment and finite-lived intangible assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Such events and changes may include significant changes in performance relative to expected operating results, significant changes in asset use, significant negative industry or economic trends and changes in the Company’s business strategy. An impairment loss is recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. There were no events or changes in circumstances that indicated the Company’s long-lived assets were impaired |
Deferred Debt Issuance Costs | Deferred Debt Issuance Costs Total deferred debt issuance costs incurred by the Company were $8.1 million and $1.2 million related to the 2021 Credit Facilities and the 2019 Credit Facilities, respectively (discussed in Note 9). The carrying value of deferred debt issuance costs associated with the 2021 Term Loan Facility (discussed in Note 9) and the 2019 Credit Facilities was $7.7 million and $1.0 million at December 31, 2021 and 2020 respectively, which was included as a reduction to long-term debt in the accompanying consolidated balance sheets. These issuance costs incurred to obtain debt financing are deferred and amortized to interest expense using the effective interest method over the contractual term of the debt. The carrying value of deferred debt issuance costs associated with the 2021 Revolving Facility (discussed in Note 9) was $0.8 million at December 31, 2021, which was included in other assets in the accompanying consolidated balance sheets. These issuance costs associated with the 2021 Revolving Facility are capitalized and amortized to interest expense on a straight-line basis over the contractual term of the debt. |
Operating Leases | Operating Leases The Company leases office spaces and a data center under noncancelable lease terms, which are accounted for in accordance with Accounting Standards Codification Topic 842, Leases 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. |
Research and Development | Research and Development Research and development costs include direct and allocated expenses. Other than software development costs that qualify for capitalization as discussed above, research and development costs are expensed as incurred. |
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred. Advertising expense is included within sales and marketing expense in the consolidated statements of operations. For the years ended December 31, 2021, 2020 and 2019, advertising expenses were $9.8 million, $5.3 million and $1.9 million, respectively. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense, including grants of employee stock options and restricted stock-based awards, is measured at the date of grant based on the fair value of the award. The Company accounts for forfeitures as they occur. The Company estimates the fair value of time-based stock options on the grant date using a Black-Scholes valuation model. Share-based compensation expense for restricted stock units (“RSUs”) is measured based on the fair value of the Company’s common stock on the date of grant. The Company recognizes share-based compensation expense for these awards on a straight-line basis over the award’s requisite service period. The vesting of performance stock units (“PSUs”) and performance-based stock options is contingent upon the achievement of certain performance and/or market-based metrics. Share-based compensation expense for PSUs with only performance-based vesting conditions is measured based on the fair value of the Company’s stock price on the date of grant. Share-based compensation expense for market-based options and market-based PSUs that have performance and market vesting conditions are measured on the grant date using a Monte Carlo simulation. The Company recognizes share-based compensation expense for these awards on a graded vesting basis over the term of the award. The fair value of each time-based option grant is estimated on the date of the grant using the Black-Scholes option pricing model. For awards subject to performance and market conditions, the Company uses a Monte Carlo simulation model, which utilizes multiple inputs to estimate the probability that market conditions will be achieved. Both models require highly subjective assumptions as inputs, including the following: ● Risk-free rate : The risk-free interest rate is based on the implied yield currently available on U.S. Treasury securities with a remaining term commensurate with the estimated expected term. ● Expected term : For time-based awards, the estimated expected term of options granted is generally calculated as the vesting period plus the midpoint of the remaining contractual term, as the Company does not have sufficient historical information to develop reasonable expectations surrounding future exercise patterns and post-vesting employment termination behavior. For awards subject to market and performance conditions, the expected term represents the period of time that the options or awards granted are expected to be outstanding. ● Dividend yield : The Company uses a dividend yield of zero, as it does not currently issue dividends and has no plans to issue dividends in the foreseeable future. ● Volatility : Since the Company does not have substantive trading history of its common stock, expected volatility is estimated based on the historical volatility of peer companies over the period commensurate with the estimated expected term. ● Fair value : Prior to the IPO, there was no public market for the Company’s common stock, so the fair value of the shares of common stock was established by the Board using various inputs, including an independent valuation. Following the IPO, the Company’s shares are traded in the public market, and accordingly the Company uses the applicable closing price of its common stock to determine fair value. No time-based options were granted during the years ended December 31, 2021, 2020 and 2019. No awards subject to performance and market conditions were granted during the years ended December 31, 2020 and 2019. The following assumptions were used for awards subject to performance and market conditions that were granted during the year ended December 31, 2021: Year Ended December 31, 2021 Risk-free rate 0.12 % Expected term 1.7 years Dividend yield — Volatility 65.0 % Grant date fair value of awards granted during the period $19.94 |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statement basis and the income tax basis of assets and liabilities that will result in taxable or deductible amounts in the future. The Company’s temporary differences result primarily from net operating losses, stock compensation, deferred revenue, intangible assets and accrued expenses. Deferred income tax asset and liability computations are based on enacted tax laws and rates applicable to the years in which the differences are expected to affect taxable income. A valuation allowance is established when necessary to reduce deferred income tax assets to the amounts expected to be realized. The Company evaluates the tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are more likely than not of being sustained by the applicable tax authority. Tax positions not deemed to meet the more likely than not threshold would not be recorded as a tax benefit or expense in the current year. Interest and penalties related to income tax liabilities are included in the benefit (provision) for income taxes. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period, plus the dilutive effects of RSUs, PSUs and stock options. Dilutive shares of common stock are determined by applying the treasury stock method. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (" ASU No. 2021-08"). ASU No. 2021-08 will require companies to apply the definition of a performance obligation under ASC Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers that are acquired in a business combination. Under current GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU No. 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements. The impact is dependent on the size and frequency of future acquisitions and does not affect contract assets or contract liabilities related to acquisitions completed in a year prior to the adoption date. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of revenue by geographic region | Year Ended December 31, 2021 2020 2019 (in thousands) United States $ 222,425 $ 179,665 $ 188,283 International 77,024 63,924 54,615 Total revenue $ 299,449 $ 243,589 $ 242,898 |
Schedule of property, plant and equipment summarized by geographical area | December 31, 2021 2020 (in thousands) United States $ 16,123 $ 18,367 Israel 2,925 2,122 International 4,057 4,576 Total long-lived assets $ 23,105 $ 25,065 |
Summary of estimated useful lives of property, plant and equipment | Asset Type Useful Life Computer equipment 3 years Purchased computer software 1 - 3 years Furniture and fixtures 3 - 5 years Leasehold improvements Lesser of the lease term or 10 years Other 3 - 5 years |
Summary of estimated useful life for each acquired intangible asset class | Asset Type Useful Life Weighted Average Useful Life Developed technology 4 - 9 years 7.7 years Customer relationships 3 - 13 years 12.7 years Trade names 10 years 10 years Product backlog 3 years 3 years |
Performance and market based options | |
Summary of Significant Accounting Policies | |
Summary of assumptions used | Year Ended December 31, 2021 Risk-free rate 0.12 % Expected term 1.7 years Dividend yield — Volatility 65.0 % Grant date fair value of awards granted during the period $19.94 |
Revenue Recognition and Defer_2
Revenue Recognition and Deferred Commissions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue Recognition and Deferred Commissions | |
Schedule of revenue by category | Year Ended December 31, 2021 2020 2019 (in thousands) Subscription term-based licenses: Multi-year subscription term-based licenses $ 110,044 $ 86,578 $ 113,151 1-year subscription term-based licenses 62,468 57,966 48,255 Total subscription term-based licenses 172,512 144,544 161,406 Subscription SaaS 57,617 38,072 26,626 Maintenance and support 49,165 41,515 37,313 Total subscription revenue 279,294 224,131 225,345 Professional services and other 20,155 19,458 17,553 Total revenue $ 299,449 $ 243,589 $ 242,898 |
Schedule of contract assets | Year Ended December 31, 2021 2020 2019 (in thousands) Beginning balance $ 73,791 $ 86,010 $ 67,468 Ending balance 70,997 73,791 86,010 Change $ (2,794) $ (12,219) $ 18,542 |
Schedule of contract liabilities | Year Ended December 31, 2021 2020 2019 (in thousands) Beginning balance $ 52,398 $ 47,507 $ 35,367 Ending balance 77,541 52,398 47,507 Change $ 25,143 $ 4,891 $ 12,140 |
Schedule of deferred revenue recognized as revenue | Year Ended December 31, 2021 2020 2019 (in thousands) Deferred revenue recognized as revenue $ 50,926 $ 44,800 $ 33,100 |
Schedule of deferred commission | Year Ended December 31, 2021 2020 2019 (in thousands) Beginning balance $ 15,929 $ 13,670 $ 11,033 Additions to deferred commissions 24,734 10,304 9,060 Amortization of deferred commissions (10,823) (8,045) (6,423) Ending balance $ 29,840 $ 15,929 $ 13,670 Deferred commissions, current $ 10,460 $ 6,604 $ 5,814 Deferred commissions, noncurrent 19,380 9,325 7,856 Total deferred commissions $ 29,840 $ 15,929 $ 13,670 |
Allowances for Expected Credi_2
Allowances for Expected Credit Losses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Allowances for Expected Credit Losses | |
Schedule of allowance for expected credit losses | Accounts Receivable Contract Assets Year Ended December 31, 2021 (in thousands) Beginning balance $ 828 $ 87 Provision for credit losses, net of recoveries 366 106 Write-offs (584) (37) Ending balance $ 610 $ 156 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value of Financial Instruments | |
Schedule of fair value of financial instruments | December 31, 2021 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Money market funds $ 181,009 $ — $ — $ 181,009 December 31, 2020 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Money market funds $ 113,083 $ — $ — $ 113,083 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment | |
Schedule of property and equipment | December 31, 2021 2020 (in thousands) Computer equipment $ 8,117 $ 6,581 Furniture and fixtures 4,331 3,887 Purchased computer software 785 785 Leasehold improvements 8,670 7,818 Other 448 448 Property and equipment, gross 22,351 19,519 Less: Accumulated depreciation (12,955) (10,073) Property and equipment, net $ 9,396 $ 9,446 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Singular Key, Inc. Acquisition | |
Business Combinations | |
Schedule of purchase consideration | Fair Value (in thousands) Cash, net of cash acquired $ 40,310 Common stock issued 32,871 Total $ 73,181 |
Schedule of allocation of the purchase price, based on the estimated fair value of the assets acquired and liabilities assumed at the acquisition date | September 27, 2021 Useful Life (in thousands) Fair value of net assets acquired Developed technology $ 21,480 4 years Goodwill 56,860 Indefinite Other assets 75 Total assets acquired 78,415 Other liabilities (39) Deferred tax liability (5,195) Total liabilities assumed (5,234) Net assets acquired, excluding cash $ 73,181 |
SecuredTouch, 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 | June 20, 2021 Useful Life (in thousands) Fair value of net assets acquired Developed technology $ 8,300 4 years Goodwill 30,804 Indefinite Deferred tax asset 1,216 Other assets 157 Total assets acquired 40,477 Deferred revenue (337) Other liabilities (483) Total liabilities assumed (820) Net assets acquired $ 39,657 |
Symphonic | |
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 | October 31, 2020 Useful Life (in thousands) Fair value of net assets acquired Developed technology $ 6,999 6 years Product backlog 609 3 years Customer relationships 246 3 years Goodwill 21,341 Indefinite Contract asset 1,387 Other assets 373 Total assets acquired 30,955 Deferred tax liability (1,881) Other liabilities (253) Total liabilities assumed (2,134) Net assets acquired, excluding cash $ 28,821 |
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 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2020 to December 31, 2021 were as follows (in thousands): Beginning balance $ 441,150 Additions to goodwill related to acquisitions 87,664 Foreign currency translation adjustment (266) Ending balance $ 528,548 |
Summary of intangible assets | The Company’s intangible assets as of December 31, 2021 were as follows: December 31, 2021 Gross Accumulated Net Carrying Amount Amortization Value (in thousands) Developed technology $ 146,142 $ (69,802) $ 76,340 Customer relationships 95,131 (41,326) 53,805 Trade names 56,778 (31,093) 25,685 Product backlog 634 (287) 347 Capitalized internal-use software 50,934 (17,760) 33,174 Other intangible assets 1,481 (755) 726 Total intangible assets $ 351,100 $ (161,023) $ 190,077 The Company’s intangible assets as of December 31, 2020 were as follows: December 31, 2020 Gross Accumulated Net Carrying Amount Amortization Value (in thousands) Developed technology $ 119,450 $ (55,826) $ 63,624 Customer relationships 95,135 (33,724) 61,411 Trade names 56,718 (25,424) 31,294 Product backlog 642 (42) 600 Capitalized internal-use software 35,841 (12,949) 22,892 Other intangible assets 1,199 (598) 601 Total intangible assets $ 308,985 $ (128,563) $ 180,422 |
Summary of expected amortization expense for intangible assets subject to amortization for the next five years | Year Ending December 31, December 31, 2021 (in thousands) 2022 $ 47,136 2023 44,594 2024 41,081 2025 28,724 2026 11,278 Thereafter 17,264 Total $ 190,077 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Summary of future principal payments on outstanding borrowings | Year Ending December 31, December 31, 2021 (in thousands) 2022 $ 2,250 2023 3,000 2024 3,000 2025 3,000 2026 3,000 Thereafter 285,750 Total $ 300,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule of amounts of income (loss) from continuing operations before income taxes | Year Ended December 31, 2021 2020 2019 (in thousands) United States $ (81,184) $ (29,589) $ (12,707) Foreign (2,152) 3,442 2,981 Loss before income taxes $ (83,336) $ (26,147) $ (9,726) |
Schedule of benefit (provision) for income taxes | Year Ended December 31, 2021 2020 2019 (in thousands) Current Federal $ — $ (404) $ — State (28) 90 (711) Foreign (833) (318) (446) Total current expense (861) (632) (1,157) Deferred Federal 14,478 11,441 3,266 State 3,467 1,784 5,280 Foreign 1,861 1,663 833 Total deferred benefit 19,806 14,888 9,379 Benefit for income taxes $ 18,945 $ 14,256 $ 8,222 |
Schedule of benefit (provision) for income taxes from continuing operations differs from the provision determined by applying the U.S. statutory tax rate to pretax earnings | Year Ended December 31, 2021 2020 2019 (dollars in thousands) Statutory U.S. federal income taxes $ 17,500 (21.0) % $ 5,491 (21.0) % $ 2,042 (21.0) % State income taxes, net of federal taxes 2,734 (3.3) 2,145 (8.2) 482 (5.0) Foreign taxes rate differential 198 (0.2) 80 (0.3) 49 (0.5) Tax rate changes 367 (0.4) 303 (1.2) 2,726 (28.0) Contingent deal consideration (301) 0.4 (411) 1.6 (610) 6.3 Meals and entertainment (499) 0.6 (254) 1.0 (826) 8.5 GILTI inclusion (911) 1.1 (130) 0.5 (820) 8.4 Transaction costs (269) 0.3 (125) 0.5 116 (1.2) Fines and penalties (370) 0.4 (2) — (5) 0.1 Stock-based compensation 470 (0.6) 5,021 (19.2) 293 (3.0) Transportation costs (85) 0.1 (116) 0.4 (120) 1.2 Withholding tax on foreign dividend — — (366) 1.4 — — Return to provision 217 (0.3) 2,048 (7.8) 178 (1.8) R&D credits 5,397 (6.4) 3,333 (12.7) 5,678 (58.4) Uncertain tax positions (1,621) 1.9 (1,598) 6.1 (920) 9.5 Change in valuation allowance (3,257) 3.9 (1,370) 5.2 — — Other (625) 0.8 207 (0.8) (41) 0.4 Benefit for income taxes $ 18,945 (22.7) % $ 14,256 (54.5) % $ 8,222 (84.5) % |
Schedule of Deferred Tax Assets and Liabilities | December 31, 2021 2020 (in thousands) Deferred tax assets Fixed assets and intangible assets $ 23 $ 96 Tax credits (net of uncertain tax position) 15,920 12,546 Deferred share-based compensation 9,405 3,726 Loss and other carryforwards (net of uncertain tax position) 32,460 29,048 Operating lease liabilities 3,086 3,835 Deferred revenue 56 — Other 1,137 149 Gross deferred tax assets 62,087 49,400 Valuation allowance (7,858) (4,577) Net deferred tax asset 54,229 44,823 Deferred tax liabilities Accruals and reserves (2,215) (1,357) Fixed assets and intangible assets (47,150) (45,898) Deferred revenue — (7,658) Operating lease right-of-use assets (1,957) (2,474) Other, net (946) (1,341) Gross deferred tax liabilities (52,268) (58,728) Net deferred tax asset (liability) $ 1,961 $ (13,905) |
Schedule of components giving rise to the net deferred income tax liabilities | December 31, 2021 2020 (in thousands) Noncurrent deferred tax assets $ 6,201 $ 3,962 Noncurrent deferred tax liabilities (4,240) (17,867) Net deferred tax asset (liability) $ 1,961 $ (13,905) |
Schedule of changes in the valuation allowance for deferred tax assets | December 31, 2021 2020 2019 (in thousands) Valuation allowance at beginning of year $ 4,577 $ 1,812 $ 1,812 Increases recorded to income tax provision 4,562 1,370 — Decreases recorded as benefit to income tax provision (1,305) Increases recorded to acquisition purchase accounting — 1,395 — Increases related to foreign exchange 24 — — Valuation allowance at end of year $ 7,858 $ 4,577 $ 1,812 |
Schedule of income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. | Years Under Additional Examination Open Years Jurisdiction U.S. Federal None 2018 - 2020 United Kingdom None 2016 - 2020 Canada None 2016 - 2020 Australia None 2016 - 2020 Israel None 2019 France None 2019 - 2020 |
Schedule of changes in the unrecognized tax benefits | December 31, 2021 2020 2019 (in thousands) Unrecognized tax benefits at beginning of year $ 2,592 $ 1,091 $ 211 Current year increase 1,621 1,598 920 Statute expiration (76) (94) (41) Currency 2 (1) 7 Tax rate changes — (2) (6) Unrecognized tax benefits at end of year $ 4,139 $ 2,592 $ 1,091 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stock Based Compensation | |
Summary of stock-based compensation expense | Year Ended December 31, 2021 2020 2019 (in thousands) Subscription cost of revenue $ 1,735 $ 675 $ 141 Professional services and other cost of revenue 1,711 397 80 Sales and marketing 14,921 4,467 1,407 Research and development 20,702 5,294 1,364 General and administrative 16,731 5,791 3,340 Total $ 55,800 $ 16,624 $ 6,332 |
Summary of the status of the Company's unvested RSUs and activity | Weighted Average Grant Date Shares Fair Value Unvested as of December 31, 2020 2,504,148 $ 19.84 Granted 2,652,923 23.04 Converted from LTIP grant 474,095 27.06 Forfeited/canceled (367,646) 20.03 Vested (1,313,398) 22.95 Unvested as of December 31, 2021 3,950,122 $ 21.81 |
Summary of the status of the Company's unvested PSUs and activity | Weighted Average Grant Date Shares Fair Value Unvested as of December 31, 2020 — $ — Granted 728,805 20.98 Forfeited/canceled (109,779) 23.44 Vested (7,341) 22.88 Unvested as of December 31, 2021 611,685 $ 20.52 |
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, 2020 4,044,616 $ 9.49 6.5 $ 77,454 Granted — — Forfeited/canceled (308,687) 9.39 Exercised (404,147) 8.93 8,087 Outstanding as of December 31, 2021 3,331,782 $ 9.57 5.5 $ 44,355 As of December 31, 2021: Vested and expected to vest 3,331,782 $ 9.57 5.5 $ 44,355 Vested and exercisable 1,656,849 $ 9.23 5.3 $ 22,610 |
Stock Options | |
Stock Based Compensation | |
Summary of assumptions used | Risk-free rate 1.7 % Expected term 2.3 years Dividend yield — Volatility 47.0 % Grant date fair value of awards granted during the period $4.41 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Operating Leases | |
Schedule of components of lease cost and supplemental information | Year Ended December 31, Year Ended December 31, 2021 2020 (in thousands) Lease costs: Operating lease costs $ 3,991 $ 3,716 Short-term lease costs 158 407 Variable lease costs 2,214 2,060 Total lease costs $ 6,363 $ 6,183 Year Ended December 31, Year Ended December 31, 2021 2020 (in thousands) Other information: Cash paid for the amounts included in the measurement of lease liabilities within operating cash flows $ 4,161 $ 4,005 December 31, December 31, 2021 2020 Weighted-average: Remaining lease term 4.3 years 5.1 years Discount rate 3.8 % 3.7 % |
Summary of maturities of remaining lease payments | Year Ending December 31, December 31, 2021 (in thousands) 2022 $ 4,945 2023 4,849 2024 4,458 2025 3,379 2026 1,914 Thereafter 481 Total lease payments 20,026 Less: imputed interest (1,556) Total operating lease liability $ 18,470 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 | Year Ended December 31, 2021 2020 2019 (in thousands, except per share amounts) Numerator: Net loss $ (64,391) $ (11,891) $ (1,504) Denominator: Weighted-average common stock outstanding - basic and diluted 82,302 80,430 68,906 Net loss per share: Basic and diluted $ (0.78) $ (0.15) $ (0.02) |
Summary of shares excluded from the computation of diluted net loss per share for the periods presented, as their effect would have been antidilutive | Year Ended December 31, 2021 2020 2019 (in thousands) RSUs 3,950 2,504 1,416 Stock options 1,869 2,322 3,958 Other awards 112 206 — Total antidilutive shares 5,931 5,032 5,374 |
Condensed Financial Informati_2
Condensed Financial Information of Registrant (Parent Company Only) (Tables) - Reportable Legal Entities [Member] - Parent Company [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Condensed Balance Sheets | Ping Identity Holding Corp. (Parent Company Only) Condensed Balance Sheets (In thousands, except share amounts) December 31, 2021 2020 Assets Current assets: Cash and cash equivalents $ — $ — Total current assets — — Noncurrent assets: Investment in subsidiaries 741,405 721,110 Total noncurrent assets 741,405 721,110 Total assets $ 741,405 $ 721,110 Liabilities and stockholders' equity Current liabilities: Current liabilities $ — $ — Total current liabilities — — Noncurrent liabilities: Liabilities, noncurrent — — Total noncurrent liabilities — — Total liabilities — — Commitments and contingencies Stockholders' equity: Preferred stock; $0.001 par value; 50,000,000 shares authorized at December 31, 2021 and December 31, 2020; no shares issued or outstanding at December 31, 2021 or December 31, 2020 — — Common stock; $0.001 par value; 500,000,000 shares authorized at December 31, 2021 and December 31, 2020; 83,754,449 and 81,163,896 shares issued outstanding 84 81 Additional paid-in capital 824,455 739,051 Accumulated other comprehensive income 652 1,373 Accumulated deficit (83,786) (19,395) Total stockholders' equity 741,405 721,110 Total liabilities and stockholders' equity $ 741,405 $ 721,110 |
Condensed Statements of Operations | Ping Identity Holding Corp. (Parent Company Only) Condensed Statements of Operations (In thousands) Year Ended December 31, 2021 2020 2019 Revenue $ — $ — $ — Operating expenses — — — Income from operations — — — Other income (expense), net — — — Income before income taxes and equity in net income of subsidiaries — — — Benefit for income taxes — — — Equity in net loss of subsidiaries (64,391) (11,891) (1,504) Net loss $ (64,391) $ (11,891) $ (1,504) |
Condensed Statements of Comprehensive Income (Loss) | Ping Identity Holding Corp. (Parent Company Only) Condensed Statements of Comprehensive Loss (In thousands) Year Ended December 31, 2021 2020 2019 Net loss $ (64,391) $ (11,891) $ (1,504) Other comprehensive income (loss), net of tax: Subsidiaries' other comprehensive income (loss) (721) 1,772 388 Total other comprehensive income (loss) (721) 1,772 388 Comprehensive loss $ (65,112) $ (10,119) $ (1,116) |
Overview and Basis of Present_3
Overview and Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 22, 2019 | Sep. 23, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Overview and Basis of Presentation | ||||
Shares issued | 1,875,000 | 12,500,000 | ||
Net proceeds | $ 200,531 | |||
Offering expenses | $ 295 | $ 5,164 | ||
IPO | ||||
Overview and Basis of Presentation | ||||
Shares issued | 12,500,000 | |||
Offering price | $ 15 | |||
Net proceeds | $ 194,600 | |||
Payments of underwriting discounts and commissions | 15,100 | |||
Offering expenses | 5,900 | |||
Repayment of debt | $ 170,300 | |||
Over-Allotment Option | ||||
Overview and Basis of Presentation | ||||
Shares issued | 1,875,000 | |||
Repayment of debt | $ 26,100 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Stock split (Details) | Sep. 05, 2019shares | Dec. 31, 2021shares | Dec. 31, 2020shares | Sep. 23, 2019shares | Sep. 04, 2019shares |
Summary of Significant Accounting Policies | |||||
Stock split ratio | 170 | ||||
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 85,000,000 | |
Preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | 34,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Revenue by geographic area (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Disaggregation of Revenue | |||
Number of operating segments | segment | 1 | ||
Total revenue | $ 299,449 | $ 243,589 | $ 242,898 |
Total long-lived assets | 23,105 | 25,065 | |
United States | |||
Disaggregation of Revenue | |||
Total revenue | 222,425 | 179,665 | 188,283 |
Total long-lived assets | 16,123 | 18,367 | |
Israel | |||
Disaggregation of Revenue | |||
Total long-lived assets | 2,925 | 2,122 | |
International | |||
Disaggregation of Revenue | |||
Total revenue | 77,024 | 63,924 | $ 54,615 |
Total long-lived assets | $ 4,057 | $ 4,576 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Deferred Commissions (Details) | Dec. 31, 2021 |
Summary of Significant Accounting Policies | |
Amortization period | 4 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Concentrations of Credit Risk (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts receivable | Customer concentration risk | Reseller A | |
Concentrations of Credit Risk | |
Concentration percentage | 15.00% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Property And Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer equipment | |
Property and Equipment | |
Useful Life | 3 years |
Purchased computer software | Minimum | |
Property and Equipment | |
Useful Life | 1 year |
Purchased computer software | Maximum | |
Property and Equipment | |
Useful Life | 3 years |
Furniture and fixtures | Minimum | |
Property and Equipment | |
Useful Life | 3 years |
Furniture and fixtures | Maximum | |
Property and Equipment | |
Useful Life | 5 years |
Leasehold improvements | Maximum | |
Property and Equipment | |
Useful Life | 10 years |
Other | Minimum | |
Property and Equipment | |
Useful Life | 3 years |
Other | Maximum | |
Property and Equipment | |
Useful Life | 5 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Capitalized Software Cost and Goodwill (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)item | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Capitalized Software Costs | |||
Number of reporting unit for goodwill impairment test | item | 1 | ||
Goodwill impairment | $ | $ 0 | $ 0 | $ 0 |
Capitalized internal-use software | |||
Capitalized Software Costs | |||
Useful life | 4 years | ||
Purchased Software | |||
Capitalized Software Costs | |||
Useful life | 3 years |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible Assets | |||
Impairment of indefinite-lived intangible assets | $ 0 | $ 0 | $ 0 |
Developed technology | |||
Intangible Assets | |||
Weighted Average Useful Life | 7 years 8 months 12 days | ||
Developed technology | Minimum | |||
Intangible Assets | |||
Useful life | 4 years | ||
Developed technology | Maximum | |||
Intangible Assets | |||
Useful life | 9 years | ||
Customer relationships | |||
Intangible Assets | |||
Weighted Average Useful Life | 12 years 8 months 12 days | ||
Customer relationships | Minimum | |||
Intangible Assets | |||
Useful life | 3 years | ||
Customer relationships | Maximum | |||
Intangible Assets | |||
Useful life | 13 years | ||
Trade names | |||
Intangible Assets | |||
Useful life | 10 years | ||
Weighted Average Useful Life | 10 years | ||
Product backlog | |||
Intangible Assets | |||
Useful life | 3 years | ||
Weighted Average Useful Life | 3 years |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Deferred Debt Issuance Costs (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 22, 2019 | |
Advertising Costs | ||||
Advertising expenses | $ 9.8 | $ 5.3 | $ 1.9 | |
2018 Revolver | ||||
Deferred Debt Issuance Costs | ||||
Deferred debt issuance costs | 0.8 | |||
2018 Term Loan | ||||
Deferred Debt Issuance Costs | ||||
Deferred debt issuance costs | $ 4.6 | |||
2019 Credit Agreement | ||||
Deferred Debt Issuance Costs | ||||
Total deferred debt issuance costs | 1.2 | |||
Deferred debt issuance costs | 0.6 | 1 | ||
2021 Credit Agreement | ||||
Deferred Debt Issuance Costs | ||||
Total deferred debt issuance costs | 8.1 | |||
2019 and 2021 Credit Agreements | ||||
Deferred Debt Issuance Costs | ||||
Deferred debt issuance costs | $ 7.7 | $ 1 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Stock Based Compensation (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Options | |||
Summary of Significant Accounting Policies | |||
Granted | 0 | 0 | 0 |
Time-based options. | |||
Summary of Significant Accounting Policies | |||
Granted | 0 | 0 | 0 |
Performance and market based options | |||
Summary of Significant Accounting Policies | |||
Risk-free rate | 0.12% | ||
Expected term | 1 year 8 months 12 days | ||
Volatility | 65.00% | ||
Weighted-average grant date fair value of options granted during period | $ 19.94 | ||
Granted | 0 | 0 |
Revenue Recognition and Defer_3
Revenue Recognition and Deferred Commissions - Revenue by category (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue | |||
Total revenue | $ 299,449 | $ 243,589 | $ 242,898 |
Subscription term-based licenses | |||
Disaggregation of Revenue | |||
Total revenue | 172,512 | 144,544 | 161,406 |
Multi-year subscription term-based licenses | |||
Disaggregation of Revenue | |||
Total revenue | 110,044 | 86,578 | 113,151 |
1-year subscription term-based licenses | |||
Disaggregation of Revenue | |||
Total revenue | 62,468 | 57,966 | 48,255 |
Subscription revenue | |||
Disaggregation of Revenue | |||
Total revenue | 279,294 | 224,131 | 225,345 |
Subscription SaaS | |||
Disaggregation of Revenue | |||
Total revenue | 57,617 | 38,072 | 26,626 |
Maintenance and support | |||
Disaggregation of Revenue | |||
Total revenue | 49,165 | 41,515 | 37,313 |
Professional services and other | |||
Disaggregation of Revenue | |||
Total revenue | $ 20,155 | $ 19,458 | $ 17,553 |
Revenue Recognition and Defer_4
Revenue Recognition and Deferred Commissions - Contract assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Contract assets | |||
Beginning balance | $ 73,791 | $ 86,010 | $ 67,468 |
Ending balance | 70,997 | 73,791 | 86,010 |
Change | $ (2,794) | $ (12,219) | $ 18,542 |
Revenue Recognition and Defer_5
Revenue Recognition and Deferred Commissions - Contract liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Contract liabilities | |||
Beginning balance | $ 52,398 | $ 47,507 | $ 35,367 |
Ending balance | 77,541 | 52,398 | 47,507 |
Change | $ 25,143 | $ 4,891 | $ 12,140 |
Revenue Recognition and Defer_6
Revenue Recognition and Deferred Commissions - Deferred revenue recognized as revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred revenue recognized as revenue | |||
Deferred revenue recognized as revenue | $ 50,926 | $ 44,800 | $ 33,100 |
Revenue Recognition and Defer_7
Revenue Recognition and Deferred Commissions - Remaining performance obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 $ in Millions | Dec. 31, 2021USD ($) |
Remaining Performance Obligations | |
Transaction price allocated to remaining performance obligations | $ 273.9 |
Percentage expected to be recognized as revenue | 82.00% |
Expected to be recognized as revenue, period | 24 months |
Revenue Recognition and Defer_8
Revenue Recognition and Deferred Commissions - Deferred commissions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |||
Beginning balance | $ 15,929 | $ 13,670 | $ 11,033 |
Additions to deferred commissions | 24,734 | 10,304 | 9,060 |
Amortization of deferred commissions | (10,823) | (8,045) | (6,423) |
Ending balance | 29,840 | 15,929 | 13,670 |
Deferred commissions, current | 10,460 | 6,604 | 5,814 |
Deferred commissions, noncurrent | 19,380 | 9,325 | 7,856 |
Total deferred commissions | $ 29,840 | $ 15,929 | $ 13,670 |
Allowances for Expected Credi_3
Allowances for Expected Credit Losses (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Accounts Receivable | |
Beginning balance | $ 828 |
Provision for credit losses, net of recoveries | 366 |
Write-offs | (584) |
Ending balance | 610 |
Contract Assets | |
Beginning balance | 87 |
Provision for credit losses, net of recoveries | 106 |
Write-offs | (37) |
Ending balance | $ 156 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - Recurring - Money market funds - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value of Financial Instruments | ||
Cash and cash equivalents | $ 181,009 | $ 113,083 |
Level 1 | ||
Fair Value of Financial Instruments | ||
Cash and cash equivalents | $ 181,009 | $ 113,083 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property and Equipment | |||
Property and equipment, gross | $ 22,351 | $ 19,519 | |
Less: Accumulated depreciation | (12,955) | (10,073) | |
Property and equipment, net | 9,396 | 9,446 | |
Depreciation expense | 3,700 | 3,700 | $ 3,100 |
Computer equipment | |||
Property and Equipment | |||
Property and equipment, gross | 8,117 | 6,581 | |
Furniture and fixtures | |||
Property and Equipment | |||
Property and equipment, gross | 4,331 | 3,887 | |
Purchased computer software | |||
Property and Equipment | |||
Property and equipment, gross | 785 | 785 | |
Leasehold improvements | |||
Property and Equipment | |||
Property and equipment, gross | 8,670 | 7,818 | |
Other | |||
Property and Equipment | |||
Property and equipment, gross | $ 448 | $ 448 |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Consideration (Details) - USD ($) $ in Thousands | Sep. 27, 2021 | Dec. 31, 2021 |
Business Combinations | ||
Common stock issued | $ 32,871 | |
Singular Key, Inc. Acquisition | ||
Business Combinations | ||
Cash, net of cash acquired | 40,310 | |
Common stock issued | 32,871 | |
Total purchase price | $ 73,200 | $ 73,181 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions (Details) - USD ($) $ in Thousands | Sep. 27, 2021 | Jun. 20, 2021 | Oct. 31, 2020 | Mar. 02, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Combinations | ||||||
Pro forma earnings | $ 5,200 | $ 12,100 | ||||
Amortization of intangible assets | 7,400 | |||||
Singular Key, Inc. Acquisition | ||||||
Business Combinations | ||||||
Percentage of voting equity interest acquired | 100.00% | |||||
Total purchase price | $ 73,200 | $ 73,181 | ||||
Common shares issued | 1,260,885 | |||||
SecuredTouch, Inc | ||||||
Business Combinations | ||||||
Percentage of voting equity interest acquired | 100.00% | |||||
Total purchase price | $ 39,700 | |||||
Purchase price adjustment | 200 | |||||
Net loss | $ 4,300 | |||||
Symphonic | ||||||
Business Combinations | ||||||
Percentage of voting equity interest acquired | 100.00% | |||||
Total purchase price | $ 28,800 | |||||
Contingent consideration payable in common stock in year one | 400 | |||||
Contingent consideration payable in common stock in year two | $ 600 | |||||
ShoCard, Inc | ||||||
Business Combinations | ||||||
Percentage of voting equity interest acquired | 100.00% | |||||
Total purchase price | $ 5,500 | |||||
Contingent compensation payable on the first anniversary of acquisition | 3,100 | |||||
Contingent compensation payable on the second anniversary of acquisition | $ 2,300 |
Acquisitions and Dispositions_3
Acquisitions and Dispositions - Fair value of assets acquired and liabilities (Details) - USD ($) $ in Thousands | Sep. 27, 2021 | Jun. 20, 2021 | Oct. 31, 2020 | Mar. 02, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair value of net assets acquired | ||||||
Goodwill | $ 528,548 | $ 441,150 | ||||
Product backlog | ||||||
Fair value of net assets acquired | ||||||
Useful life | 3 years | |||||
Singular Key, Inc. Acquisition | ||||||
Fair value of net assets acquired | ||||||
Goodwill | $ 56,860 | |||||
Other assets | 75 | |||||
Total assets acquired | 78,415 | |||||
Other liabilities | (39) | |||||
Deferred tax liability | (5,195) | |||||
Total liabilities assumed | (5,234) | |||||
Net assets acquired | 73,181 | |||||
Goodwill deductible for tax purposes | 0 | |||||
Acquisition related expenses | $ 800 | |||||
Singular Key, Inc. Acquisition | Developed technology | ||||||
Fair value of net assets acquired | ||||||
Finite-lived intangible assets | $ 21,480 | |||||
Useful life | 4 years | |||||
SecuredTouch, Inc | ||||||
Fair value of net assets acquired | ||||||
Goodwill | $ 30,804 | |||||
Deferred tax asset | 1,216 | 1,200 | ||||
Other assets | 157 | |||||
Total assets acquired | 40,477 | |||||
Deferred revenue | (337) | |||||
Other liabilities | (483) | |||||
Total liabilities assumed | (820) | |||||
Net assets acquired | 39,657 | |||||
Goodwill deductible for tax purposes | 0 | |||||
Acquisition related expenses | $ 500 | |||||
SecuredTouch, Inc | Developed technology | ||||||
Fair value of net assets acquired | ||||||
Finite-lived intangible assets | $ 8,300 | |||||
Useful life | 4 years | |||||
Symphonic | ||||||
Fair value of net assets acquired | ||||||
Goodwill | $ 21,341 | |||||
Contract asset | 1,387 | |||||
Other assets | 373 | |||||
Total assets acquired | 30,955 | |||||
Other liabilities | (253) | |||||
Deferred tax liability | (1,881) | |||||
Total liabilities assumed | (2,134) | |||||
Net assets acquired | 28,821 | |||||
Goodwill deductible for tax purposes | 0 | |||||
Acquisition related expenses | 1,100 | |||||
Symphonic | Developed technology | ||||||
Fair value of net assets acquired | ||||||
Finite-lived intangible assets | $ 6,999 | |||||
Useful life | 6 years | |||||
Symphonic | Product backlog | ||||||
Fair value of net assets acquired | ||||||
Finite-lived intangible assets | $ 609 | |||||
Useful life | 3 years | |||||
Symphonic | Customer relationships | ||||||
Fair value of net assets acquired | ||||||
Finite-lived intangible assets | $ 246 | |||||
Useful life | 3 years | |||||
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 |
Acquisitions and Dispositions_4
Acquisitions and Dispositions - Dispositions (Details) - Identiverse - Disposal Group, Not Discontinued Operations $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Dispositions | |
Estimated proceeds | $ 1.5 |
Gain on asset disposition | 1.4 |
Other Noncurrent Assets | |
Dispositions | |
Estimated proceeds | $ 1.5 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Changes in the carrying amount of the Company's goodwill balance | |
Beginning balance | $ 441,150 |
Additions to goodwill related to acquisitions | 87,664 |
Foreign currency translation adjustment | (266) |
Ending balance | $ 528,548 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total intangible assets subject to amortization | |||
Accumulated Amortization | $ (161,023) | $ (128,563) | |
Net Carrying Value | 190,077 | ||
Total intangible assets not subject to amortization | |||
Total intangible assets | 351,100 | 308,985 | |
Total intangible assets, net | 190,077 | 180,422 | |
Amortization expense | 40,700 | 33,600 | $ 29,900 |
Stock-based compensation expense | 55,800 | 16,624 | 6,332 |
Developed technology | |||
Total intangible assets subject to amortization | |||
Gross Amount | 146,142 | 119,450 | |
Accumulated Amortization | (69,802) | (55,826) | |
Net Carrying Value | 76,340 | 63,624 | |
Customer relationships | |||
Total intangible assets subject to amortization | |||
Gross Amount | 95,131 | 95,135 | |
Accumulated Amortization | (41,326) | (33,724) | |
Net Carrying Value | 53,805 | 61,411 | |
Trade names | |||
Total intangible assets subject to amortization | |||
Gross Amount | 56,778 | 56,718 | |
Accumulated Amortization | (31,093) | (25,424) | |
Net Carrying Value | 25,685 | 31,294 | |
Product backlog | |||
Total intangible assets subject to amortization | |||
Gross Amount | 634 | 642 | |
Accumulated Amortization | (287) | (42) | |
Net Carrying Value | 347 | 600 | |
Capitalized internal-use software | |||
Total intangible assets subject to amortization | |||
Gross Amount | 50,934 | 35,841 | |
Accumulated Amortization | (17,760) | (12,949) | |
Net Carrying Value | 33,174 | 22,892 | |
Total intangible assets not subject to amortization | |||
Amount capitalized | 20,200 | 14,000 | $ 10,500 |
Stock-based compensation expense | 1,200 | 700 | |
Other intangible assets | |||
Total intangible assets subject to amortization | |||
Gross Amount | 1,481 | 1,199 | |
Accumulated Amortization | (755) | (598) | |
Net Carrying Value | $ 726 | $ 601 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortization expense for intangible assets (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Expected amortization expense for intangible assets subject to amortization | |
2022 | $ 47,136 |
2023 | 44,594 |
2024 | 41,081 |
2025 | 28,724 |
2026 | 11,278 |
Thereafter | 17,264 |
Total | $ 190,077 |
Debt (Details)
Debt (Details) | Nov. 23, 2021USD ($)item | Sep. 23, 2019USD ($) | Sep. 01, 2018 | Dec. 31, 2019USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 22, 2019USD ($) | Jan. 25, 2018USD ($) |
Debt | |||||||||
Loss on extinguishment of debt | $ 153,000 | $ 4,532,000 | |||||||
Interest expense | 2,700,000 | $ 2,200,000 | 12,200,000 | ||||||
Long-term debt (net of issuance costs) | 291,154,000 | 149,014,000 | |||||||
Current portion of long-term debt (net of issuance costs) | 1,132,000 | ||||||||
Amortization of debt issuance costs | 357,000 | $ 250,000 | 679,000 | ||||||
IPO | |||||||||
Debt | |||||||||
Repayment of debt | $ 170,300,000 | ||||||||
2018 Term Loan | |||||||||
Debt | |||||||||
Loss on extinguishment of debt | 3,600,000 | ||||||||
Principal amount of debt | $ 250,000,000 | ||||||||
Percentage of principal amount payable quarterly | 0.25% | ||||||||
Deferred debt issuance costs | $ 4,600,000 | ||||||||
2018 Term Loan | IPO | |||||||||
Debt | |||||||||
Repayment of debt | $ 196,400,000 | ||||||||
2018 Term Loan | LIBO rate | |||||||||
Debt | |||||||||
Floor rate (as a percent) | 1.00% | ||||||||
Variable rate spread (as a percent) | 3.75% | ||||||||
2018 Term Loan | Base rate | |||||||||
Debt | |||||||||
Floor rate (as a percent) | 2.00% | ||||||||
Variable rate spread (as a percent) | 2.75% | ||||||||
2018 Revolver | |||||||||
Debt | |||||||||
Principal committed amount | $ 25,000,000 | ||||||||
2019 Credit Agreement | |||||||||
Debt | |||||||||
Loss on extinguishment of debt | 200,000 | 900,000 | |||||||
Principal amount of debt | $ 150,000,000 | 150,000,000 | |||||||
Deferred debt issuance costs | $ 1,000,000 | 600,000 | 1,000,000 | ||||||
2019 Credit Agreement | Minimum | |||||||||
Debt | |||||||||
Commitment fee percentage | 0.20% | ||||||||
Principal amount of debt | $ 10,000,000 | $ 10,000,000 | |||||||
2019 Credit Agreement | Maximum | |||||||||
Debt | |||||||||
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% | ||||||||
2021 Credit Agreement | |||||||||
Debt | |||||||||
Threshold stock repurchases | $ 16,750,000 | ||||||||
Threshold percentage of consolidated EBITDA | 30.00% | ||||||||
Number of quarters | item | 4 | ||||||||
Aggregate amount of dividends | $ 22,000,000 | ||||||||
Consolidated percentage of EBITDA | 40.00% | ||||||||
2021 Credit Agreement | Maximum | |||||||||
Debt | |||||||||
Total leverage ratio as exceptions | 3.50 | ||||||||
2021 Credit Agreement | Period Commencing, Fiscal Quarter Ending June 30, 2022 and Through and Including Fiscal Quarter Ending March 31, 2024 [Member] | |||||||||
Debt | |||||||||
Net leverage ratio | 5.00% | ||||||||
2021 Credit Agreement | Period commencing, Fiscal Quarter Ending June 30, 2024 and Each Fiscal Quarter Thereafter [Member] | |||||||||
Debt | |||||||||
Net leverage ratio | 4.00% | ||||||||
2021 Term Loan Facility | |||||||||
Debt | |||||||||
Deferred debt issuance cost | $ 6,600,000 | ||||||||
Principal amount of debt | $ 300,000,000 | ||||||||
Principal committed amount | $ 300,000,000 | ||||||||
Percentage of principal amount payable quarterly | 0.25% | ||||||||
Floor rate (as a percent) | 0.50% | ||||||||
Interest rate (as a percent) | 4.25% | ||||||||
Subject to prepayment premium percentage | 1.00% | ||||||||
Net of debt issuance costs | $ 1,100,000 | ||||||||
2021 Term Loan Facility | Base rate | |||||||||
Debt | |||||||||
Variable rate spread (as a percent) | 2.75% | ||||||||
2021 Term Loan Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||||||
Debt | |||||||||
Variable rate spread (as a percent) | 3.75% | ||||||||
2021 Revolving Facility | |||||||||
Debt | |||||||||
Principal committed amount | $ 150,000,000 | ||||||||
Proceeds from line of credit | 0 | ||||||||
Deferred debt issuance costs | 800,000 | ||||||||
2021 Revolving Facility | Other Noncurrent Assets | |||||||||
Debt | |||||||||
Deferred debt issuance costs | $ 300,000 | ||||||||
2021 Revolving Facility | Minimum | |||||||||
Debt | |||||||||
Commitment fee percentage | 0.20% | ||||||||
Variable rate spread (as a percent) | 1.25% | ||||||||
2021 Revolving Facility | Maximum | |||||||||
Debt | |||||||||
Commitment fee percentage | 0.35% | ||||||||
Variable rate spread (as a percent) | 2.00% | ||||||||
2021 Revolving Facility | Base rate | Minimum | |||||||||
Debt | |||||||||
Variable rate spread (as a percent) | 0.25% | ||||||||
2021 Revolving Facility | Base rate | Maximum | |||||||||
Debt | |||||||||
Variable rate spread (as a percent) | 1.00% | ||||||||
2021 Revolving Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||||||
Debt | |||||||||
Floor rate (as a percent) | 0.00% | ||||||||
2021 Revolving Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Minimum | |||||||||
Debt | |||||||||
Variable rate spread (as a percent) | 1.25% | ||||||||
2021 Revolving Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Maximum | |||||||||
Debt | |||||||||
Variable rate spread (as a percent) | 2.00% |
Debt - Future principal payment
Debt - Future principal payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Future principal payments on outstanding borrowings | |
2022 | $ 2,250 |
2023 | 3,000 |
2024 | 3,000 |
2025 | 3,000 |
2026 | 3,000 |
Thereafter | 285,750 |
Total | $ 300,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes | ||||
Benefit for income taxes | $ 18,945 | $ 14,256 | $ 8,222 | |
Undistributed earnings of foreign subsidiaries | 8,400 | |||
Net operating loss carryforwards | 115,600 | |||
Interest expense carryforward | 3,100 | |||
Foreign operating loss carryforward | 18,800 | |||
Valuation allowance | 7,858 | 4,577 | 1,812 | $ 1,812 |
Interest or penalties on unrecognized tax benefits | 0 | $ 0 | $ 0 | |
Research and development | ||||
Income Taxes | ||||
U.S operating loss carryforward | 10,800 | |||
Foreign operating loss carryforward | 5,400 | |||
NOL carryforward that will expire prior to utilization | 2,500 | |||
Maximum | ||||
Income Taxes | ||||
Withholding tax payable on unremitted earnings | $ 200 |
Income Taxes - Loss from Contin
Income Taxes - Loss from Continuing Operations Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | |||
United States | $ (81,184) | $ (29,589) | $ (12,707) |
Foreign | (2,152) | 3,442 | 2,981 |
Loss before income taxes | $ (83,336) | $ (26,147) | $ (9,726) |
Income Taxes - Benefit (provisi
Income Taxes - Benefit (provision) For Income Taxes From Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current | |||
Federal | $ (404) | ||
State | $ (28) | 90 | $ (711) |
Foreign | (833) | (318) | (446) |
Total current expense | (861) | (632) | (1,157) |
Deferred | |||
Federal | 14,478 | 11,441 | 3,266 |
State | 3,467 | 1,784 | 5,280 |
Foreign | 1,861 | 1,663 | 833 |
Total deferred benefit (expense) | 19,806 | 14,888 | 9,379 |
Benefit (provision) for income taxes | $ 18,945 | $ 14,256 | $ 8,222 |
Income Taxes - Difference From
Income Taxes - Difference From Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Amount | |||
Statutory U.S. federal income taxes | $ 17,500 | $ 5,491 | $ 2,042 |
State income taxes, net of federal taxes | 2,734 | 2,145 | 482 |
Foreign taxes rate differential | 198 | 80 | 49 |
Tax rate changes | 367 | 303 | 2,726 |
Contingent deal consideration | (301) | (411) | (610) |
Meals and entertainment | (499) | (254) | (826) |
GILTI inclusion | (911) | (130) | (820) |
Transaction Cost | (269) | (125) | 116 |
Fines and penalties | (370) | (2) | (5) |
Stock-based compensation | 470 | 5,021 | 293 |
Transportation costs | (85) | (116) | (120) |
Withholding tax on foreign dividend | (366) | ||
Return to provision | 217 | 2,048 | 178 |
R&D credits | 5,397 | 3,333 | 5,678 |
Uncertain tax positions | (1,621) | (1,598) | (920) |
Change in valuation allowance | (3,257) | (1,370) | |
Other | (625) | 207 | (41) |
Benefit (provision) for income taxes | $ 18,945 | $ 14,256 | $ 8,222 |
Percent | |||
Statutory U.S. federal income taxes | (21.00%) | (21.00%) | (21.00%) |
State income taxes, net of federal taxes | (3.30%) | (8.20%) | (5.00%) |
Foreign taxes rate differential | (0.20%) | (0.30%) | (0.50%) |
Tax rate changes | (0.40%) | (1.20%) | (28.00%) |
Contingent deal consideration | 0.40% | 1.60% | 6.30% |
Meals and entertainment | 0.60% | 1.00% | 8.50% |
GILTI inclusion | 1.10% | 0.50% | 8.40% |
Transaction cost | 0.30% | 0.50% | (1.20%) |
Fines and penalties | 0.40% | 0.10% | |
Stock-based compensation | (0.60%) | (19.20%) | (3.00%) |
Transportation costs | 0.10% | 0.40% | 1.20% |
Withholding tax on foreign dividend | 1.40% | ||
Return to provision | (0.30%) | (7.80%) | (1.80%) |
R&D credits | (6.40%) | (12.70%) | (58.40%) |
Uncertain tax positions | 1.90% | 6.10% | 9.50% |
Change in valuation allowance | 3.90% | 5.20% | |
Other | 0.80% | (0.80%) | 0.40% |
Benefit (provision) for income taxes | (22.70%) | (54.50%) | (84.50%) |
Income Taxes - Components of de
Income Taxes - Components of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets | ||||
Fixed assets and intangible assets | $ 23 | $ 96 | ||
Tax credits (net of uncertain tax position) | 15,920 | 12,546 | ||
Deferred share-based compensation | 9,405 | 3,726 | ||
Loss and other carryforwards (net of uncertain tax position) | 32,460 | 29,048 | ||
Operating lease liabilities | 3,086 | 3,835 | ||
Deferred revenue | 56 | |||
Other | 1,137 | 149 | ||
Gross deferred tax assets | 62,087 | 49,400 | ||
Valuation allowance | (7,858) | (4,577) | $ (1,812) | $ (1,812) |
Net deferred tax asset | 54,229 | 44,823 | ||
Deferred tax liabilities | ||||
Accruals and reserves | (2,215) | (1,357) | ||
Fixed assets and intangible assets | (47,150) | (45,898) | ||
Deferred revenue | (7,658) | |||
Operating lease right-of-use assets | (1,957) | (2,474) | ||
Other, net | (946) | (1,341) | ||
Gross deferred tax liabilities | (52,268) | (58,728) | ||
Net deferred tax liability | $ (13,905) | |||
Net deferred tax asset | $ 1,961 |
Income Taxes - Components of ne
Income Taxes - Components of net deferred income tax liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Taxes | ||
Noncurrent deferred tax assets | $ 6,201 | $ 3,962 |
Noncurrent deferred tax liabilities | (4,240) | (17,867) |
Net deferred tax liability | $ (13,905) | |
Net deferred tax asset | $ 1,961 |
Income Taxes - Changes in the v
Income Taxes - Changes in the valuation allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | ||
Valuation allowance at beginning of year | $ 4,577 | $ 1,812 |
Increases recorded to income tax provision | 4,562 | 1,370 |
Decreases recorded as benefit to income tax provision | (1,305) | |
Increases recorded to acquisition purchase accounting | 1,395 | |
Increases related to foreign exchange | 24 | |
Valuation allowance at end of year | $ 7,858 | $ 4,577 |
Income Taxes - Changes in the U
Income Taxes - Changes in the Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | |||
Unrecognized tax benefits at beginning of the year | $ 2,592 | $ 1,091 | $ 211 |
Current year increase | 1,621 | 1,598 | 920 |
Statute expiration | (76) | (94) | (41) |
Currency (Decrease) | (1) | ||
Currency (increase) | 2 | 7 | |
Tax rate changes | (2) | (6) | |
Unrecognized tax benefits at end of the year | $ 4,139 | $ 2,592 | $ 1,091 |
Stockholders' Equity - Common s
Stockholders' Equity - Common stock and Preferred stock (Details) | Oct. 22, 2019shares | Sep. 23, 2019shares | Dec. 31, 2021item$ / sharesshares | Dec. 31, 2020$ / sharesshares | Sep. 05, 2019shares | Sep. 04, 2019shares |
Common stock | ||||||
Common stock, authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 85,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||
Number of votes per share | item | 1 | |||||
Shares issued | 1,875,000 | 12,500,000 | ||||
Preferred stock | ||||||
Preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | 34,000,000 | |
Preferred stock, outstanding (in shares) | 0 | 0 |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2016 | |
Stock-Based Compensation | ||||
Stock-based compensation expense | $ 55,800 | $ 16,624 | $ 6,332 | |
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 | 14,131,549 | |||
Cost of revenue - Subscription | ||||
Stock-Based Compensation | ||||
Stock-based compensation expense | $ 1,735 | 675 | 141 | |
Professional services and other cost of revenue | ||||
Stock-Based Compensation | ||||
Stock-based compensation expense | 1,711 | 397 | 80 | |
Sales and marketing | ||||
Stock-Based Compensation | ||||
Stock-based compensation expense | 14,921 | 4,467 | 1,407 | |
Research and development | ||||
Stock-Based Compensation | ||||
Stock-based compensation expense | 20,702 | 5,294 | 1,364 | |
General and administrative | ||||
Stock-Based Compensation | ||||
Stock-based compensation expense | $ 16,731 | $ 5,791 | $ 3,340 |
Stock-Based Compensation - Long
Stock-Based Compensation - Long-term Incentive plan (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2021 | Sep. 23, 2019 | |
Long-term incentive plan | IPO | |||
Stock Based Compensation | |||
Sharebased Arrangement Adjustments To Realize Minimum Cash Return On Investment | $ 1,491 | ||
RSUs | |||
Stock Based Compensation | |||
RSUs granted | 2,652,923 | ||
RSUs | 2019 Omnibus Incentive Plan | |||
Stock Based Compensation | |||
RSUs granted | 948,250 | ||
RSUs subject to performance and market conditions | |||
Stock Based Compensation | |||
Stock-based compensation expense from conversion | $ 12.8 |
Stock-Based Compensation - Othe
Stock-Based Compensation - Other Liability-Classified Awards (Details) - USD ($) $ in Thousands | Mar. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2020 | Mar. 02, 2020 |
Stock Based Compensation | ||||||
Stock-based compensation expense | $ 55,800 | $ 16,624 | $ 6,332 | |||
Liability-Classified Awards | Tranche one | ||||||
Stock Based Compensation | ||||||
Liability classified awards settled | 300 | |||||
forfeiture of contingent consideration-liability classified awards | 100 | |||||
Amount of adjustments to additional paid in capital due to reclassification of liability-classified awards upon settlement | $ 300 | |||||
Shares issued | 14,664 | |||||
Reclassification of liability-classified awards upon settlement | $ 300 | |||||
Liability-Classified Awards | Tranche Two | ||||||
Stock Based Compensation | ||||||
forfeiture of contingent consideration-liability classified awards | 100 | |||||
Contingent consideration-liability classified awards outstanding | 500 | |||||
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 | ||||||
Liability classified awards settled | $ 3,100 | |||||
Shares issued | 123,192 | |||||
Stock-based compensation expense | 2,700 | $ 2,600 | ||||
ShoCard, Inc | Liability-Classified Awards | Tranche Two | ||||||
Stock Based Compensation | ||||||
Contingent consideration-liability classified awards outstanding | $ 2,300 | |||||
Symphonic | ||||||
Stock Based Compensation | ||||||
Contingent consideration payable in common stock in year one | $ 400 | |||||
Contingent consideration payable in common stock in year two | $ 600 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units (Details) - RSUs - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Based Compensation | |||
Weighted-average grant-date fair value | $ 23.65 | $ 21.74 | $ 16.49 |
Total intrinsic value | $ 30.4 | $ 10.9 | $ 0.7 |
Total unrecognized compensation | $ 71.2 | ||
Unrecognized compensation, recognition period | 2 years 8 months 12 days | ||
Shares | |||
Unvested as of December 31, 2020 | 2,504,148 | ||
Granted | 2,652,923 | ||
Converted from LTIP grant | 474,095 | ||
Forfeited/canceled | (367,646) | ||
Vested | (1,313,398) | ||
Unvested as of December 31, 2021 | 3,950,122 | 2,504,148 | |
Weighted Average Grant Date Fair Value | |||
Unvested as of December 31, 2020 | $ 19.84 | ||
Granted | 23.04 | ||
Converted from LTIP grant | 27.06 | ||
Forfeited/canceled | 20.03 | ||
Vested | 22.95 | ||
Unvested as of December 31, 2021 | $ 21.81 | $ 19.84 | |
Minimum | |||
Stock Based Compensation | |||
Vesting period | 1 year | ||
Maximum | |||
Stock Based Compensation | |||
Vesting period | 4 years |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 23, 2019 | |
Stock Based Compensation | |||||||
Stock-based compensation expense | $ 55,800 | $ 16,624 | $ 6,332 | ||||
Long-term incentive plan | IPO | |||||||
Stock Based Compensation | |||||||
Sharebased Arrangement Adjustments To Realize Minimum Cash Return On Investment | $ 1,491,000 | ||||||
2019 Omnibus Incentive Plan | Tranche one | |||||||
Stock Based Compensation | |||||||
Vesting percentage | 0.00% | ||||||
RSUs | |||||||
Stock Based Compensation | |||||||
Weighted-average grant-date fair value | $ 23.65 | $ 21.74 | $ 16.49 | ||||
Vested | 1,313,398 | ||||||
Total unrecognized compensation | $ 71,200 | $ 71,200 | |||||
Unrecognized compensation, recognition period | 2 years 8 months 12 days | ||||||
Shares | |||||||
Unvested as of December 31, 2020 | 2,504,148 | 2,504,148 | |||||
Granted | 2,652,923 | ||||||
Converted from LTIP grant | 474,095 | ||||||
Forfeited/canceled | (367,646) | ||||||
Vested | (1,313,398) | ||||||
Unvested as of December 31, 2021 | 3,950,122 | 3,950,122 | 2,504,148 | ||||
Weighted Average Grant Date Fair Value | |||||||
Unvested as of December 31, 2020 | $ 19.84 | $ 19.84 | |||||
Granted | 23.65 | $ 21.74 | $ 16.49 | ||||
Granted | 23.04 | ||||||
Converted from LTIP grant | 27.06 | ||||||
Forfeited/canceled | 20.03 | ||||||
Vested | 22.95 | ||||||
Unvested as of December 31, 2021 | $ 21.81 | 21.81 | $ 19.84 | ||||
RSUs | 2019 Omnibus Incentive Plan | |||||||
Shares | |||||||
Granted | 948,250 | ||||||
PSUs | |||||||
Stock Based Compensation | |||||||
Weighted-average grant-date fair value | $ 20.98 | ||||||
Vested | 7,341 | 0 | 0 | ||||
Total intrinsic value | $ 200 | $ 200 | |||||
Shares | |||||||
Granted | 728,805 | ||||||
Forfeited/canceled | (109,779) | ||||||
Vested | (7,341) | 0 | 0 | ||||
Unvested as of December 31, 2021 | 611,685 | 611,685 | |||||
Weighted Average Grant Date Fair Value | |||||||
Granted | $ 20.98 | ||||||
Forfeited/canceled | 23.44 | ||||||
Vested | 22.88 | ||||||
Unvested as of December 31, 2021 | $ 20.52 | $ 20.52 | |||||
Performance and market conditions PSUs | |||||||
Stock Based Compensation | |||||||
Weighted-average grant-date fair value | $ 28.33 | ||||||
Shares | |||||||
Granted | 38,503 | ||||||
Weighted Average Grant Date Fair Value | |||||||
Granted | $ 28.33 | ||||||
Performance and market conditions PSUs | Long-term incentive plan | |||||||
Stock Based Compensation | |||||||
Sharebased Arrangement Adjustments To Realize Minimum Cash Return On Investment | $ 1,491,000 | ||||||
Weighted-average grant-date fair value | $ 19.94 | ||||||
Stock-based compensation expense | $ 8,400 | ||||||
Total unrecognized compensation | $ 300 | $ 300 | |||||
Unrecognized compensation, recognition period | 2 months 12 days | ||||||
Shares | |||||||
Granted | 474,155 | ||||||
Weighted Average Grant Date Fair Value | |||||||
Granted | $ 19.94 | ||||||
Performance and market conditions PSUs | 2019 Omnibus Incentive Plan | |||||||
Stock Based Compensation | |||||||
Vesting period | 2 years | ||||||
Weighted-average grant-date fair value | $ 22.88 | $ 21.93 | |||||
Total unrecognized compensation | $ 900 | $ 900 | |||||
Unrecognized compensation, recognition period | 6 months | ||||||
Shares | |||||||
Granted | 208,806 | ||||||
Weighted Average Grant Date Fair Value | |||||||
Granted | $ 22.88 | $ 21.93 | |||||
Performance and market conditions PSUs | 2019 Omnibus Incentive Plan | Tranche Two | |||||||
Stock Based Compensation | |||||||
Vesting percentage | 50.00% | ||||||
Performance and market conditions PSUs | 2019 Omnibus Incentive Plan | Tranche Three | |||||||
Stock Based Compensation | |||||||
Vesting percentage | 100.00% |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options (Details) - USD ($) $ in Thousands, shares in Millions | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 23, 2019 | Sep. 22, 2019 | |
Stock Based Compensation | |||||
Stock-based compensation expense | $ 55,800 | $ 16,624 | $ 6,332 | ||
Stock Options | |||||
Stock Based Compensation | |||||
Granted | 0 | 0 | 0 | ||
Contractual life | 10 years | ||||
Stock-based compensation expense | $ 6,400 | ||||
Unamortized stock-based compensation expense | $ 100 | ||||
Unrecognized compensation, recognition period | 2 months 12 days | ||||
Stock Options | IPO | Tranche one | |||||
Stock Based Compensation | |||||
Sharebased Arrangement Adjustments To Realize Minimum Cash Return On Investment | $ 1,491,000 | ||||
Time-based options | |||||
Stock Based Compensation | |||||
Vesting period | 1 year | ||||
Vesting percentage | 25.00% | ||||
Contractual life | 4 years | ||||
Unamortized stock-based compensation expense | $ 100 | ||||
Unrecognized compensation, recognition period | 2 months 12 days | ||||
Performance and market conditions options | IPO | |||||
Stock Based Compensation | |||||
Sharebased Arrangement Adjustments To Realize Minimum Cash Return On Investment | $ 1,491,000 | ||||
Performance and market conditions options | IPO | Tranche Two | |||||
Stock Based Compensation | |||||
Unamortized stock-based compensation expense | $ 9,000 | $ 5,100 |
Stock-Based Compensation - Comp
Stock-Based Compensation - Company's Stock Option Activity (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Options | |||
Outstanding as of December 31, 2020 | 4,044,616 | ||
Granted | 0 | 0 | 0 |
Forfeited/canceled | (308,687) | ||
Exercised | (404,147) | ||
Outstanding as of September 30, 2021 | 3,331,782 | 4,044,616 | |
Vested and expected to vest | 3,331,782 | ||
Vested and exercisable | 1,656,849 | ||
Weighted Average Exercise Price | |||
Outstanding as of December 31, 2020 | $ 9.49 | ||
Forfeited/cancelled | 9.39 | ||
Exercised | 8.93 | ||
Outstanding as of September 30, 2021 | 9.57 | $ 9.49 | |
Vested and expected to vest | 9.57 | ||
Vested and exercisable | $ 9.23 | ||
Weighted Average Remaining Contractual Term (in years) | |||
Outstanding | 5 years 6 months | 6 years 6 months | |
Vested and expected to vest | 5 years 6 months | ||
Vested and exercisable | 5 years 3 months 18 days | ||
Aggregate Intrinsic Value | |||
Outstanding as of December 31, 2020 (in dollars) | $ 77,454 | ||
Exercised (in dollars) | 8,087 | $ 26,200 | $ 2,000 |
Outstanding as of September 30, 2021 (in dollars) | 44,355 | $ 77,454 | |
Vested and expected to vest (in dollars) | 44,355 | ||
Vested and exercisable (in dollars) | $ 22,610 |
Stock-Based Compensation - Mark
Stock-Based Compensation - Market Conditions (Details) - IPO - Stock Options - Tranche Two | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Assumptions used | |
Risk-free rate | 1.70% |
Expected term | 2 years 3 months 18 days |
Volatility | 47.00% |
Weighted-average fair value of modified options | $ 4.41 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 23, 2021 | Jan. 25, 2018 | |
2018 Revolver | |||||
Related Party Transactions | |||||
Principal committed amount | $ 25,000 | ||||
2021 Term Loan Facility | |||||
Related Party Transactions | |||||
Principal committed amount | $ 300,000 | ||||
Vista Equity Partners | |||||
Related Party Transactions | |||||
Total expenses incurred | $ 0 | $ 0 | $ 0 | ||
Vista Equity Partners | 2021 Term Loan Facility | |||||
Related Party Transactions | |||||
Amount drawn | $ 6,500 | ||||
Affiliates of Vista | 2018 Term Loan | |||||
Related Party Transactions | |||||
Repayments of principal | 34,800 | ||||
Repayments of interest | $ 1,700 | ||||
Vista Equity Partners | Maximum | |||||
Related Party Transactions | |||||
Ownership percentage | 40.00% |
Operating Leases - Components o
Operating Leases - Components of Lease Cost and Supplemental information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Leases | ||
Maximum remaining lease term | 9 years | |
Lease costs: | ||
Operating lease costs | $ 3,991 | $ 3,716 |
Short-term lease costs | 158 | 407 |
Variable lease costs | 2,214 | 2,060 |
Total lease costs | 6,363 | 6,183 |
Cash paid for the amounts included in the measurement of lease liabilities within operating cash flows | $ 4,161 | $ 4,005 |
Remaining lease term | 4 years 3 months 18 days | 5 years 1 month 6 days |
Discount rate | 3.80% | 3.70% |
Operating Leases - Future Lease
Operating Leases - Future Lease Payments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2021 | |
Remaining lease payments | ||
2022 | $ 4,945 | |
2023 | 4,849 | |
2024 | 4,458 | |
2025 | 3,379 | |
2026 | 1,914 | |
Thereafter | 481 | |
Total lease payments | 20,026 | |
Less: imputed interest | (1,556) | |
Total operating lease liability | $ 18,470 | |
Future minimum lease payments | ||
Rent expense under noncancelable operating leases | $ 3,600 |
Commitments and Contingencies -
Commitments and Contingencies - Letter of Credit (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Letters of Credit | ||
Letters of credit under an office lease agreement which primarily guaranteed early termination fees in the event of default | $ 0.3 | $ 0.8 |
Commitments and Contingencies_2
Commitments and Contingencies - Purchase Commitments (Details) $ in Millions | Dec. 31, 2021USD ($) |
Purchase Commitments | |
Noncancelable purchase commitments | $ 189.2 |
Commitments and Contingencies_3
Commitments and Contingencies - Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Benefit Plans | |||
Contributions to employee benefit plan | $ 3.6 | $ 3 | $ 2.7 |
Net Loss Per Share - Reconcilia
Net Loss Per Share - Reconciliation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator | |||
Net loss | $ (64,391) | $ (11,891) | $ (1,504) |
Denominator | |||
Weighted-average common stock outstanding - basic (in shares) | 82,302 | 80,430 | 68,906 |
Net loss per share: | |||
Basic (in dollars per share) | $ (0.78) | $ (0.15) | $ (0.02) |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of diluted net loss per share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Shares excluded from the computation of diluted net loss per share | |||
Total antidilutive shares | 5,931 | 5,032 | 5,374 |
RSUs | |||
Shares excluded from the computation of diluted net loss per share | |||
Total antidilutive shares | 3,950 | 2,504 | 1,416 |
Stock Options | |||
Shares excluded from the computation of diluted net loss per share | |||
Total antidilutive shares | 1,869 | 2,322 | 3,958 |
Other awards | |||
Shares excluded from the computation of diluted net loss per share | |||
Total antidilutive shares | 112 | 206 |
Condensed Financial Informati_3
Condensed Financial Information of Registrant (Parent Company Only) - Condensed Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||||
Cash and cash equivalents | $ 220,607 | $ 145,733 | $ 67,637 | |
Total current assets | 401,144 | 316,723 | ||
Noncurrent assets: | ||||
Total noncurrent assets | 776,889 | 673,728 | ||
Total assets | 1,178,033 | 990,451 | ||
Current liabilities: | ||||
Total current liabilities | 121,510 | 80,486 | ||
Noncurrent liabilities: | ||||
Total noncurrent liabilities | 315,118 | 188,855 | ||
Total liabilities | 436,628 | 269,341 | ||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock; $0.001 par value; 50,000,000 shares authorized at December 31, 2021 and December 31, 2020; no shares issued or outstanding at December 31, 2021 or December 31, 2020 | ||||
Common stock; $0.001 par value; 500,000,000 shares authorized at December 31, 2021 and December 31, 2020; 83,754,449 and 81,163,896 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 84 | 81 | ||
Additional paid-in capital | 824,455 | 739,051 | ||
Accumulated other comprehensive income | 652 | 1,373 | ||
Accumulated deficit | (83,786) | (19,395) | ||
Total stockholders' equity | 741,405 | 721,110 | $ 710,471 | $ 509,105 |
Total liabilities and stockholders' equity | 1,178,033 | 990,451 | ||
Reportable Legal Entities | Parent Company | ||||
Noncurrent assets: | ||||
Investment in subsidiaries | 741,405 | 721,110 | ||
Total noncurrent assets | 741,405 | 721,110 | ||
Total assets | 741,405 | 721,110 | ||
Noncurrent liabilities: | ||||
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Preferred stock; $0.001 par value; 50,000,000 shares authorized at December 31, 2021 and December 31, 2020; no shares issued or outstanding at December 31, 2021 or December 31, 2020 | ||||
Common stock; $0.001 par value; 500,000,000 shares authorized at December 31, 2021 and December 31, 2020; 83,754,449 and 81,163,896 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 84 | 81 | ||
Additional paid-in capital | 824,455 | 739,051 | ||
Accumulated other comprehensive income | 652 | 1,373 | ||
Accumulated deficit | (83,786) | (19,395) | ||
Total stockholders' equity | 741,405 | 721,110 | ||
Total liabilities and stockholders' equity | $ 741,405 | $ 721,110 |
Condensed Financial Informati_4
Condensed Financial Information of Registrant (Parent Company Only) (Details) - Condensed Balance Sheet - Parenthetical - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 23, 2019 | Sep. 05, 2019 | Sep. 04, 2019 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | 34,000,000 |
Preferred Stock, Shares Issued | 0 | 0 | |||
Preferred Stock, Shares Outstanding | 0 | 0 | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | 500,000,000 | 85,000,000 | |
Common Stock, Shares, Issued | 83,754,449 | 81,163,896 | |||
Common Stock, Shares, Outstanding | 83,754,449 | 81,163,896 | |||
Reportable Legal Entities | Parent Company | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | |||
Preferred Stock, Shares Issued | 0 | 0 | |||
Preferred Stock, Shares Outstanding | 0 | 0 | |||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | |||
Common Stock, Shares, Issued | 83,754,449 | 81,163,896 | |||
Common Stock, Shares, Outstanding | 83,754,449 | 81,163,896 |
Condensed Financial Informati_5
Condensed Financial Information of Registrant (Parent Company Only) (Details) - Condensed Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 299,449 | $ 243,589 | $ 242,898 |
Operating Expenses | 283,592 | 202,039 | 179,837 |
Income from operations | (79,025) | (26,661) | 7,357 |
Other income (expense), net | (1,148) | 2,947 | 363 |
Benefit for income taxes | (18,945) | (14,256) | (8,222) |
Net income (loss) | (64,391) | (11,891) | (1,504) |
Reportable Legal Entities | Parent Company | |||
Equity in net income (loss) of subsidiaries | (64,391) | (11,891) | (1,504) |
Net income (loss) | $ (64,391) | $ (11,891) | $ (1,504) |
Condensed Financial Informati_6
Condensed Financial Information of Registrant (Parent Company Only) (Details) - Condensed Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net income (loss) | $ (64,391) | $ (11,891) | $ (1,504) |
Total other comprehensive income (loss) | (721) | 1,772 | 388 |
Comprehensive loss | (65,112) | (10,119) | (1,116) |
Reportable Legal Entities | Parent Company | |||
Net income (loss) | (64,391) | (11,891) | (1,504) |
Subsidiaries' other comprehensive income (loss) | (721) | 1,772 | 388 |
Total other comprehensive income (loss) | (721) | 1,772 | 388 |
Comprehensive loss | $ (65,112) | $ (10,119) | $ (1,116) |