Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 19, 2020 | |
Document And Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ALTR | |
Entity Registrant Name | ALTAIR ENGINEERING INC. | |
Entity Central Index Key | 0001701732 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 001-38263 | |
Entity Tax Identification Number | 38-2591828 | |
Entity Address, Address Line One | 1820 East Big Beaver Road | |
Entity Address, City or Town | Troy | |
Entity Address, State or Province | MI | |
Entity Address, Postal Zip Code | 48083 | |
City Area Code | 248 | |
Local Phone Number | 614-2400 | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Class A Common Stock $0.0001 par value per share | |
Security Exchange Name | NASDAQ | |
Class A Common Stock [Member] | ||
Document And Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 43,242,211 | |
Class B Common Stock [Member] | ||
Document And Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 30,415,116 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 245,364 | $ 223,117 |
Accounts receivable, net | 88,514 | 104,984 |
Income tax receivable | 7,091 | 7,264 |
Prepaid expenses and other current assets | 18,834 | 17,092 |
Total current assets | 359,803 | 352,457 |
Property and equipment, net | 34,401 | 36,297 |
Operating lease right of use assets | 33,302 | 28,134 |
Goodwill | 270,651 | 233,683 |
Other intangible assets, net | 56,741 | 67,075 |
Deferred tax assets | 5,631 | 5,791 |
Other long-term assets | 19,174 | 19,708 |
TOTAL ASSETS | 779,703 | 743,145 |
CURRENT LIABILITIES: | ||
Current portion of long-term debt | 430 | 430 |
Accounts payable | 5,413 | 8,585 |
Accrued compensation and benefits | 33,932 | 30,676 |
Current portion of operating lease liabilities | 10,062 | 9,141 |
Other accrued expenses and current liabilities | 25,606 | 28,603 |
Deferred revenue | 74,045 | 75,431 |
Total current liabilities | 149,488 | 152,866 |
Long-term debt, net of current portion | 215,945 | 178,238 |
Operating lease liabilities, net of current portion | 24,395 | 20,174 |
Deferred revenue, non-current | 8,513 | 8,136 |
Other long-term liabilities | 21,123 | 26,672 |
TOTAL LIABILITIES | 419,464 | 386,086 |
Commitments and contingencies | ||
MEZZANINE EQUITY | 784 | 2,352 |
STOCKHOLDERS’ EQUITY: | ||
Preferred stock ($0.0001 par value), authorized 45,000 shares, none issued and outstanding | ||
Additional paid-in capital | 464,803 | 446,633 |
Accumulated deficit | (95,491) | (82,405) |
Accumulated other comprehensive loss | (9,864) | (9,528) |
TOTAL STOCKHOLDERS’ EQUITY | 359,455 | 354,707 |
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY | 779,703 | 743,145 |
Class A Common Stock [Member] | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock | 4 | 4 |
Class B Common Stock [Member] | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock | $ 3 | $ 3 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 45,000,000 | 45,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A Common Stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 513,797,000 | 513,797,000 |
Common stock, shares issued | 42,870,000 | 41,271,000 |
Common stock, shares outstanding | 42,870,000 | 41,271,000 |
Class B Common Stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 41,203,000 | 41,203,000 |
Common stock, shares issued | 30,591,000 | 31,131,000 |
Common stock, shares outstanding | 30,591,000 | 31,131,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total revenue | $ 106,456 | $ 100,406 | $ 336,480 | $ 335,038 |
Total cost of revenue | 29,036 | 31,741 | 88,614 | 95,649 |
Gross profit | 77,420 | 68,665 | 247,866 | 239,389 |
Operating expenses: | ||||
Research and development | 30,678 | 29,667 | 91,115 | 87,012 |
Sales and marketing | 26,998 | 25,790 | 80,903 | 78,462 |
General and administrative | 20,905 | 20,706 | 63,499 | 60,886 |
Amortization of intangible assets | 3,858 | 3,545 | 11,390 | 10,673 |
Other operating income, net | (1,596) | (536) | (3,431) | (1,702) |
Total operating expenses | 80,843 | 79,172 | 243,476 | 235,331 |
Operating (loss) income | (3,423) | (10,507) | 4,390 | 4,058 |
Interest expense | 2,934 | 2,726 | 8,590 | 3,586 |
Other income, net | (782) | (588) | (1,852) | (703) |
(Loss) income before income taxes | (5,575) | (12,645) | (2,348) | 1,175 |
Income tax expense | 2,930 | 3,294 | 10,350 | 7,215 |
Net loss | $ (8,505) | $ (15,939) | $ (12,698) | $ (6,040) |
Loss per share: | ||||
Net loss per share attributable to common stockholders, basic and diluted | $ (0.12) | $ (0.22) | $ (0.17) | $ (0.08) |
Weighted average shares outstanding: | ||||
Weighted average number of shares used in computing net loss per share, basic and diluted | 73,311 | 71,770 | 72,979 | 71,313 |
License [Member] | ||||
Total revenue | $ 55,023 | $ 46,853 | $ 183,584 | $ 180,127 |
Total cost of revenue | 4,477 | 4,371 | 12,851 | 13,146 |
Maintenance and Other Services [Member] | ||||
Total revenue | 32,787 | 30,963 | 94,502 | 85,388 |
Total cost of revenue | 9,626 | 9,548 | 28,583 | 27,509 |
Total Software [Member] | ||||
Total revenue | 87,810 | 77,816 | 278,086 | 265,515 |
Total cost of revenue | 14,103 | 13,919 | 41,434 | 40,655 |
Software Related Services [Member] | ||||
Total revenue | 6,170 | 7,956 | 18,548 | 25,635 |
Total cost of revenue | 4,996 | 6,013 | 15,141 | 19,143 |
Total Software and Related Services [Member] | ||||
Total revenue | 93,980 | 85,772 | 296,634 | 291,150 |
Total cost of revenue | 19,099 | 19,932 | 56,575 | 59,798 |
Client Engineering Services [Member] | ||||
Total revenue | 10,868 | 12,803 | 34,386 | 37,265 |
Total cost of revenue | 8,510 | 10,160 | 27,617 | 29,993 |
Other [Member] | ||||
Total revenue | 1,608 | 1,831 | 5,460 | 6,623 |
Total cost of revenue | $ 1,427 | $ 1,649 | $ 4,422 | $ 5,858 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (8,505) | $ (15,939) | $ (12,698) | $ (6,040) |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation (net of tax effect of $0 for all periods) | 4,572 | (2,988) | (446) | (1,046) |
Retirement related benefit plans (net of tax effect of $0 for all periods) | (58) | 132 | 110 | 376 |
Total other comprehensive income (loss) | 4,514 | (2,856) | (336) | (670) |
Comprehensive loss | $ (3,991) | $ (18,795) | $ (13,034) | $ (6,710) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Foreign currency translation, tax effect | $ 0 | $ 0 | $ 0 | $ 0 |
Retirement related benefit plans, tax effect | $ 0 | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment [Member] | Common Stock [Member]Class A Common Stock [Member] | Common Stock [Member]Class B Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Accumulated Other Comprehensive Loss [Member] |
Beginning balance at Dec. 31, 2018 | $ 293,686 | $ 4 | $ 3 | $ 379,832 | $ (74,863) | $ (11,290) | ||
Beginning balance (in shares) at Dec. 31, 2018 | 38,349 | 32,171 | ||||||
Net income (loss) | 13,019 | 13,019 | ||||||
Exercise of stock options | 458 | 458 | ||||||
Exercise of stock options (in shares) | 397 | |||||||
Vesting of restricted stock (in shares) | 14 | |||||||
Stock-based compensation | 869 | 869 | ||||||
Foreign currency translation, net of tax | 337 | 337 | ||||||
Retirement related benefit plans, net of tax | 228 | 228 | ||||||
Ending balance at Mar. 31, 2019 | 308,597 | $ 4 | $ 3 | 381,159 | (61,844) | (10,725) | ||
Ending balance (in shares) at Mar. 31, 2019 | 38,760 | 32,171 | ||||||
Beginning balance at Dec. 31, 2018 | 293,686 | $ 4 | $ 3 | 379,832 | (74,863) | (11,290) | ||
Beginning balance (in shares) at Dec. 31, 2018 | 38,349 | 32,171 | ||||||
Net income (loss) | (6,040) | |||||||
Foreign currency translation, net of tax | (1,046) | |||||||
Retirement related benefit plans, net of tax | 376 | |||||||
Ending balance at Sep. 30, 2019 | 343,341 | $ 4 | $ 3 | 436,197 | (80,903) | (11,960) | ||
Ending balance (in shares) at Sep. 30, 2019 | 40,354 | 31,391 | ||||||
Beginning balance at Mar. 31, 2019 | 308,597 | $ 4 | $ 3 | 381,159 | (61,844) | (10,725) | ||
Beginning balance (in shares) at Mar. 31, 2019 | 38,760 | 32,171 | ||||||
Net income (loss) | (3,120) | (3,120) | ||||||
Equity component of convertible senior notes,net of issuance costs | 50,009 | 50,009 | ||||||
Exercise of stock options | 812 | 812 | ||||||
Exercise of stock options (in shares) | 608 | |||||||
Vesting of restricted stock (in shares) | 34 | |||||||
Conversion from Class B to Class A common stock | 270 | (270) | ||||||
Stock-based compensation | 1,922 | 1,922 | ||||||
Foreign currency translation, net of tax | 1,605 | 1,605 | ||||||
Retirement related benefit plans, net of tax | 16 | 16 | ||||||
Ending balance at Jun. 30, 2019 | 359,841 | $ 4 | $ 3 | 433,902 | (64,964) | (9,104) | ||
Ending balance (in shares) at Jun. 30, 2019 | 39,672 | 31,901 | ||||||
Net income (loss) | (15,939) | (15,939) | ||||||
Exercise of stock options | 169 | 169 | ||||||
Exercise of stock options (in shares) | 165 | |||||||
Vesting of restricted stock (in shares) | 7 | |||||||
Conversion from Class B to Class A common stock | 510 | (510) | ||||||
Stock-based compensation | 2,126 | 2,126 | ||||||
Foreign currency translation, net of tax | (2,988) | (2,988) | ||||||
Retirement related benefit plans, net of tax | 132 | 132 | ||||||
Ending balance at Sep. 30, 2019 | 343,341 | $ 4 | $ 3 | 436,197 | (80,903) | (11,960) | ||
Ending balance (in shares) at Sep. 30, 2019 | 40,354 | 31,391 | ||||||
Beginning balance at Dec. 31, 2019 | 354,707 | $ (388) | $ 4 | $ 3 | 446,633 | (82,405) | $ (388) | (9,528) |
Beginning balance (in shares) at Dec. 31, 2019 | 41,271 | 31,131 | ||||||
Net income (loss) | 6,030 | 6,030 | ||||||
Exercise of stock options | 194 | 194 | ||||||
Exercise of stock options (in shares) | 285 | |||||||
Vesting of restricted stock (in shares) | 143 | |||||||
Conversion from Class B to Class A common stock | 80 | (80) | ||||||
Stock-based compensation | 3,043 | 3,043 | ||||||
Foreign currency translation, net of tax | (7,578) | (7,578) | ||||||
Retirement related benefit plans, net of tax | 137 | 137 | ||||||
Ending balance at Mar. 31, 2020 | 356,145 | $ 4 | $ 3 | 449,870 | (76,763) | (16,969) | ||
Ending balance (in shares) at Mar. 31, 2020 | 41,779 | 31,051 | ||||||
Beginning balance at Dec. 31, 2019 | 354,707 | $ (388) | $ 4 | $ 3 | 446,633 | (82,405) | $ (388) | (9,528) |
Beginning balance (in shares) at Dec. 31, 2019 | 41,271 | 31,131 | ||||||
Net income (loss) | (12,698) | |||||||
Foreign currency translation, net of tax | (446) | |||||||
Retirement related benefit plans, net of tax | 110 | |||||||
Ending balance at Sep. 30, 2020 | 359,455 | $ 4 | $ 3 | 464,803 | (95,491) | (9,864) | ||
Ending balance (in shares) at Sep. 30, 2020 | 42,870 | 30,591 | ||||||
Beginning balance at Mar. 31, 2020 | 356,145 | $ 4 | $ 3 | 449,870 | (76,763) | (16,969) | ||
Beginning balance (in shares) at Mar. 31, 2020 | 41,779 | 31,051 | ||||||
Net income (loss) | (10,223) | (10,223) | ||||||
Exercise of stock options | 283 | 283 | ||||||
Exercise of stock options (in shares) | 197 | |||||||
Vesting of restricted stock (in shares) | 52 | |||||||
Conversion from Class B to Class A common stock | 80 | (80) | ||||||
Stock-based compensation | 4,586 | 4,586 | ||||||
Reclassification of mezzanine equity topermanent equity | 1,568 | 1,568 | ||||||
Foreign currency translation, net of tax | 2,560 | 2,560 | ||||||
Retirement related benefit plans, net of tax | 31 | 31 | ||||||
Ending balance at Jun. 30, 2020 | 354,950 | $ 4 | $ 3 | 456,307 | (86,986) | (14,378) | ||
Ending balance (in shares) at Jun. 30, 2020 | 42,108 | 30,971 | ||||||
Net income (loss) | (8,505) | (8,505) | ||||||
Issuance of common stock for acquisitions | 1,638 | 1,638 | ||||||
Issuance of common stock for acquisitions (in shares) | 40 | |||||||
Exercise of stock options | 618 | 618 | ||||||
Exercise of stock options (in shares) | 328 | |||||||
Vesting of restricted stock (in shares) | 14 | |||||||
Conversion from Class B to Class A common stock | 380 | (380) | ||||||
Stock-based compensation | 6,240 | 6,240 | ||||||
Foreign currency translation, net of tax | 4,572 | 4,572 | ||||||
Retirement related benefit plans, net of tax | (58) | (58) | ||||||
Ending balance at Sep. 30, 2020 | $ 359,455 | $ 4 | $ 3 | $ 464,803 | $ (95,491) | $ (9,864) | ||
Ending balance (in shares) at Sep. 30, 2020 | 42,870 | 30,591 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (12,698) | $ (6,040) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 16,916 | 15,836 |
Provision for credit loss | 930 | 472 |
Amortization of debt discount and issuance costs | 8,067 | 3,044 |
Stock-based compensation expense | 13,939 | 5,584 |
Deferred income taxes | (5,441) | (741) |
Other, net | 13 | (16) |
Changes in assets and liabilities: | ||
Accounts receivable | 16,213 | 10,185 |
Prepaid expenses and other current assets | (1,055) | (8,718) |
Other long-term assets | 867 | (1,443) |
Accounts payable | (3,321) | (420) |
Accrued compensation and benefits | 1,274 | (2,111) |
Other accrued expenses and current liabilities | (5,847) | 2,110 |
Operating lease right-of-use assets and liabilities, net | (26) | 188 |
Deferred revenue | (2,452) | 12,075 |
Net cash provided by operating activities | 27,379 | 30,005 |
INVESTING ACTIVITIES: | ||
Payments for acquisition of businesses, net of cash acquired | (32,279) | (709) |
Capital expenditures | (4,006) | (8,120) |
Payments for acquisition of developed technology | (433) | (473) |
Other investing activities, net | 152 | 16 |
Net cash used in investing activities | (36,566) | (9,286) |
FINANCING ACTIVITIES: | ||
Borrowings under revolving commitment | 30,000 | 96,991 |
Proceeds from the exercise of stock options | 1,094 | 1,441 |
Proceeds from issuance of convertible senior notes, net of underwriters' discount and commissions | 223,101 | |
Payments on revolving commitment | (127,941) | |
Payments for issuance costs of convertible senior notes | (1,233) | |
Other financing activities | (401) | (399) |
Net cash provided by financing activities | 30,693 | 191,960 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 676 | (1,065) |
Net increase in cash, cash equivalents and restricted cash | 22,182 | 211,614 |
Cash, cash equivalents and restricted cash at beginning of year | 223,497 | 35,685 |
Cash, cash equivalents and restricted cash at end of period | 245,679 | 247,299 |
Supplemental disclosure of cash flow: | ||
Interest paid | 320 | 385 |
Income taxes paid | 12,142 | 7,163 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Issuance of common stock in connection with acquisitions | 1,638 | |
Finance leases | 117 | 588 |
Property and equipment in accounts payable, other current liabilities and other liabilities | $ 208 | $ 1,827 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and description of business Altair Engineering Inc. (“Altair” or the “Company”) is incorporated in the state of Delaware. The Company is a global technology company providing software and cloud solutions in the areas of simulation, data analytics, and high-performance computing (HPC). Altair enables organizations across broad industry segments to compete more effectively in a connected world while creating a more sustainable future. Basis of presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Accordingly, the accompanying statements do not include all the information and notes required by GAAP for complete financial statements. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements (and notes thereto) for the year ended December 31, 2019, included in the most recent Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements have been included, and all adjustments are of a normal and recurring nature. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting periods. Considerable judgment is often involved in making these determinations; use of different assumptions could result in significantly different results. Management believes its assumptions and estimates are reasonable and appropriate. However, actual results may differ from those estimates. In addition, the results of operations for the three and nine months ended September 30, 2020, are not necessarily indicative of the results that may be expected for any future period. Use of estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting periods. On an ongoing basis, management evaluates its significant estimates including the stand alone selling price, or SSP, for each distinct performance obligation included in customer contracts with multiple performance obligations, valuation of acquired intangible assets in business combinations, the incremental borrowing rate used in the valuation of lease liabilities, the determination of the period of benefit for capitalized costs to obtain a contract, fair value of convertible senior notes, provision for credit loss, tax valuation allowances, liabilities for uncertain tax provisions, impairment of goodwill and intangible assets, retirement obligations, useful lives of intangible assets, revenue for fixed price contracts, and stock-based compensation. Actual results could differ from those estimates. COVID-19 In March 2020, The World Health Organization declared the outbreak of COVID-19 a pandemic, and a public health emergency of international concern. The global spread of COVID-19 created significant volatility and . Such conditions are expected to continue. To limit the spread of COVID-19, governments have taken various actions, from time to time, including the issuance of stay-at-home orders, and social distancing guidelines. Some of these actions have varied from initial responses, pivoting between full or complete to partial or limited restrictions depending upon local or regional conditions. Accordingly, many businesses have adjusted to these actions by reducing or suspending operating or other activities. This has negatively impacted several of the markets the Company serves, including the automotive and aerospace markets. The Company continues to robustly engage with its customers, primarily virtually. While the Company believes this active level of engagement may mitigate potential and evolving negative impacts from COVID-19, In certain cases, the Company has provided longer than normal payment terms to certain of its customers; however, the terms are less than one year, and the Company does not expect this to materially affect its consolidated financial statements. impact on some of the Company’s customers has primarily contributed to the decrease in revenue for s oftware r elated and c lient e ngineering s ervices. The Company’s s oftware p roduct revenu e has been affected by elongated sales cycles for some of its customers along with greater challenges in securing new and expansion business. T he Company is unable to accurately predict the full impact that COVID-19 will have due to numerous uncertainties, including the full scope of the disease, the duration of the initial outbreak or the number and intensity of subsequent waves of infections , actions that may be taken by governmental authorities, the impact to the businesses of the Company’s customers and partners , and the development of treatments and vaccines . Even after the COVID-19 pandemic subside s , the Company may experience material adverse impacts to its business as a result of any economic recession or depression that has occurred or may occur in the future. The Company will continue to evaluate the nature and extent of the impact to its business, consolidated results of operations, and financial condition. Cash, cash equivalents and restricted cash The Company considers all highly liquid investments with original or remaining maturities of 90 days or less at the date of purchase to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. Restricted cash is included in other long-term assets on the consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheets that sum to the total of the amounts reported in the consolidated statement of cash flows (in thousands): September 30, 2020 December 31, 2019 Cash and cash equivalents $ 245,364 $ 223,117 Restricted cash included in other long-term assets 315 380 Total cash, cash equivalents, and restricted cash $ 245,679 $ 223,497 Restricted cash represents amounts required for a contractual agreement with an insurer for the payment of potential health insurance claims, and term deposits for bank guarantees. Inventory Inventory consists of finished goods and is stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonable predictable costs of completion, disposal, and transportation. The valuation of inventory requires management to estimate excess inventory as well as inventory that is not of saleable quality. The determination of obsolete or excess inventory requires management to estimate market conditions and future demand for the Company’s products. Inventory was $2.7 million and $2.4 million at September 30, 2020 and December 31, 2019, respectively, and is included in prepaid expenses and other current assets in the consolidated balance sheets. Receivable for French R&D credit The French government provides a research and development (“R&D”) tax credit known as Credit Impôt Recherche, or CIR, in order to encourage Companies to invest in R&D activities. The tax credit is deductible from French income tax and any excess is carried forward three years. After three years, any unused credit may be reimbursed to the Company by the French government. As of September 30, 2020, the Company had approximately $12.6 million of receivables from the French government related to CIR, of which $3.1 million was recorded in income tax receivable and the remaining $9.5 million was recorded in other long-term assets. As of December 31, 2019, the Company had approximately $12.1 million of receivables from the French government related to CIR, of which $2.5 million was recorded in income tax receivable and the remaining $9.6 million was recorded in other long-term assets. CIR is subject to customary audit by French tax authorities. Mezzanine equity In 2017, the Company issued 200,000 shares of Class A common stock to a third party as partial consideration for the purchase of developed technology. These shares have a put right that can be exercised by the holder five years from date of purchase at $12.50 per share that requires the shares to be recorded at fair value at the issuance date and classified as mezzanine equity in the consolidated balance sheet. The put right option is terminated if the shareholders sell their shares. As of December 31, 2017, the Company concluded that it is no longer probable that the put option will be exercised as the put value is substantially below market value and subsequent adjustment is not required. During the quarter ended June 30, 2020, the third party holder sold 133,336 shares on the open market and as a result, the issuance value of those shares was reclassified into permanent equity from mezzanine equity. The remaining 66,664 shares continue to be classified as mezzanine equity until one of the following three events take place: (1) the shares are sold on the open market; (2) a redemption feature lapses; or (3) there is a modification of the terms of the instrument. Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities, and operating lease liabilities, net of current portion on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, current portion of long-term debt, and long-term debt, net of current portion on the consolidated balance sheets. The Company did not receive any lease concessions related to COVID-19 that had a material effect on the Company’s consolidated financial statements. Other income, net Other income, net consists of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Foreign exchange (gain) loss $ (691 ) $ 514 $ (723 ) $ 694 Interest income and other (91 ) (1,102 ) (1,129 ) (1,397 ) Other income, net $ (782 ) $ (588 ) $ (1,852 ) $ (703 ) |
Recent Accounting Guidance
Recent Accounting Guidance | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Guidance | 2 . Accounting standards adopted Credit Losses – In June 2016, the FASB issued ASU 2016-13, . The ASU significantly changed how entities measure credit losses on most financial assets. The Company adopted ASU 2016-13 effective January 1, 2020 and recorded a cumulative effect adjustment to retained earnings of $0.4 million related to the adoption of ASU 2016-13; prior periods have not been adjusted. Under this new accounting standard, beginning January 1, 2020, a provision for expected credit losses for groups of billed and unbilled receivables and contract assets that share similar risk characteristics is recorded based on an evaluation of historical loss experience, current conditions, and reasonable and supportable forecasts. Accounts are written off when it becomes apparent that such amounts will not be collected, generally when amounts are past due by greater than one year. Generally, the Company does not require collateral or charge interest on accounts receivable. Accounts receivable were reported net of a provision for credit loss of $2.8 million and $1.4 million at September 30, 2020 and December 31, 2019, respectively. The change in the provision for credit loss was driven by the $0.4 million from the adoption of ASU 2016-13 and incremental losses in the current year including an immaterial impact of COVID-19 as the Company made an adjustment to increase expected credit loss rates subsequent to the adoption. The impact resulting from the increased credit loss rates did not have a material effect on the Company’s consolidated financial statements, and is reflected in the amounts noted above. Fair Value – In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. This ASU modifies the disclosure requirements for fair value measurements, by removing, modifying, or adding certain disclosures. The Company adopted ASU 2018-13 on January 1, 2020. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements . Intangibles – In August 2018, the FASB issued ASU 2018-15, This ASU clarifies and aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The Company adopted ASU 2018-15 on January 1, 2020, on a prospective basis. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements . Accounting standards not yet adopted Retirement Benefits – In August 2018, the FASB issued ASU 2018-14, This ASU modifies the disclosure requirements for defined benefit pension or other postretirement plans. The amendments are effective for fiscal years ending after December 15, 2020; early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures and does not expect this guidance to have a material effect on its consolidated financial statements. Income Taxes – In December 2019, the FASB issued ASU 2019-12, This ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and improves consistent application of GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020; early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures and does not expect this guidance to have a material effect on its consolidated financial statements . Reference Rate Reform – In March 2020, the FASB issued ASU 2020-04. Facilitation of the Effects of Reference Rate Reform on Financial Reporting This ASU provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another rate that is expected to be discontinued. The amendments in the guidance are optional and effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures and does not expect this guidance to have a material effect on its consolidated financial statements. Debt – In August 2020, the FASB issued ASU No. 2020-06, This ASU simplifies the accounting for convertible instruments by eliminating certain separation models. Under ASU 2020 - 06 , a convertible debt instrument will generally be reported as a single liability at its amortized cost with no separate accounting for embedded conversion features. The update also requires the if-converted method to be used for convertible instruments and the effect of potential share settlement be included in the diluted earnings per share calculation when an instrument may be settled in cash or shares. The amendments in this update are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The guidance allows entities to use a modified or full retrospective transition method. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the timing and method of adoption and the related effect of the new guidance on its consolidated financial statements and earnings per share attributable to common stockholders. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 30, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenue from Contracts with Customers | 3 . Revenue from contracts with customers Revenue recognition Software revenue Revenue is derived principally from the licensing of software products and from related maintenance contracts. The Company enters into contracts that include combinations of products, maintenance and services, which are accounted for as separate performance obligations with differing revenue recognition patterns. Revenue from term-based software licenses is classified as software revenue. Term-based licenses are sold only as a bundled arrangement that includes the rights to a term -based software license and post-contract customer support (PCS), which includes unspecified technical enhancements and customer support. Maximizing the use of observable inputs, the Company determined that a majority of the estimated standalone selling prices of the term-based license is attributable to the term -based license and a minority is attributable to the PCS. The license component is classified as license revenue and recognized as revenue upon the later of delivery of the licensed product or the beginning of the license period . PCS is classified as maintenance and other services and is recognized ratably over the term of the contract, as the Company provides the PCS benefit over time as a stand ready to perform obligation. In addition to term-based software licenses, the Company sells perpetual licenses. Software revenue is recognized upon the later of delivery of the licensed product or the beginning of the license period Revenue from training, consulting and other services is recognized as the services are performed, and is classified as maintenance and other services in the consolidated statement of operations. For contracts in which the service consists of a single performance obligation, such as providing a training class to a customer, the Company recognizes revenue upon completion of the performance obligation. For service contracts that are longer in duration and often include multiple performance obligations (for example, point-in-time training and consulting), the Company measures the progress toward completion of the obligations and recognizes revenue accordingly. In measuring progress towards the completion of performance obligations, the Company typically utilizes output-based estimates for services with fixed fee arrangements, and estimates output based on the total tasks completed as compared to the total tasks required for each contract. Input-based estimates are utilized for services that involve general consultations with contractual billing arrangements based on time and materials, utilizing direct labor as the input measure. The Company also executes arrangements through indirect channel partners in which the channel partners are authorized to market and distribute the Company's software products to end users of the Company's products and services in specified territories. In sales facilitated by channel partners, the channel partner bears the risk of collection from the end-user customer. The Company recognizes revenue from transactions with channel partners when the channel partner submits a purchase commitment, collectability from the channel partner is probable, and the performance obligation is met, at a point in time or over time as appropriate, provided that all other revenue recognition criteria are satisfied. Revenue from channel partner transactions is the amount remitted to the Company by the channel partners. This amount includes a fee for PCS that is compensation for providing technical enhancements and the second level of technical support to the end user, which is recognized over the period that PCS is to be provided. The Company does not offer right of return, product rotation, or price protection to any of its channel partners. Non-income related taxes collected from customers and remitted to governmental authorities are recorded on the consolidated balance sheets as accounts receivable, net and other accrued expenses and current liabilities. These amounts are reported on a net basis in the consolidated statements of operations and do not impact reported revenues or expenses. Certain hardware revenue is included within software revenue and is recognized when all revenue recognition criteria stated above are met, which is generally when the products are delivered to end customers. Significant judgments Software revenue The Company’s contracts with customers typically include promises to transfer licenses and services to a customer. Judgment is required to determine if the promises are separate performance obligations within the context of the arrangement, and if so, the allocation of the transaction price to each performance obligation. The Company’s determination of standalone selling price for performance obligations is based on the midpoint of the range of historical observable prices for goods and services sold separately. In addition, the Company estimates the standalone selling price for certain performance obligations where observable prices are not directly available, or a significant portion of historical prices are not within the range. In instances where standalone selling price was not determined based on the range of historical observable prices for goods and services sold separately, the Company used an adjusted market assessment approach to estimate the standalone selling price. In such cases the Company has considered market conditions and other observable inputs, such as internal price lists, peer data, and industry data for a similar or identical product. The Company estimates standalone selling price at contract inception considering all information that is reasonably available and is based on the amount of consideration for which the Company expects to be entitled in exchange for transferring the promised good or service to the customer. The corresponding revenues are recognized as the related performance obligations are satisfied. The Company’s contracts do not include a significant financing component requiring adjustment to the transaction price. Payment terms vary by contract type; however, arrangements typically stipulate a requirement for the customer to pay within 30 to 60 days. The Company rarely enters into agreements to modify previously executed contracts, which constitute contract modifications. The Company assesses each of these contract modifications to determine (i) if the additional products and services are distinct from the products and services in the original arrangement; and (ii) if the amount of consideration expected for the added products and services reflects the stand-alone selling price of those products and services, as adjusted for contract-specific circumstances. A contract modification meeting both criteria is accounted for as a separate contract. A contract modification not meeting both criteria is considered a change to the original contract and is accounted for on either (i) a prospective basis as a termination of the existing contract and the creation of a new contract; or (ii) a cumulative catch-up basis. Generally, the Company’s contract modifications meet both criteria and are accounted for as a separate contract, as adjusted for contract-specific circumstances. Software related services revenue Consulting services from product design and development projects are considered distinct performance obligations and are provided to customers on a time-and-materials (“T&M”) or fixed-price basis. The Company recognizes software services revenue for T&M contracts based upon hours worked and contractually agreed upon hourly rates using the input method. Revenue from fixed-price engagements is recognized using the output method based on the ratio of costs incurred, to the total estimated project costs. Client engineering services and Other revenue Client engineering services revenue are derived from professional services for staffing primarily representing engineers and data scientists located at a customer site. These professional services are considered distinct performance obligations and are provided to customers on a T&M basis. The Company recognizes this revenue for T&M contracts based upon hours worked and contractually agreed upon hourly rates using the input method. No significant judgments were made for revenue recognition within Other revenue. Disaggregation of revenue The Company disaggregates its software revenue by type of performance obligation and timing of revenue recognition as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Software revenue: Term licenses $ 47,386 $ 38,794 $ 160,027 $ 149,825 Perpetual licenses 7,637 8,059 23,557 30,302 Maintenance 29,374 26,898 86,467 74,983 Professional services and other 3,413 4,065 8,035 10,405 Total software revenue $ 87,810 $ 77,816 $ 278,086 $ 265,515 T he Company derived approximately 10% of its total revenue through indirect sales channels for the nine months ended September 30, 2020 and 2019. Software related services revenue, client engineering services revenue, and other revenue were categorized based on the nature and timing of revenue and cash flows. Costs to obtain a contract The Company pays commissions for new software product and PCS sales as well as for renewals of existing software and PCS contracts. Commissions paid to obtain renewal contracts are not commensurate with the commissions paid for new product sales and therefore, a portion of the commissions paid for new contracts relate to future renewals. The Company accounts for new product sales commissions using a portfolio approach and allocates the cost of commissions in proportion to the allocation of transaction price of license and PCS performance obligations. Commissions allocated to the license and license renewal components are expensed at the time the license revenue is recognized. Commissions allocated to PCS are capitalized and amortized on a straight-line basis over a period of four years, reflecting the Company’s estimate of the expected period that it will benefit from those commissions. As of September 30, 2020, and December 31, 2019, capitalized costs to obtain a contract were $2.7 million and $2.3 million, respectively, recorded in prepaid and other current assets, and $0.6 million and $0.8 million, respectively, recorded in other long-term assets. Amortization expense was $2.0 million and $3.6 million for the three and nine months ended September 30, 2020, respectively, and $1.1 million and $3.3 million for the three and nine months ended September 30, 2019, respectively. Amortization expense was included in sales and marketing expense in the Company’s consolidated Contract assets At September 30, 2020 and December 31, 2019, contract assets were $6.7 million and $4.5 million, respectively, recorded in accounts receivable, and $2.4 million and $2.7 million, respectively, recorded in prepaid expenses and other current assets. Deferred revenue Deferred revenue consists of billings made or payments received in advance of revenue recognition from software license, PCS and professional services agreements. The timing of revenue recognition may differ from the timing of billings to customers. Payment terms vary by the type and location of customer and the products or services offered. The term between invoicing and when payment is due is not significant. The Company generally invoices its customers annually for the forthcoming year of software licenses, and more frequently for other products and services. Accordingly, the Company’s deferred revenue balance does not include revenue for future years of multiple year non-cancellable contracts that have not yet been billed. Approximately $66.9 million of revenue recognized during the nine months ended September 30, 2020, was included in the deferred revenue balances at the beginning of the year. Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Contracted revenue not yet recognized was $120.3 million as of September 30, 2020, of which the Company expects to recognize approximately 80% of the revenue over the next 12 months and the remainder thereafter. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | 4 . Acquisitions Univa In September 2020, the Company acquired all of the outstanding capital stock and equity interests of Univa Corporation (“Univa”) for a preliminary base purchase price of $30.1 million, subject to certain adjustments. Univa is headquartered in Chicago, with offices in Canada and Germany. The financial results of Univa have been included in the Company’s consolidated financial statements since the acquisition date. This acquisition will be accounted for as a business combination under the acquisition method of accounting. At September 30, 2020, the book value of assets acquired and liabilities assumed were reported in the Company’s consolidated balance sheet. The remaining purchase price has been recorded in goodwill in the consolidated balance sheet pending fair value allocation. The preliminary estimated fair values of assets acquired and liabilities assumed, and identifiable intangible assets may be subject to change as additional information is received. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. Until the finalization of this valuation, the area of income taxes is open within the business combination measurement period. Univa is a leading innovator in enterprise-grade workload management, scheduling, and optimization solutions for HPC and artificial intelligence (AI) on-premises and in the cloud. Univa’s technology complements Altair’s HPC and data analytics solutions and enables the Company to further expand into life sciences and financial services. Other business acquisitions During the nine months ended September 30, 2020, the Company completed other business acquisitions that were individually insignificant to the Company’s consolidated financial statements. The aggregate purchase price of these other acquisitions was $9.4 million. The financial results of these acquisitions have been included in the Company’s consolidated financial statements since the acquisition dates. These acquisitions will be accounted for as business combinations under the acquisition method of accounting. At September 30, 2020, the book value of assets acquired and liabilities assumed in these business acquisitions were reported in the Company’s consolidated balance sheet. The remaining purchase price has been recorded in goodwill in the consolidated balance sheet pending fair value allocation. The preliminary estimated fair values of assets acquired and liabilities assumed, and identifiable intangible assets may be subject to change as additional information is received. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. Until the finalization of this valuation, the area of income taxes is open within the business combination measurement period. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 5 . Property and equipment, net Property and equipment consisted of the following (in thousands): September 30, December 31, 2020 2019 Land $ 9,927 $ 9,942 Building and improvements 15,558 15,512 Computer equipment and software 39,425 37,361 Office furniture, equipment and other 8,736 8,029 Leasehold improvements 9,377 9,014 Right-of-use assets under finance leases 2,681 2,745 Total property and equipment 85,704 82,603 Less: accumulated depreciation and amortization 51,303 46,306 Property and equipment, net $ 34,401 $ 36,297 Depreciation expense, including amortization of right-of-use assets under finance leases, was $1.7 million and $5.5 million for the three and nine months ended September 30, 2020, respectively, and $1.9 million and $5.2 million for the three and nine months ended September 30, 2019, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 6 . Goodwill and other intangible assets Goodwill The changes in the carrying amount of goodwill, which is attributable to the Software reporting segment, were as follows (in thousands): Balance at December 31, 2019 $ 233,683 Acquisitions 36,998 Effects of foreign currency translation and other (30 ) Balance at September 30, 2020 $ 270,651 Other intangible assets A summary of other intangible assets is shown below (in thousands): September 30, 2020 Weighted average amortization period Gross carrying amount Accumulated amortization Net carrying amount Definite-lived intangible assets: Developed technology 4-6 years $ 61,039 $ 33,219 $ 27,820 Customer relationships 7-10 years 32,983 14,819 18,164 Other intangibles 10 years 184 57 127 Total definite-lived intangible assets 94,206 48,095 46,111 Indefinite-lived intangible assets: Trade names 10,630 10,630 Total other intangible assets $ 104,836 $ 48,095 $ 56,741 December 31, 2019 Weighted average amortization period Gross carrying amount Accumulated amortization Net carrying amount Definite-lived intangible assets: Developed technology 4-6 years $ 60,916 $ 25,838 $ 35,078 Customer relationships 7-10 years 32,582 11,575 21,007 Other intangibles 10 years 111 62 49 Total definite-lived intangible assets 93,609 37,475 56,134 Indefinite-lived intangible assets: Trade names 10,941 10,941 Total other intangible assets $ 104,550 $ 37,475 $ 67,075 Amortization expense related to intangible assets was $3.9 million and $11.4 million for the three and nine months ended September 30, 2020, respectively, and $3.5 million and $10.7 million for the three and nine months ended September 30, 2019, respectively. The Company continues to monitor the significant global economic uncertainty as a result of COVID-19 to assess the outlook for demand for its products and the impact on its business. Based on the Company’s interim impairment assessment, there were no indicators of impairment identified during the third quarter of 2020. Notwithstanding this conclusion, if business conditions were to deteriorate in a significant manner or for an extended duration, the likelihood of impairment would increase, and the Company would again assess whether events or changes in circumstances indicate that an asset impairment that is more likely than not exists. Specifically, certain indefinite-lived intangible assets from recent acquisitions valued on the basis of short-term forecasts of revenue will be re-assessed for indicators of impairment and it is possible that an impairment charge will be reflected in the future should COVID-19 business conditions worsen or extend further in duration. The allocation of fair value of purchase consideration of the Company’s 2019 acquisitions was finalized in the first quarter of 2020, and there were no material changes to the fair value of assets acquired and liabilities assumed, as previously reported. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | 7 . Debt The carrying value of debt is as follows (in thousands): September 30, December 31, 2020 2019 Convertible senior notes $ 230,000 $ 230,000 Revolving credit facility 30,000 — Obligations for finance leases 877 1,174 Total debt 260,877 231,174 Less: unamortized debt discount 39,647 46,820 Less: unamortized debt issuance costs 4,855 5,686 Less: current portion of long-term debt 430 430 Long-term debt, net of current portion $ 215,945 $ 178,238 Convertible senior notes In June 2019, the Company issued $230.0 million aggregate principal amount of 0.25% convertible senior notes due in 2024 (the "Convertible Notes"), which includes the underwriters’ exercise in full of their option to purchase an additional $30.0 million principal amount of the Convertible Notes, in a public offering. The net proceeds from the issuance of the Convertible Notes were $221.9 million after deducting the underwriting discounts and commissions and estimated issuance costs. The Company entered into a First Supplemental Indenture relating to the issuance by the Company of the Convertible Notes (the “Supplemental Indenture”) supplementing the Indenture, dated June 10, 2019 (the “Base Indenture,” and together with the Supplemental Indenture, the “Indenture”), by and between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Indenture includes customary covenants and sets forth certain events of default after which the Convertible Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Convertible Notes become automatically due and payable. The Convertible Notes are senior unsecured obligations of the Company. The Convertible Notes bear interest at a rate of 0.25% per year, payable semi-annually in arrears on June 1 and December 1 of each year, commencing December 1, 2019. The Convertible Notes mature on June 1, 2024, unless, earlier repurchased or redeemed by the Company or converted pursuant to their terms. The Convertible Notes have an initial conversion rate of 21.5049 shares of the Company's Class A common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $46.50 per share of its Class A common stock. The conversion rate will be subject to adjustment upon the occurrence of certain events specified in the Indenture but will not be adjusted for any accrued and unpaid interest. In addition, upon the occurrence of a make whole fundamental change or a redemption period (each as defined in the Indenture), the Company will, in certain circumstances, increase the conversion rate by a specified number of additional shares for a holder who elects to convert its Convertible Notes in connection with such make whole fundamental change or during the relevant redemption period. Holders of the Convertible Notes may convert all or any portion of their Convertible Notes at any time prior to the close of business on December 1, 2023, in integral multiples of $1,000 principal amount, only under the following circumstances: • During any calendar quarter commencing after the calendar quarter ended on September 30, 2019 (and only during such calendar quarter), if the last reported sale price of the Class A Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • During the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Class A Common Stock and the conversion rate on each such trading day; • If the Company calls any or all of the Convertible Notes for redemption (which the Company may not do prior to June 6, 2022) , at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or • Upon the occurrence of specified corporate events. On or after December 1, 2023 until the close of business on the business day immediately preceding the maturity date, holders may convert their Convertible Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company may satisfy its conversion obligation by paying and/or delivering, as the case may be, cash, shares of Class A Common Stock or a combination of cash and shares of the Class A Common Stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture. The Company intends to settle the principal amount of the Convertible Notes in cash and the conversion spread in shares. During the quarter ended September 30, 2020, the As of September 30, 2020, the “if converted value” did not exceed the principal amount of the Convertible Notes. The Company accounts for the Convertible Notes as separate liability and equity components. The carrying amount of the liability component of the Convertible Notes was calculated by measuring the fair value of similar debt instruments that do not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the Convertible Notes. The difference between the principal amount of the Convertible Notes and the liability component, equal to $51.8 million (the “debt discount”), is amortized to interest expense over the term of the Convertible Notes using the effective interest method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The Company allocated issuance costs related to the issuance of the Convertible Notes to the liability and equity components using the same proportions as the initial carrying value of the Convertible Notes. Issuance costs attributable to the liability component are being amortized to interest expense using the effective interest method over the term of the Convertible Notes. Issuance costs attributable to the equity component are included with the equity component in stockholders’ equity. The net carrying value of the liability component of the Convertible Notes was as follows (in thousands): September 30, December 31, 2020 2019 Principal $ 230,000 $ 230,000 Less: unamortized debt discount 39,647 46,820 Less: unamortized debt issuance costs 4,810 5,686 Net carrying amount $ 185,543 $ 177,494 The net carrying value of the equity component of the Convertible Notes was $50.0 million at both September 30, 2020 and December 31, 2019. The interest expense recognized related to the Convertible Notes was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Contractual interest expense $ 143 $ 144 $ 431 $ 169 Amortization of debt issuance cost and discount 2,720 2,577 8,050 3,024 Total $ 2,863 $ 2,721 $ 8,481 $ 3,193 Credit agreement Revolving credit facility The Company has a $150.0 million credit facility with a maturity date of December 15, 2023 (“2019 Amended Credit Agreement”). The 2019 Amended Credit Agreement provides for an accordion feature that allows the Company to expand the size of the revolving line of credit by an additional $50.0 million, subject to certain conditions, by obtaining additional commitments from the existing lenders or by causing a person acceptable to the administrative agent to become a lender (in each case subject to the terms and conditions set forth in the 2019 Amended Credit Agreement). As of September 30, 2020, the Company had $30.0 million of outstanding borrowings under the 2019 Amended Credit Agreement and there was $120.0 million available for future borrowing. The 2019 Amended Credit Agreement is available for general corporate purposes, including working capital, capital expenditures, and permitted acquisitions. Borrowings under the 2019 Amended Credit Agreement bear interest at a rate per annum equal to an agreed upon applicable margin plus, at the Company’s option, either the Alternate Base Rate (defined as the greatest of (1) the Prime Rate (as defined in the 2019 Amended Credit Agreement) in effect on such day, (2) the Federal Funds Effective Rate (as defined in the 2019 Amended Credit Agreement) in effect on such day plus 1/2 of 1.00% or (3) the Adjusted LIBO Rate (as defined in the 2019 Amended Credit Agreement) for a one month interest period on such day (or if such day is not a business day, the immediately preceding business day) plus 1.00%) or the Adjusted LIBO Rate. The applicable margin for borrowings under the 2019 Amended Credit Agreement is based on the Company’s most recently tested consolidated total net leverage ratio and will vary from (a) in the case of Eurodollar loans, 1.25% to 2.00%, and (b) in the case of ABR loans and swingline loans, 0.25% to 1.00%. The Company pays a commitment fee (based on the Company’s most recently tested consolidated total senior secured net leverage ratio) ranging from 0.15% to 0.30% on the unused portion of the 2019 Amended Credit Agreement. Collateral and guarantees The 2019 Amended Credit Agreement is secured by collateral including (i) substantially all of the Company’s properties and assets, and the properties and assets of the Company’s direct and indirect domestic subsidiaries but excluding any patents, copyrights, patent applications or copyright applications or any trade secrets or software products and (ii) pledges of the equity interests in all present and future direct and indirect domestic subsidiaries (subject in each case to certain exceptions as provided for under the 2019 Amended Credit Agreement). The Company’s direct and indirect domestic subsidiaries are guarantors of all the obligations under the 2019 Amended Credit Agreement. Debt covenants The 2019 Amended Credit Agreement requires the Company to maintain the following financial covenants: • Maximum Net Leverage Ratio : On the last day of each fiscal quarter, the Company on a consolidated basis will not permit the ratio of total indebtedness (net of unrestricted domestic cash in excess of $20.0 million) to EBITDA, as such terms are defined in the 2019 Amended Credit Agreement, for the rolling four quarter period ending on such date to be greater than 5.00 to 1.00 as of the last day of any such fiscal quarter. • Senior Secured Leverage Ratio : On the last day of each fiscal quarter, the Company on a consolidated basis will not permit the ratio of total indebtedness secured by a lien (net of unrestricted domestic cash in excess of $20.0 million) to EBITDA, as such terms are defined in the 2019 Amended Credit Agreement, for the rolling four quarter period ending on such date to be greater than 3.00 to 1.00 as of the last day of any such fiscal quarter. • Consolidated Interest Coverage Ratio : On the last day of each fiscal quarter, the Company on a consolidated basis will not permit the ratio of (x) EBITDA to (y) cash Consolidated Interest Expense, as such terms are defined in the 2019 Amended Credit Agreement, in each case for the rolling four quarter period ending on such date, to be less than 3.00 to 1.00 as of the last day of any such fiscal quarter. At September 30, 2020, the Company was in compliance with all the above financial covenants. |
Other Liabilities
Other Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | 8 . Other liabilities The following table provides the details of other accrued expenses and current liabilities (in thousands): September 30, December 31, 2020 2019 Income taxes payable $ 4,852 $ 6,008 Accrued VAT 4,417 5,312 Accrued professional fees 3,997 2,581 Accrued royalties 2,063 2,314 Defined contribution plan liabilities 1,656 1,593 Obligations for acquisition of businesses 1,362 1,362 Billings in excess of cost 541 879 Non-income tax liabilities 898 1,253 Other current liabilities 5,820 7,301 Total $ 25,606 $ 28,603 The following table provides details of other long-term liabilities (in thousands): September 30, December 31, 2020 2019 Pension and other post retirement liabilities $ 11,430 $ 10,379 Deferred tax liabilities 6,885 6,275 Other liabilities 2,808 10,018 Total $ 21,123 $ 26,672 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 9 . Fair value measurements The accounting guidance for fair value, among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The framework for measuring fair value consists of a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity. The three-level hierarchy for the inputs to valuation techniques is briefly summarized as follows: Level 1 – Quoted prices in active markets for identical assets and liabilities at the measurement date; Level 2 – Observable Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their short maturities. Interest on the Company’s line of credit is at a variable rate, and as such the debt obligation outstanding approximates fair value. The carrying value of the Company’s Convertible Notes are at face value less unamortized debt discount and issuance costs. The estimated fair values of the Convertible Notes, which the Company has classified as Level 2 financial instruments, were determined based on quoted bid prices of the Convertible Notes on the last trading day of each reporting period. At September 30, 2020, the fair value of the Convertible Notes was $255.3 million and is presented for required disclosure purposes only. For further information on the Convertible Notes, see Note 7. – Debt. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 10 . Net loss per share Basic net (loss) income per share attributable to common stockholders is computed using the weighted average number of shares of common stock outstanding for the period, excluding stock options and restricted stock units (“RSUs”). Diluted net (loss) income per share attributable to common stockholders is based upon the weighted average number of shares of common stock outstanding for the period and potentially dilutive common shares, including the effect of stock options and RSUs under the treasury stock method. The following table sets forth the computation of the numerators and denominators used in the basic and diluted net loss per share amounts (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Numerator: Net loss $ (8,505 ) $ (15,939 ) $ (12,698 ) $ (6,040 ) Denominator: Denominator for basic loss per share— weighted average shares 73,311 71,770 72,979 71,313 Effect of dilutive securities, stock options and RSUs — — — — Denominator for dilutive loss per share 73,311 71,770 72,979 71,313 Net loss per share attributable to common stockholders, basic and diluted $ (0.12 ) $ (0.22 ) $ (0.17 ) $ (0.08 ) Since the Company was in a net loss position for all periods presented, basic net loss per share attributable to common stockholders is the same as diluted loss per share for all periods as the inclusion of all potential common shares outstanding would have been anti-dilutive. For the three and nine months ended September 30, 2020, respectively, there were 3.7 million and 5.1 million anti-dilutive stock options excluded from the computation of loss per share. For the three and nine months ended September 30, 2019, respectively, there were The Company expects to settle the principal amount of the Convertible Notes in cash, and therefore, the Company uses the treasury stock method for calculating any potential dilutive effect of the Conversion Option on diluted net income per share, if applicable. The Conversion Option will have a dilutive impact on net income per share of common stock when the average market price of the Company’s Class A common stock for a given period exceeds the conversion price of the Convertible Notes of $46.50 per share. During the three and nine months ended September 30, 2020, the Company's weighted average common stock price was below the conversion price of the Convertible Notes. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 1 1 . Stock-based compensation 2001 stock-based compensation plans Nonqualified stock option plan In 2001, the Company established the Nonqualified Stock Option Plan (“NSO Plan”) under which 3,025,236 stock options with an exercise price of $0.000025 remain outstanding at September 30, 2020. The NSO Plan was terminated in 2003. Stock options under the NSO plan were immediately vested and have a contractual term of 35 years from the date of grant. The outstanding awards will continue to be governed by their existing terms under the NSO Plan. The NSO Plan is accounted for as an equity plan. The following table summarizes the stock option activity under the NSO Plan for the period: Number of options Weighted average exercise price per share Weighted average remaining contractual term (years) Aggregate intrinsic value (in millions) Outstanding at January 1, 2020 3,557,436 $ 0.000025 17.0 $ 127.8 Exercised (532,200 ) $ 0.000025 Forfeited — — Outstanding and exercisable at September 30, 2020 3,025,236 $ 0.000025 16.3 $ 127.0 The total intrinsic value of the NSO Plan stock options exercised during the nine months ended September 30, 2020, was $19.3 million. Incentive and nonqualified stock-based plan Also in 2001, the Company established the Incentive and Nonqualified Stock-based Plan (“ISO Plan”) which was terminated in 2011 and was authorized to issue nonqualified stock options (“NQSO”) and incentive stock options (“ISO”) covering 11,153,872 shares of Class A common stock. The NQSO grants could be issued at less than the fair market value at date of grant under the terms of the ISO Plan, while ISO grants were issued at a price equal to or greater than the fair market value at date of grant. Options generally vested over a two to three-year The following table summarizes the stock option activity under the 2001 stock-based compensation plans for the period: Number of options Weighted average exercise price per share Weighted average remaining contractual term (years) Aggregate intrinsic value (in millions) Outstanding at January 1, 2020 103,000 $ 0.64 1.0 $ 3.6 Exercised (69,500 ) $ 0.64 Forfeited — — Outstanding and exercisable at September 30, 2020 33,500 $ 0.64 0.3 $ 1.4 The total intrinsic value of the ISO Plan stock options exercised during the nine months ended September 30, 2020, was $2.0 million. 2012 stock-based compensation plans During 2012, the Company established the 2012 Incentive and Nonqualified Stock Option Plan (“2012 Plan”) which permits the issuance of 5,200,000 shares of Class A common stock for the grant of nonqualified stock options and incentive stock options for management, other employees, and board members of the Company. The options are issued at a price equal to or greater than fair market value at date of grant. All options have a contractual term of 10 years from date of grant. The 2012 Plan is accounted for as an equity plan. For those options expected to vest, compensation expense is recognized on a straight-line basis over a four-year The following table summarizes the stock option activity under the 2012 Plan for the period: Number of options Weighted average exercise price per share Weighted average remaining contractual term (years) Aggregate intrinsic value (in millions) Outstanding at January 1, 2020 1,183,817 $ 4.23 6.1 Granted — — Exercised (213,837 ) $ 3.79 Forfeited (7,400 ) $ 4.56 Outstanding at September 30, 2020 962,580 $ 4.29 5.4 Exercisable at September 30, 2020 828,690 $ 4.14 5.2 $ 31.4 The total intrinsic value of the 2012 Plan stock options exercised during the nine months ended September 30, 2020, was $7.4 million. 2017 stock-based compensation plan In 2017, the Company’s board of directors adopted the 2017 Equity Incentive Plan (“2017 Plan”), which was approved by the Company’s stockholders. The 2017 Plan provides for the grant of incentive stock options to the Company’s employees and any parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares, other cash-based awards and other stock-based awards to the Company’s employees, directors and consultants and the Company’s parent, subsidiary, and affiliate corporations’ employees and consultants. As of January 1, 2020, the 2017 Plan had 10,277,034 authorized shares of the Company’s Class A common stock reserved for issuance. The following table summarizes the restricted stock units, or RSUs, awarded under the 2017 Plan for the period: Number of RSUs Outstanding at January 1, 2020 781,301 Granted 587,223 Vested (209,341 ) Forfeited (35,491 ) Outstanding at September 30, 2020 1,123,692 The weighted average grant date fair value of the RSUs was $33.74 and the RSUs generally vest in four equal annual installments. Total compensation cost related to nonvested awards not yet recognized as of September 30, 2020, totaled $57.6 million, and is expected to be recognized over a weighted average period of approximately three years. The following table summarizes the stock option activity under the 2017 Plan for the period: Number of options Weighted average exercise price per share Weighted average remaining contractual term (years) Aggregate intrinsic value (in millions) Outstanding at January 1, 2020 20,000 $ 38.11 9.2 Granted 2,127,454 $ 39.49 Exercised (5,000 ) $ 38.11 Forfeited (10,972 ) $ 39.36 Outstanding at September 30, 2020 2,131,482 $ 39.48 9.7 Exercisable at September 30, 2020 158 $ 29.22 8.5 $ 0.0 In addition to the stock options granted above, the Company expects to grant approximately 2.0 million additional stock options on December 2, 2020, with an exercise price reflecting the fair value on that date. Recipients of the December 2, 2020, deferred stock option award must be employed on that date in order to receive the grant. The Company has concluded that the grant date for this deferred award is December 2, 2020, and this grant will not be reflected in the table above until the fourth quarter of 2020. The Company measures the fair value of its equity awards on the date of grant using the Black-Scholes option pricing model. This valuation model requires the Company to make certain estimates and assumptions, including assumptions related to the expected price volatility of the Company’s stock, the period under which the options will be outstanding, the rate of return on risk-free investments, and the expected dividend yield for the Company’s stock. The fair values of the Company’s stock options granted during the nine months ended September 30, 2020, were estimated using the following assumptions: 2020 grants Weighted average grant date fair value per share $ 38.11 - 39.82 Expected volatility 35 - 42% Expected term (in years) 6.25 Risk-free interest rate 0.46 - 1.80% Expected dividend yield 0 % These assumptions and estimates are as follows: • Fair Value of Common Stock . The Company used the publicly quoted price as reported on the Nasdaq Global Select Market as the fair value of its common stock. • Expected Term . The Company used the simplified method to determine the expected term. • Risk-Free Interest Rate . The Company based the risk-free interest rate on U.S. Treasury zero-coupon yield curves with a remaining term equal to the expected term of the option. • Expected Volatility . As the Company does not have an extensive trading history for its common stock, the expected volatility was derived using the historical volatility of the returns of comparable publicly traded companies combined with the brief trading history of the Company’s common stock. Stock-based compensation expense The stock-based compensation expense was recorded as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Cost of revenue – software $ 684 $ 384 $ 1,602 $ 727 Research and development 2,428 674 5,686 1,611 Sales and marketing 1,949 625 3,949 1,562 General and administrative 1,173 609 2,702 1,684 Total stock-based compensation expense $ 6,234 $ 2,292 $ 13,939 $ 5,584 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 2 . Income taxes At the end of each interim period, the Company makes its best estimate of the annual expected effective income tax rate and applies that rate to its ordinary year-to-date income (loss) before income taxes. The income tax provision or benefit related to unusual or infrequent items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realizability of a beginning-of-the-year deferred tax asset in future years or income tax contingencies is recognized in the interim period in which the change occurs. The computation of the annual expected effective income tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected income (loss) before income taxes for the year, projections of the proportion of income (and/or loss) earned and taxed in respective tax jurisdictions, including applicable foreign taxes withheld at the source, permanent and temporary differences, and the likelihood of the realizability of deferred tax assets generated in the current year. Jurisdictions with a projected loss for the year or a year-to-date loss for which no tax benefit can be recognized due to a valuation allowance are excluded from the estimated annual effective tax rate. The impact of such an exclusion could result in a higher or lower effective tax rate during a particular quarter, based upon the composition and timing of actual earnings compared to annual projections. The estimates used to compute the provision or benefit for income taxes may change as new events occur, additional information is obtained or the Company’s tax environment changes. To the extent that the expected annual effective income tax rate changes, the effect of the change on prior interim periods is included in the income tax provision in the period in which the change in estimate occurs. The Company’s income tax expense and effective tax rate for the three and nine months ended September 30, 2020 and 2019, were as follows (in thousands, except percentages): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Income tax expense $ 2,930 $ 3,294 $ 10,350 $ 7,215 Effective tax rate (53 %) (26 %) (441 %) 614 % The tax rate is affected by the Company being a U.S. resident taxpayer, the tax rates in the U.S. and other jurisdictions in which the Company operates, the relative amount of income earned by jurisdiction and the relative amount of losses or income for which no benefit or expense is recognized due to a valuation allowance. The Company’s effective tax rate for the nine months ended September 30, 2020 and 2019, also includes net discrete expense of $5.3 million and net discrete expense of $3.3 million, respectively, primarily related to withholding taxes on royalties, changes in reserves, changes in accruals for unremitted earnings and other adjustments. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The CARES Act also provides a temporary relaxation of the section 163(j) limitation on business interest expense deductions to 50% of adjusted taxable income for tax years beginning in 2019 and 2020, and an election to use 2019 adjusted taxable income for tax years beginning in 2020. The Company is currently evaluating the impact of the CARES Act, but at present does not expect that the NOL carryback provision of the CARES Act would result in a material tax benefit. The Company also does not expect the relaxation of section 163(j) provisions to have a material tax benefit. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 1 3 . Accumulated other comprehensive loss The components of accumulated other comprehensive loss were as follows (in thousands): Foreign currency translation Retirement related benefit plans Total Balance at January 1, 2020 $ (6,928 ) $ (2,600 ) $ (9,528 ) Other comprehensive loss before reclassification (446 ) (22 ) (468 ) Amounts reclassified from accumulated other comprehensive loss — 132 132 Tax effects — — — Other comprehensive (loss) income (446 ) 110 (336 ) Balance at September 30, 2020 $ (7,374 ) $ (2,490 ) $ (9,864 ) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 1 4 . Commitments and contingencies Swedish Tax Litigation The Swedish Tax Authorities, or STA, assessed tax (net of utilization of tax attributes), penalties and interest in the amount of $6.2 million related to the acquisition of Panopticon AB by Datawatch Corporation, in 2013 for the years 2013, 2014 and 2015. The STA, upon auditing the acquisition transaction, reached a conclusion that post acquisition, certain assets were removed from Sweden, triggering the tax obligation. The STA is also of the opinion that some services related to product development provided to the new parent company in the U.S. were performed by Panopticon AB at a price below market price triggering tax obligations. Datawatch contested the findings by the STA throughout the audit process including contesting the STA position in the first level of administrative courts. On May 29, 2019, the Administrative Court issued its ruling in favor of Datawatch AB. On July 4, 2019, the STA filed an appeal of the Administrative Court ruling with the Administrative Court of Appeals in Stockholm, effectively continuing to assert that the assessments are in fact appropriate. After relevant submissions by the Company and the STA, the Court of Appeals held a hearing on February 20, 2020. On March 27, 2020, the Court of Appeals issued its finding in favor of the STA. Pursuant to requirements in Sweden, the Company paid the assessed tax, penalties and interest on April 24, 2020. The Company, in accordance with its right to appeal the ruling to the Administrative Supreme Court of Sweden, filed an appeal of the Court of Appeals ruling citing specific grounds for reconsideration. On November 4, 2020, the Supreme Administrative Court issued a decision that they would not grant leave to appeal, effectively eliminating any further appeal rights in this matter. Other legal proceedings From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of business. The Company has received, and may in the future continue to receive, claims from third parties asserting, among other things, infringement of their intellectual property rights. Future litigation may be necessary to defend the Company, its partners and its customers by determining the scope, enforceability and validity of third party proprietary rights, or to establish and enforce the Company’s proprietary rights. The results of any current or future litigation cannot be predicted with certainty and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | 1 5 . Segment information The Company defines its operating segments as components of its business where separate financial information is available and used by the chief operating decision maker (“CODM”) in deciding how to allocate resources to its segments and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has identified two reportable segments for financial reporting purposes: Software and Client Engineering Services, or “CES”. The primary measure of segment operating performance is Adjusted EBITDA, which is defined as net income (loss) adjusted for income tax expense (benefit), interest expense, interest income and other, depreciation and amortization, stock-based compensation expense, restructuring charges, asset impairment charges and other special items as determined by management. Adjusted EBITDA includes an allocation of corporate headquarters costs. The Software reportable segment derives revenue from the sale and lease of licenses for software products focused on the development and application of simulation, data analytics, and high-performance computing technology to synthesize and optimize designs, processes and decisions for improved business performance. The Software segment also derives revenue from software support, upgrades, training and consulting services focused on product design and development expertise and analysis support from the component level up to complete product engineering at any stage of the lifecycle. The Client Engineering Services reportable segment provides support to its customers with long-term ongoing product design and development expertise in its market segments of Solvers & Optimization, Modeling & Visualization, Industrial and Concept Design, and high performance computing. The Company hires simulation specialists, designers, design engineers, materials experts, development and test specialists, manufacturing engineers and information technology and data analytics specialists for placement at customer sites for specific customer-directed assignments. The “All other” represents innovative services and products, including toggled ® ® Inter-segment sales are not significant for any period presented. The CODM does not review asset information by segment when assessing performance , therefore , no asset information is provided for reportable segments. The accounting policies of the segments are the same as those described in Note 1 – Organization and summary of significant a ccounting policies. The following tables are in thousands: Three months ended September 30, 2020 Software CES All other Total Revenue $ 93,980 $ 10,868 $ 1,608 $ 106,456 Adjusted EBITDA $ 7,071 $ 1,607 $ (503 ) $ 8,175 Three months ended September 30, 2019 Software CES All other Total Revenue $ 85,772 $ 12,803 $ 1,831 $ 100,406 Adjusted EBITDA $ (2,834 ) $ 1,707 $ (1,208 ) $ (2,335 ) Nine months ended September 30, 2020 Software CES All other Total Revenue $ 296,634 $ 34,386 $ 5,460 $ 336,480 Adjusted EBITDA $ 32,637 $ 4,086 $ (1,127 ) $ 35,596 Nine months ended September 30, 2019 Software CES All other Total Revenue $ 291,150 $ 37,265 $ 6,623 $ 335,038 Adjusted EBITDA $ 26,415 $ 4,280 $ (3,881 ) $ 26,814 Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Reconciliation of Adjusted EBITDA to U.S. GAAP income before income taxes: Adjusted EBITDA $ 8,175 $ (2,335 ) $ 35,596 $ 26,814 Stock-based compensation expense (6,234 ) (2,292 ) (13,939 ) (5,584 ) Interest expense (2,934 ) (2,726 ) (8,590 ) (3,586 ) Interest income and other (1) 1,041 76 1,501 (633 ) Depreciation and amortization (5,623 ) (5,368 ) (16,916 ) (15,836 ) (Loss) income before income taxes $ (5,575 ) $ (12,645 ) $ (2,348 ) $ 1,175 (1) Included in 2020 are a) $1.0 million of proceeds from settlements related to a historical acquisition for both the three and nine months ended September 30, 2020, and b) $0.6 million of severance expense for the nine months ended September 30, 2020. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent events In October 2020, the Company acquired M-Base Engineering + Software GmbH, located in Aachen, Germany (“M-Base”). M-Base is a leading international supplier of material database and material information systems, with a focus on plastics. The acquisition of M-Base will enable the Company to offer a comprehensive, high-fidelity plastics database, which will directly connect with the Company’s solvers. |
Organization and Description _2
Organization and Description of Business (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | Basis of presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Accordingly, the accompanying statements do not include all the information and notes required by GAAP for complete financial statements. The accompanying unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements (and notes thereto) for the year ended December 31, 2019, included in the most recent Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements have been included, and all adjustments are of a normal and recurring nature. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting periods. Considerable judgment is often involved in making these determinations; use of different assumptions could result in significantly different results. Management believes its assumptions and estimates are reasonable and appropriate. However, actual results may differ from those estimates. In addition, the results of operations for the three and nine months ended September 30, 2020, are not necessarily indicative of the results that may be expected for any future period. |
Use of Estimates | Use of estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting periods. On an ongoing basis, management evaluates its significant estimates including the stand alone selling price, or SSP, for each distinct performance obligation included in customer contracts with multiple performance obligations, valuation of acquired intangible assets in business combinations, the incremental borrowing rate used in the valuation of lease liabilities, the determination of the period of benefit for capitalized costs to obtain a contract, fair value of convertible senior notes, provision for credit loss, tax valuation allowances, liabilities for uncertain tax provisions, impairment of goodwill and intangible assets, retirement obligations, useful lives of intangible assets, revenue for fixed price contracts, and stock-based compensation. Actual results could differ from those estimates. |
COVID-19 | COVID-19 In March 2020, The World Health Organization declared the outbreak of COVID-19 a pandemic, and a public health emergency of international concern. The global spread of COVID-19 created significant volatility and . Such conditions are expected to continue. To limit the spread of COVID-19, governments have taken various actions, from time to time, including the issuance of stay-at-home orders, and social distancing guidelines. Some of these actions have varied from initial responses, pivoting between full or complete to partial or limited restrictions depending upon local or regional conditions. Accordingly, many businesses have adjusted to these actions by reducing or suspending operating or other activities. This has negatively impacted several of the markets the Company serves, including the automotive and aerospace markets. The Company continues to robustly engage with its customers, primarily virtually. While the Company believes this active level of engagement may mitigate potential and evolving negative impacts from COVID-19, In certain cases, the Company has provided longer than normal payment terms to certain of its customers; however, the terms are less than one year, and the Company does not expect this to materially affect its consolidated financial statements. impact on some of the Company’s customers has primarily contributed to the decrease in revenue for s oftware r elated and c lient e ngineering s ervices. The Company’s s oftware p roduct revenu e has been affected by elongated sales cycles for some of its customers along with greater challenges in securing new and expansion business. T he Company is unable to accurately predict the full impact that COVID-19 will have due to numerous uncertainties, including the full scope of the disease, the duration of the initial outbreak or the number and intensity of subsequent waves of infections , actions that may be taken by governmental authorities, the impact to the businesses of the Company’s customers and partners , and the development of treatments and vaccines . Even after the COVID-19 pandemic subside s , the Company may experience material adverse impacts to its business as a result of any economic recession or depression that has occurred or may occur in the future. The Company will continue to evaluate the nature and extent of the impact to its business, consolidated results of operations, and financial condition. |
Cash, Cash Equivalents and Restricted Cash | Cash, cash equivalents and restricted cash The Company considers all highly liquid investments with original or remaining maturities of 90 days or less at the date of purchase to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. Restricted cash is included in other long-term assets on the consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheets that sum to the total of the amounts reported in the consolidated statement of cash flows (in thousands): September 30, 2020 December 31, 2019 Cash and cash equivalents $ 245,364 $ 223,117 Restricted cash included in other long-term assets 315 380 Total cash, cash equivalents, and restricted cash $ 245,679 $ 223,497 Restricted cash represents amounts required for a contractual agreement with an insurer for the payment of potential health insurance claims, and term deposits for bank guarantees. |
Inventory | Inventory Inventory consists of finished goods and is stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonable predictable costs of completion, disposal, and transportation. The valuation of inventory requires management to estimate excess inventory as well as inventory that is not of saleable quality. The determination of obsolete or excess inventory requires management to estimate market conditions and future demand for the Company’s products. Inventory was $2.7 million and $2.4 million at September 30, 2020 and December 31, 2019, respectively, and is included in prepaid expenses and other current assets in the consolidated balance sheets. |
Receivable for French R&D Credit | Receivable for French R&D credit The French government provides a research and development (“R&D”) tax credit known as Credit Impôt Recherche, or CIR, in order to encourage Companies to invest in R&D activities. The tax credit is deductible from French income tax and any excess is carried forward three years. After three years, any unused credit may be reimbursed to the Company by the French government. As of September 30, 2020, the Company had approximately $12.6 million of receivables from the French government related to CIR, of which $3.1 million was recorded in income tax receivable and the remaining $9.5 million was recorded in other long-term assets. As of December 31, 2019, the Company had approximately $12.1 million of receivables from the French government related to CIR, of which $2.5 million was recorded in income tax receivable and the remaining $9.6 million was recorded in other long-term assets. CIR is subject to customary audit by French tax authorities. |
Mezzanine Equity | Mezzanine equity In 2017, the Company issued 200,000 shares of Class A common stock to a third party as partial consideration for the purchase of developed technology. These shares have a put right that can be exercised by the holder five years from date of purchase at $12.50 per share that requires the shares to be recorded at fair value at the issuance date and classified as mezzanine equity in the consolidated balance sheet. The put right option is terminated if the shareholders sell their shares. As of December 31, 2017, the Company concluded that it is no longer probable that the put option will be exercised as the put value is substantially below market value and subsequent adjustment is not required. During the quarter ended June 30, 2020, the third party holder sold 133,336 shares on the open market and as a result, the issuance value of those shares was reclassified into permanent equity from mezzanine equity. The remaining 66,664 shares continue to be classified as mezzanine equity until one of the following three events take place: (1) the shares are sold on the open market; (2) a redemption feature lapses; or (3) there is a modification of the terms of the instrument. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities, and operating lease liabilities, net of current portion on the Company’s consolidated balance sheets. Finance leases are included in property and equipment, current portion of long-term debt, and long-term debt, net of current portion on the consolidated balance sheets. The Company did not receive any lease concessions related to COVID-19 that had a material effect on the Company’s consolidated financial statements. |
Other Income, Net | Other income, net Other income, net consists of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Foreign exchange (gain) loss $ (691 ) $ 514 $ (723 ) $ 694 Interest income and other (91 ) (1,102 ) (1,129 ) (1,397 ) Other income, net $ (782 ) $ (588 ) $ (1,852 ) $ (703 ) |
Recent Accounting Guidance | Recent accounting guidance Accounting standards adopted Credit Losses – In June 2016, the FASB issued ASU 2016-13, . The ASU significantly changed how entities measure credit losses on most financial assets. The Company adopted ASU 2016-13 effective January 1, 2020 and recorded a cumulative effect adjustment to retained earnings of $0.4 million related to the adoption of ASU 2016-13; prior periods have not been adjusted. Under this new accounting standard, beginning January 1, 2020, a provision for expected credit losses for groups of billed and unbilled receivables and contract assets that share similar risk characteristics is recorded based on an evaluation of historical loss experience, current conditions, and reasonable and supportable forecasts. Accounts are written off when it becomes apparent that such amounts will not be collected, generally when amounts are past due by greater than one year. Generally, the Company does not require collateral or charge interest on accounts receivable. Accounts receivable were reported net of a provision for credit loss of $2.8 million and $1.4 million at September 30, 2020 and December 31, 2019, respectively. The change in the provision for credit loss was driven by the $0.4 million from the adoption of ASU 2016-13 and incremental losses in the current year including an immaterial impact of COVID-19 as the Company made an adjustment to increase expected credit loss rates subsequent to the adoption. The impact resulting from the increased credit loss rates did not have a material effect on the Company’s consolidated financial statements, and is reflected in the amounts noted above. Fair Value – In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. This ASU modifies the disclosure requirements for fair value measurements, by removing, modifying, or adding certain disclosures. The Company adopted ASU 2018-13 on January 1, 2020. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements . Intangibles – In August 2018, the FASB issued ASU 2018-15, This ASU clarifies and aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The Company adopted ASU 2018-15 on January 1, 2020, on a prospective basis. The adoption of this guidance did not have a material effect on the Company’s consolidated financial statements . Accounting standards not yet adopted Retirement Benefits – In August 2018, the FASB issued ASU 2018-14, This ASU modifies the disclosure requirements for defined benefit pension or other postretirement plans. The amendments are effective for fiscal years ending after December 15, 2020; early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures and does not expect this guidance to have a material effect on its consolidated financial statements. Income Taxes – In December 2019, the FASB issued ASU 2019-12, This ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and improves consistent application of GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020; early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures and does not expect this guidance to have a material effect on its consolidated financial statements . Reference Rate Reform – In March 2020, the FASB issued ASU 2020-04. Facilitation of the Effects of Reference Rate Reform on Financial Reporting This ASU provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another rate that is expected to be discontinued. The amendments in the guidance are optional and effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures and does not expect this guidance to have a material effect on its consolidated financial statements. Debt – In August 2020, the FASB issued ASU No. 2020-06, This ASU simplifies the accounting for convertible instruments by eliminating certain separation models. Under ASU 2020 - 06 , a convertible debt instrument will generally be reported as a single liability at its amortized cost with no separate accounting for embedded conversion features. The update also requires the if-converted method to be used for convertible instruments and the effect of potential share settlement be included in the diluted earnings per share calculation when an instrument may be settled in cash or shares. The amendments in this update are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The guidance allows entities to use a modified or full retrospective transition method. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the timing and method of adoption and the related effect of the new guidance on its consolidated financial statements and earnings per share attributable to common stockholders. |
Organization and Description _3
Organization and Description of Business (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash | . The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheets that sum to the total of the amounts reported in the consolidated statement of cash flows (in thousands): September 30, 2020 December 31, 2019 Cash and cash equivalents $ 245,364 $ 223,117 Restricted cash included in other long-term assets 315 380 Total cash, cash equivalents, and restricted cash $ 245,679 $ 223,497 |
Schedule of Other Income, Net | Other income, net consists of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Foreign exchange (gain) loss $ (691 ) $ 514 $ (723 ) $ 694 Interest income and other (91 ) (1,102 ) (1,129 ) (1,397 ) Other income, net $ (782 ) $ (588 ) $ (1,852 ) $ (703 ) |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The Company disaggregates its software revenue by type of performance obligation and timing of revenue recognition as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Software revenue: Term licenses $ 47,386 $ 38,794 $ 160,027 $ 149,825 Perpetual licenses 7,637 8,059 23,557 30,302 Maintenance 29,374 26,898 86,467 74,983 Professional services and other 3,413 4,065 8,035 10,405 Total software revenue $ 87,810 $ 77,816 $ 278,086 $ 265,515 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following (in thousands): September 30, December 31, 2020 2019 Land $ 9,927 $ 9,942 Building and improvements 15,558 15,512 Computer equipment and software 39,425 37,361 Office furniture, equipment and other 8,736 8,029 Leasehold improvements 9,377 9,014 Right-of-use assets under finance leases 2,681 2,745 Total property and equipment 85,704 82,603 Less: accumulated depreciation and amortization 51,303 46,306 Property and equipment, net $ 34,401 $ 36,297 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill Attributable to Software Reporting Segment | The changes in the carrying amount of goodwill, which is attributable to the Software reporting segment, were as follows (in thousands): Balance at December 31, 2019 $ 233,683 Acquisitions 36,998 Effects of foreign currency translation and other (30 ) Balance at September 30, 2020 $ 270,651 |
Schedule of Other Intangible Assets | A summary of other intangible assets is shown below (in thousands): September 30, 2020 Weighted average amortization period Gross carrying amount Accumulated amortization Net carrying amount Definite-lived intangible assets: Developed technology 4-6 years $ 61,039 $ 33,219 $ 27,820 Customer relationships 7-10 years 32,983 14,819 18,164 Other intangibles 10 years 184 57 127 Total definite-lived intangible assets 94,206 48,095 46,111 Indefinite-lived intangible assets: Trade names 10,630 10,630 Total other intangible assets $ 104,836 $ 48,095 $ 56,741 December 31, 2019 Weighted average amortization period Gross carrying amount Accumulated amortization Net carrying amount Definite-lived intangible assets: Developed technology 4-6 years $ 60,916 $ 25,838 $ 35,078 Customer relationships 7-10 years 32,582 11,575 21,007 Other intangibles 10 years 111 62 49 Total definite-lived intangible assets 93,609 37,475 56,134 Indefinite-lived intangible assets: Trade names 10,941 10,941 Total other intangible assets $ 104,550 $ 37,475 $ 67,075 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Value of Debt | The carrying value of debt is as follows (in thousands): September 30, December 31, 2020 2019 Convertible senior notes $ 230,000 $ 230,000 Revolving credit facility 30,000 — Obligations for finance leases 877 1,174 Total debt 260,877 231,174 Less: unamortized debt discount 39,647 46,820 Less: unamortized debt issuance costs 4,855 5,686 Less: current portion of long-term debt 430 430 Long-term debt, net of current portion $ 215,945 $ 178,238 |
Schedule of Net Carrying Value of Liability Component of Convertible Notes | The net carrying value of the liability component of the Convertible Notes was as follows (in thousands): September 30, December 31, 2020 2019 Principal $ 230,000 $ 230,000 Less: unamortized debt discount 39,647 46,820 Less: unamortized debt issuance costs 4,810 5,686 Net carrying amount $ 185,543 $ 177,494 |
Schedule of Interest Expense Recognized Related to Convertible Notes | The interest expense recognized related to the Convertible Notes was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Contractual interest expense $ 143 $ 144 $ 431 $ 169 Amortization of debt issuance cost and discount 2,720 2,577 8,050 3,024 Total $ 2,863 $ 2,721 $ 8,481 $ 3,193 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Other Liabilities Disclosure [Abstract] | |
Summary of Other Accrued Expenses and Current Liabilities | The following table provides the details of other accrued expenses and current liabilities (in thousands): September 30, December 31, 2020 2019 Income taxes payable $ 4,852 $ 6,008 Accrued VAT 4,417 5,312 Accrued professional fees 3,997 2,581 Accrued royalties 2,063 2,314 Defined contribution plan liabilities 1,656 1,593 Obligations for acquisition of businesses 1,362 1,362 Billings in excess of cost 541 879 Non-income tax liabilities 898 1,253 Other current liabilities 5,820 7,301 Total $ 25,606 $ 28,603 |
Summary of Other Long-term Liabilities | The following table provides details of other long-term liabilities (in thousands): September 30, December 31, 2020 2019 Pension and other post retirement liabilities $ 11,430 $ 10,379 Deferred tax liabilities 6,885 6,275 Other liabilities 2,808 10,018 Total $ 21,123 $ 26,672 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Numerators and Denominators Used in Basic and Diluted Net Loss Per Share Amounts | The following table sets forth the computation of the numerators and denominators used in the basic and diluted net loss per share amounts (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Numerator: Net loss $ (8,505 ) $ (15,939 ) $ (12,698 ) $ (6,040 ) Denominator: Denominator for basic loss per share— weighted average shares 73,311 71,770 72,979 71,313 Effect of dilutive securities, stock options and RSUs — — — — Denominator for dilutive loss per share 73,311 71,770 72,979 71,313 Net loss per share attributable to common stockholders, basic and diluted $ (0.12 ) $ (0.22 ) $ (0.17 ) $ (0.08 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Summary of Fair value of Company's Stock Options Granted | The fair values of the Company’s stock options granted during the nine months ended September 30, 2020, were estimated using the following assumptions: 2020 grants Weighted average grant date fair value per share $ 38.11 - 39.82 Expected volatility 35 - 42% Expected term (in years) 6.25 Risk-free interest rate 0.46 - 1.80% Expected dividend yield 0 % |
Summary of Stock-Based Compensation | Stock-based compensation expense The stock-based compensation expense was recorded as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Cost of revenue – software $ 684 $ 384 $ 1,602 $ 727 Research and development 2,428 674 5,686 1,611 Sales and marketing 1,949 625 3,949 1,562 General and administrative 1,173 609 2,702 1,684 Total stock-based compensation expense $ 6,234 $ 2,292 $ 13,939 $ 5,584 |
NSO Plan [Member] | |
Summary of Stock Option Activity | The following table summarizes the stock option activity under the NSO Plan for the period: Number of options Weighted average exercise price per share Weighted average remaining contractual term (years) Aggregate intrinsic value (in millions) Outstanding at January 1, 2020 3,557,436 $ 0.000025 17.0 $ 127.8 Exercised (532,200 ) $ 0.000025 Forfeited — — Outstanding and exercisable at September 30, 2020 3,025,236 $ 0.000025 16.3 $ 127.0 |
ISO Plan [Member] | |
Summary of Stock Option Activity | The following table summarizes the stock option activity under the 2001 stock-based compensation plans for the period: Number of options Weighted average exercise price per share Weighted average remaining contractual term (years) Aggregate intrinsic value (in millions) Outstanding at January 1, 2020 103,000 $ 0.64 1.0 $ 3.6 Exercised (69,500 ) $ 0.64 Forfeited — — Outstanding and exercisable at September 30, 2020 33,500 $ 0.64 0.3 $ 1.4 |
2012 Plan [Member] | |
Summary of Stock Option Activity | The following table summarizes the stock option activity under the 2012 Plan for the period: Number of options Weighted average exercise price per share Weighted average remaining contractual term (years) Aggregate intrinsic value (in millions) Outstanding at January 1, 2020 1,183,817 $ 4.23 6.1 Granted — — Exercised (213,837 ) $ 3.79 Forfeited (7,400 ) $ 4.56 Outstanding at September 30, 2020 962,580 $ 4.29 5.4 Exercisable at September 30, 2020 828,690 $ 4.14 5.2 $ 31.4 |
2017 Plan [Member] | |
Summary of Stock Option Activity | The following table summarizes the stock option activity under the 2017 Plan for the period: Number of options Weighted average exercise price per share Weighted average remaining contractual term (years) Aggregate intrinsic value (in millions) Outstanding at January 1, 2020 20,000 $ 38.11 9.2 Granted 2,127,454 $ 39.49 Exercised (5,000 ) $ 38.11 Forfeited (10,972 ) $ 39.36 Outstanding at September 30, 2020 2,131,482 $ 39.48 9.7 Exercisable at September 30, 2020 158 $ 29.22 8.5 $ 0.0 |
Summary of Restricted Stock Units Awarded | The following table summarizes the restricted stock units, or RSUs, awarded under the 2017 Plan for the period: Number of RSUs Outstanding at January 1, 2020 781,301 Granted 587,223 Vested (209,341 ) Forfeited (35,491 ) Outstanding at September 30, 2020 1,123,692 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense and Effective Tax Rate | The Company’s income tax expense and effective tax rate for the three and nine months ended September 30, 2020 and 2019, were as follows (in thousands, except percentages): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Income tax expense $ 2,930 $ 3,294 $ 10,350 $ 7,215 Effective tax rate (53 %) (26 %) (441 %) 614 % |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Loss | The components of accumulated other comprehensive loss were as follows (in thousands): Foreign currency translation Retirement related benefit plans Total Balance at January 1, 2020 $ (6,928 ) $ (2,600 ) $ (9,528 ) Other comprehensive loss before reclassification (446 ) (22 ) (468 ) Amounts reclassified from accumulated other comprehensive loss — 132 132 Tax effects — — — Other comprehensive (loss) income (446 ) 110 (336 ) Balance at September 30, 2020 $ (7,374 ) $ (2,490 ) $ (9,864 ) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following tables are in thousands: Three months ended September 30, 2020 Software CES All other Total Revenue $ 93,980 $ 10,868 $ 1,608 $ 106,456 Adjusted EBITDA $ 7,071 $ 1,607 $ (503 ) $ 8,175 Three months ended September 30, 2019 Software CES All other Total Revenue $ 85,772 $ 12,803 $ 1,831 $ 100,406 Adjusted EBITDA $ (2,834 ) $ 1,707 $ (1,208 ) $ (2,335 ) Nine months ended September 30, 2020 Software CES All other Total Revenue $ 296,634 $ 34,386 $ 5,460 $ 336,480 Adjusted EBITDA $ 32,637 $ 4,086 $ (1,127 ) $ 35,596 Nine months ended September 30, 2019 Software CES All other Total Revenue $ 291,150 $ 37,265 $ 6,623 $ 335,038 Adjusted EBITDA $ 26,415 $ 4,280 $ (3,881 ) $ 26,814 |
Reconciliation of U.S. GAAP Income Before Income Taxes to Adjusted EBITDA | Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Reconciliation of Adjusted EBITDA to U.S. GAAP income before income taxes: Adjusted EBITDA $ 8,175 $ (2,335 ) $ 35,596 $ 26,814 Stock-based compensation expense (6,234 ) (2,292 ) (13,939 ) (5,584 ) Interest expense (2,934 ) (2,726 ) (8,590 ) (3,586 ) Interest income and other (1) 1,041 76 1,501 (633 ) Depreciation and amortization (5,623 ) (5,368 ) (16,916 ) (15,836 ) (Loss) income before income taxes $ (5,575 ) $ (12,645 ) $ (2,348 ) $ 1,175 (1) Included in 2020 are a) $1.0 million of proceeds from settlements related to a historical acquisition for both the three and nine months ended September 30, 2020, and b) $0.6 million of severance expense for the nine months ended September 30, 2020. |
Organization and Description _4
Organization and Description of Business - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 245,364 | $ 223,117 | ||
Restricted cash included in other long-term assets | 315 | 380 | ||
Total cash, cash equivalents, and restricted cash | $ 245,679 | $ 223,497 | $ 247,299 | $ 35,685 |
Organization and Description _5
Organization and Description of Business - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2017 | Jun. 30, 2020 | Dec. 31, 2019 | |
Organization and Description of Business [Line Items] | ||||
Inventory | $ 2,700 | $ 2,400 | ||
Income tax receivable, current | $ 7,091 | 7,264 | ||
Shares issued | 133,336 | |||
Remaining mezzanine equity | 66,664 | |||
Class A Common Stock [Member] | Put Option [Member] | ||||
Organization and Description of Business [Line Items] | ||||
Shares issued | 200,000 | |||
Put right, exercise price | $ 12.50 | |||
Put right exercise period from date of purchase | 5 years | |||
Ministry of the Economy, Finance and Industry, France [Member] | Research and Development Tax Credit Carryforward [Member] | ||||
Organization and Description of Business [Line Items] | ||||
Tax credit carryforward, period | 3 years | |||
Income tax receivables | $ 12,600 | 12,100 | ||
Income tax receivable, current | 3,100 | 2,500 | ||
Income tax receivable, noncurrent | $ 9,500 | $ 9,600 |
Organization and Description _6
Organization and Description of Business - Schedule of Other Income, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||
Foreign exchange (gain) loss | $ (691) | $ 514 | $ (723) | $ 694 |
Interest income and other | (91) | (1,102) | (1,129) | (1,397) |
Other income, net | $ (782) | $ (588) | $ (1,852) | $ (703) |
Recent Accounting Guidance - Ad
Recent Accounting Guidance - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Cumulative effect adjustment to retained earnings | $ (95,491) | $ (82,405) | |
Provision for credit loss | $ 2,800 | $ 1,400 | |
ASU 2016-13 | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | ||
Change in provision for credit loss | $ 400 | ||
ASU 2016-13 | Cumulative Effect, Period of Adoption, Adjustment [Member] | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Cumulative effect adjustment to retained earnings | $ 400 | ||
ASU 2018-13 | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | ||
ASU 2018-15 | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Schedule of Disaggregation of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 106,456 | $ 100,406 | $ 336,480 | $ 335,038 |
Term Licenses [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 47,386 | 38,794 | 160,027 | 149,825 |
Perpetual Licenses [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 7,637 | 8,059 | 23,557 | 30,302 |
Maintenance [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 29,374 | 26,898 | 86,467 | 74,983 |
Professional Services and Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 3,413 | 4,065 | 8,035 | 10,405 |
Software [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 87,810 | $ 77,816 | $ 278,086 | $ 265,515 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Revenue From Contracts With Customers [Line Items] | |||||
Percentage of net revenues through indirect channels | 10.00% | 10.00% | |||
Capitalized contract cost, amortization period | 4 years | 4 years | |||
Capitalized contract cost, amortization method | straight-line basis | ||||
Deferred revenue, revenue recognized | $ 66.9 | ||||
Contracted revenue not yet recognized | $ 120.3 | $ 120.3 | |||
Revenue recognize percentage | 80.00% | 80.00% | |||
Sales and Marketing Expense [Member] | |||||
Revenue From Contracts With Customers [Line Items] | |||||
Capitalized contract cost, amortization expense | $ 2 | $ 1.1 | $ 3.6 | $ 3.3 | |
Prepaid and Other Current Assets [Member] | |||||
Revenue From Contracts With Customers [Line Items] | |||||
Capitalized contract cost net, current | 2.7 | 2.7 | $ 2.3 | ||
Contract assets | 2.4 | 2.4 | 2.7 | ||
Other Long-Term Assets [Member] | |||||
Revenue From Contracts With Customers [Line Items] | |||||
Capitalized contract cost net, noncurrent | 0.6 | 0.6 | 0.8 | ||
Accounts Receivable [Member] | |||||
Revenue From Contracts With Customers [Line Items] | |||||
Contract assets | $ 6.7 | $ 6.7 | $ 4.5 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Additional Information (Detail)1 | Sep. 30, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-10-01 | |
Revenue From Contracts With Customers [Line Items] | |
Revenue, remaining contractual obligation, expected to recognize, period | 12 months |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Univa [Member] | ||
Business Acquisition [Line Items] | ||
Business acquisition, preliminary base purchase price | $ 30.1 | |
Preliminary base purchase price allocation maximum evaluation period from acquisition date | 1 year | |
Other Business Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Preliminary base purchase price allocation maximum evaluation period from acquisition date | 1 year | |
Aggregate purchase price | $ 9.4 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 85,704 | $ 82,603 |
Less: accumulated depreciation and amortization | 51,303 | 46,306 |
Property and equipment, net | 34,401 | 36,297 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 9,927 | 9,942 |
Building and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 15,558 | 15,512 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 39,425 | 37,361 |
Office Furniture Equipment and Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 8,736 | 8,029 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 9,377 | 9,014 |
Right-of-Use Assets Under Finance Leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,681 | $ 2,745 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense, including amortization of right-of-use assets under finance leases | $ 1.7 | $ 1.9 | $ 5.5 | $ 5.2 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Changes in Carrying Amount of Goodwill Attributable to Software Reporting Segment (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Beginning Balance | $ 233,683 |
Acquisitions | 36,998 |
Effects of foreign currency translation and other | (30) |
Ending Balance | $ 270,651 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Other Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Summary Of Other Intangible Assets [Line Items] | ||
Gross carrying amount | $ 94,206 | $ 93,609 |
Accumulated amortization | 48,095 | 37,475 |
Net carrying amount | 46,111 | 56,134 |
Gross carrying amount | 104,836 | 104,550 |
Net carrying amount | 56,741 | 67,075 |
Developed Technology [Member] | ||
Summary Of Other Intangible Assets [Line Items] | ||
Gross carrying amount | 61,039 | 60,916 |
Accumulated amortization | 33,219 | 25,838 |
Net carrying amount | $ 27,820 | $ 35,078 |
Developed Technology [Member] | Minimum [Member] | ||
Summary Of Other Intangible Assets [Line Items] | ||
Weighted-average useful life of acquired finite-lived intangible assets | 4 years | 4 years |
Developed Technology [Member] | Maximum [Member] | ||
Summary Of Other Intangible Assets [Line Items] | ||
Weighted-average useful life of acquired finite-lived intangible assets | 6 years | 6 years |
Customer Relationships [Member] | ||
Summary Of Other Intangible Assets [Line Items] | ||
Gross carrying amount | $ 32,983 | $ 32,582 |
Accumulated amortization | 14,819 | 11,575 |
Net carrying amount | $ 18,164 | $ 21,007 |
Customer Relationships [Member] | Minimum [Member] | ||
Summary Of Other Intangible Assets [Line Items] | ||
Weighted-average useful life of acquired finite-lived intangible assets | 7 years | 7 years |
Customer Relationships [Member] | Maximum [Member] | ||
Summary Of Other Intangible Assets [Line Items] | ||
Weighted-average useful life of acquired finite-lived intangible assets | 10 years | 10 years |
Other Intangibles [Member] | ||
Summary Of Other Intangible Assets [Line Items] | ||
Weighted-average useful life of acquired finite-lived intangible assets | 10 years | 10 years |
Gross carrying amount | $ 184 | $ 111 |
Accumulated amortization | 57 | 62 |
Net carrying amount | 127 | 49 |
Trade Names [Member] | ||
Summary Of Other Intangible Assets [Line Items] | ||
Net carrying amount | $ 10,630 | $ 10,941 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 3,858 | $ 3,545 | $ 11,390 | $ 10,673 |
Debt - Schedule of Carrying Val
Debt - Schedule of Carrying Value of Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total debt | $ 260,877 | $ 231,174 |
Less: unamortized debt discount | 39,647 | 46,820 |
Less: unamortized debt issuance costs | 4,855 | 5,686 |
Current portion of long-term debt | 430 | 430 |
Long-term debt, net of current portion | 215,945 | 178,238 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 30,000 | |
Convertible Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 230,000 | 230,000 |
Obligations for Finance Leases [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 877 | $ 1,174 |
Debt - Additional Information (
Debt - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2019USD ($)d$ / sharesshares | Jun. 30, 2019USD ($)$ / shares | Sep. 30, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | |
Debt Instrument [Line Items] | ||||
Debt instrument, equity component | $ 50,009,000 | |||
Convertible Senior Notes Due in 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, aggregate principal amount | $ 230,000,000 | $ 230,000,000 | ||
Debt instrument interest rate | 0.25% | 0.25% | ||
Additional principal amount of notes to underwriters | $ 30,000,000 | $ 30,000,000 | ||
Net proceeds from issuance of costs | $ 221,900,000 | |||
Debt instrument frequency of periodic payment | semi-annually | |||
Interest payment commencement date | Dec. 1, 2019 | |||
Debt instrument maturity date | Jun. 1, 2024 | |||
Debt instrument, description | The Convertible Notes bear interest at a rate of 0.25% per year, payable semi-annually in arrears on June 1 and December 1 of each year, commencing December 1, 2019. | |||
Debt instrument conversion rate principal amount of notes | $ 1,000 | 1,000 | ||
Debt instrument, convertible, terms of conversion feature | The Convertible Notes have an initial conversion rate of 21.5049 shares of the Company's Class A common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $46.50 per share of its Class A common stock. | |||
Debt instrument, equity component | $ 51,800,000 | |||
Net carrying value of equity component of convertible notes | $ 50,000,000 | $ 50,000,000 | ||
Convertible Senior Notes Due in 2024 [Member] | Class A Common Stock [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt conversion, converted instrument, shares issued | shares | 21.5049 | |||
Debt instrument conversion rate principal amount of notes | $ 1,000 | $ 1,000 | ||
Debt instrument convertible initial conversion price per share of common stock | $ / shares | $ 46.50 | $ 46.50 | $ 46.50 | |
Convertible Senior Notes Due in 2024 [Member] | Class A Common Stock [Member] | Convertible Notes, Holders Conversion Rights, Circumstances 1 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, convertible, consecutive trading days | d | 30 | |||
Convertible Senior Notes Due in 2024 [Member] | Class A Common Stock [Member] | Convertible Notes, Holders Conversion Rights, Circumstances 1 [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, convertible, trading days | d | 20 | |||
Debt instrument, convertible, threshold percentage of conversion price | 130.00% | |||
Convertible Senior Notes Due in 2024 [Member] | Class A Common Stock [Member] | Convertible Notes, Holders Conversion Rights, Circumstances 2 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument conversion rate principal amount of notes | $ 1,000 | $ 1,000 | ||
Debt instrument, convertible, consecutive trading days | d | 5 | |||
Debt instrument, convertible, business days | d | 5 | |||
Debt instrument, convertible, maximum threshold percentage of sale price of common stock during measurement period | 98.00% | |||
Twenty Nineteen Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Dec. 15, 2023 | |||
Credit facility | $ 150,000,000 | |||
Increase in line of credit borrowing capacity | 50,000,000 | |||
Increase in unrestricted domestic cash | $ 20,000,000 | |||
Maximum leverage ratio | 5.00% | |||
Twenty Nineteen Credit Agreement | Federal Funds Effective Swap Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 0.50% | |||
Twenty Nineteen Credit Agreement | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.00% | |||
Twenty Nineteen Credit Agreement | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Commitment fees on unused portion of the Revolving Credit Facility | 0.15% | |||
Senior secured leverage ratio | 3.00% | |||
Twenty Nineteen Credit Agreement | Minimum [Member] | Eurodollar Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Applicable margin for borrowings under new credit facility | 1.25% | |||
Twenty Nineteen Credit Agreement | Minimum [Member] | Swingline Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Applicable margin for borrowings under new credit facility | 0.25% | |||
Twenty Nineteen Credit Agreement | Minimum [Member] | APR Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Applicable margin for borrowings under new credit facility | 0.25% | |||
Twenty Nineteen Credit Agreement | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Commitment fees on unused portion of the Revolving Credit Facility | 0.30% | |||
EBITDA to cash Consolidated Interest Expense ratio | 3.00% | |||
Twenty Nineteen Credit Agreement | Maximum [Member] | Eurodollar Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Applicable margin for borrowings under new credit facility | 2.00% | |||
Twenty Nineteen Credit Agreement | Maximum [Member] | Swingline Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Applicable margin for borrowings under new credit facility | 1.00% | |||
Twenty Nineteen Credit Agreement | Maximum [Member] | APR Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Applicable margin for borrowings under new credit facility | 1.00% | |||
Secured Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Loan outstanding | $ 30,000,000 | |||
Amount available for future borrowing | $ 120,000,000 |
Debt - Schedule of Net Carrying
Debt - Schedule of Net Carrying Value of Liability Component of Convertible Notes (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Principal | $ 260,877 | $ 231,174 |
Less: unamortized debt discount | 39,647 | 46,820 |
Less: unamortized debt issuance costs | 4,855 | 5,686 |
Convertible Senior Notes Due in 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Principal | 230,000 | 230,000 |
Less: unamortized debt discount | 39,647 | 46,820 |
Less: unamortized debt issuance costs | 4,810 | 5,686 |
Net carrying amount | $ 185,543 | $ 177,494 |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense Recognized Related to Convertible Notes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Debt Instrument [Line Items] | ||||
Amortization of debt issuance cost and discount | $ 8,067 | $ 3,044 | ||
Convertible Senior Notes Due in 2024 [Member] | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 143 | $ 144 | 431 | 169 |
Amortization of debt issuance cost and discount | 2,720 | 2,577 | 8,050 | 3,024 |
Total | $ 2,863 | $ 2,721 | $ 8,481 | $ 3,193 |
Other Liabilities - Summary of
Other Liabilities - Summary of Other Accrued Expenses and Current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Other Liabilities Disclosure [Abstract] | ||
Income taxes payable | $ 4,852 | $ 6,008 |
Accrued VAT | 4,417 | 5,312 |
Accrued professional fees | 3,997 | 2,581 |
Accrued royalties | 2,063 | 2,314 |
Defined contribution plan liabilities | 1,656 | 1,593 |
Obligations for acquisition of businesses | 1,362 | 1,362 |
Billings in excess of cost | 541 | 879 |
Non-income tax liabilities | 898 | 1,253 |
Other current liabilities | 5,820 | 7,301 |
Total | $ 25,606 | $ 28,603 |
Other Liabilities - Summary o_2
Other Liabilities - Summary of Other Long-term Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Other Liabilities Disclosure [Abstract] | ||
Pension and other post retirement liabilities | $ 11,430 | $ 10,379 |
Deferred tax liabilities | 6,885 | 6,275 |
Other liabilities | 2,808 | 10,018 |
Total | $ 21,123 | $ 26,672 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Millions | Sep. 30, 2020USD ($) |
Fair Value Disclosures [Abstract] | |
Fair value of convertible notes | $ 255.3 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Numerators and Denominators Used in Basic and Diluted Net Loss Per Share Amounts (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator: | ||||||||
Net loss | $ (8,505) | $ (10,223) | $ 6,030 | $ (15,939) | $ (3,120) | $ 13,019 | $ (12,698) | $ (6,040) |
Denominator: | ||||||||
Denominator for basic loss per share— weighted average shares | 73,311 | 71,770 | 72,979 | 71,313 | ||||
Denominator for dilutive loss per share | 73,311 | 71,770 | 72,979 | 71,313 | ||||
Net loss per share attributable to common stockholders, basic and diluted | $ (0.12) | $ (0.22) | $ (0.17) | $ (0.08) |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Detail) - $ / shares shares in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | |
Earnings Per Share Basic [Line Items] | |||||
Anti-dilutive stock options excluded from computation of loss per share | 3.7 | 5.3 | 5.1 | 5.8 | |
Class A Common Stock [Member] | Convertible Senior Notes Due in 2024 [Member] | |||||
Earnings Per Share Basic [Line Items] | |||||
Debt instrument convertible initial conversion price per share of common stock | $ 46.50 | $ 46.50 | $ 46.50 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) $ / shares in Units, $ in Millions | 9 Months Ended | |||||
Sep. 30, 2020USD ($)Installment$ / sharesshares | Dec. 02, 2020shares | Jan. 01, 2020shares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2012shares | Dec. 31, 2001shares | |
NSO Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options, outstanding | 3,025,236 | 3,557,436 | ||||
Exercise price stock options outstanding | $ / shares | $ 0.000025 | $ 0.000025 | ||||
Contractual term | 35 years | |||||
Intrinsic value of options exercised | $ | $ 19.3 | |||||
ISO Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options, outstanding | 103,000 | |||||
Exercise price stock options outstanding | $ / shares | $ 0.64 | |||||
Contractual term | 10 years | |||||
Intrinsic value of options exercised | $ | $ 2 | |||||
ISO Plan [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options vesting period | 2 years | |||||
ISO Plan [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options vesting period | 3 years | |||||
ISO Plan [Member] | Class A Common Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares authorized | 11,153,872 | |||||
2012 Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options, outstanding | 962,580 | 1,183,817 | ||||
Exercise price stock options outstanding | $ / shares | $ 4.29 | $ 4.23 | ||||
Contractual term | 10 years | |||||
Intrinsic value of options exercised | $ | $ 7.4 | |||||
Total requisite service period of awards | 4 years | |||||
Compensation cost related to nonvested awards not yet recognized | $ | $ 0.2 | |||||
Weighted average period of recognition | 8 months 12 days | |||||
2012 Plan [Member] | Class A Common Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares authorized | 5,200,000 | |||||
2017 Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options, outstanding | 2,131,482 | 20,000 | ||||
Exercise price stock options outstanding | $ / shares | $ 39.48 | $ 38.11 | ||||
2017 Plan [Member] | Scenario Forecast [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Additional stock options expects to grant | 2,000,000 | |||||
2017 Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost related to nonvested awards not yet recognized | $ | $ 57.6 | |||||
Weighted average period of recognition | 3 years | |||||
Weighted average grant date fair value of RSUs | $ / shares | $ 33.74 | |||||
Number of vesting equal annual installments | Installment | 4 | |||||
2017 Plan [Member] | Class A Common Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for issuance | 10,277,034 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock Option Activity under NSO Plan (Detail) - NSO Plan [Member] $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Number of options, Outstanding, Beginning Balance | shares | 3,557,436 | |
Number of options, Exercised | shares | (532,200) | |
Number of options, Forfeited | shares | 0 | |
Number of options, Outstanding and exercisable, Ending Balance | shares | 3,025,236 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted average exercise price per share, Outstanding, Beginning Balance | $ / shares | $ 0.000025 | |
Weighted average exercise price per share, Exercised | $ / shares | 0.000025 | |
Weighted average exercise price per share, Forfeited | $ / shares | 0 | |
Weighted average exercise price per share, Outstanding and exercisable, Ending Balance | $ / shares | $ 0.000025 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual term (years), Outstanding | 17 years | |
Weighted average remaining contractual term (years), Outstanding and exercisable | 16 years 3 months 18 days | |
Aggregate intrinsic value, Outstanding | $ | $ 127.8 | |
Aggregate intrinsic value, Outstanding and exercisable | $ | $ 127 |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Stock Option Activity under ISO Plan (Detail) - ISO Plan [Member] $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Number of options, Outstanding, Beginning Balance | shares | 103,000 | |
Number of options, Exercised | shares | (69,500) | |
Number of options, Forfeited | shares | 0 | |
Number of options, Outstanding and exercisable, Ending Balance | shares | 33,500 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted average exercise price per share, Outstanding, Beginning Balance | $ / shares | $ 0.64 | |
Weighted average exercise price per share, Exercised | $ / shares | 0.64 | |
Weighted average exercise price per share, Forfeited | $ / shares | 0 | |
Weighted average exercise price per share, Outstanding and exercisable, Ending Balance | $ / shares | $ 0.64 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual term (years), Outstanding | 1 year | |
Weighted average remaining contractual term (years), Outstanding and exercisable | 3 months 18 days | |
Aggregate intrinsic value, Outstanding | $ | $ 3.6 | |
Aggregate intrinsic value, Outstanding and exercisable | $ | $ 1.4 |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of Stock Option Activity under 2012 Plan (Detail) - 2012 Plan [Member] $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Number of options, Outstanding, Beginning Balance | shares | 1,183,817 | |
Number of options, Granted | shares | 0 | |
Number of options, Exercised | shares | (213,837) | |
Number of options, Forfeited | shares | (7,400) | |
Number of options, Outstanding, Ending Balance | shares | 962,580 | 1,183,817 |
Number of options, Exercisable | shares | 828,690 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted average exercise price per share, Outstanding, Beginning Balance | $ / shares | $ 4.23 | |
Weighted average exercise price per share, Granted | $ / shares | 0 | |
Weighted average exercise price per share, Exercised | $ / shares | 3.79 | |
Weighted average exercise price per share, Forfeited | $ / shares | 4.56 | |
Weighted average exercise price per share, Outstanding, Ending Balance | $ / shares | 4.29 | $ 4.23 |
Weighted average exercise price per share, Exercisable | $ / shares | $ 4.14 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual term (years), Outstanding | 5 years 4 months 24 days | 6 years 1 month 6 days |
Weighted average remaining contractual term (years), Exercisable | 5 years 2 months 12 days | |
Aggregate intrinsic value, Exercisable | $ | $ 31.4 |
Stock-based Compensation - Su_4
Stock-based Compensation - Summary of Restricted Stock Units Awarded (Detail) - 2017 Plan [Member] - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 30, 2020shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Number of RSUs, Outstanding Beginning Balance | 781,301 |
Number of RSUs, Granted | 587,223 |
Number of RSUs, Vested | (209,341) |
Number of RSUs, Forfeited | (35,491) |
Number of RSUs, Outstanding Ending Balance | 1,123,692 |
Stock-based Compensation - Su_5
Stock-based Compensation - Summary of Stock Option Activity under 2017 Plan (Detail) - 2017 Plan [Member] $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Number of options, Outstanding, Beginning Balance | shares | 20,000 | |
Number of options, Granted | shares | 2,127,454 | |
Number of options, Exercised | shares | (5,000) | |
Number of options, Forfeited | shares | (10,972) | |
Number of options, Outstanding, Ending Balance | shares | 2,131,482 | 20,000 |
Number of options, Exercisable | shares | 158 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted average exercise price per share, Outstanding, Beginning Balance | $ / shares | $ 38.11 | |
Weighted average exercise price per share, Granted | $ / shares | 39.49 | |
Weighted average exercise price per share, Exercised | $ / shares | 38.11 | |
Weighted average exercise price per share, Forfeited | $ / shares | 39.36 | |
Weighted average exercise price per share, Outstanding, Ending Balance | $ / shares | 39.48 | $ 38.11 |
Weighted average exercise price per share, Exercisable | $ / shares | $ 29.22 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual term (years), Outstanding | 9 years 8 months 12 days | 9 years 2 months 12 days |
Weighted average remaining contractual term (years), Exercisable | 8 years 6 months | |
Aggregate intrinsic value, Exercisable | $ | $ 0 |
Stock-based Compensation - Su_6
Stock-based Compensation - Summary of Fair Value of Company's Stock Options Granted (Detail) | 9 Months Ended |
Sep. 30, 2020$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility, minimum | 35.00% |
Expected volatility, maximum | 42.00% |
Expected term (in years) | 6 years 3 months |
Risk-free interest rate, minimum | 0.46% |
Risk-free interest rate, maximum | 1.80% |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average grant date fair value per share | $ 38.11 |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average grant date fair value per share | $ 39.82 |
Stock-based Compensation - Su_7
Stock-based Compensation - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 6,234 | $ 2,292 | $ 13,939 | $ 5,584 |
Cost of Revenue - Software [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 684 | 384 | 1,602 | 727 |
Research and development [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 2,428 | 674 | 5,686 | 1,611 |
Sales and marketing [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 1,949 | 625 | 3,949 | 1,562 |
General and administrative [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 1,173 | $ 609 | $ 2,702 | $ 1,684 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense and Effective Tax Rate (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 2,930 | $ 3,294 | $ 10,350 | $ 7,215 |
Effective tax rate | (53.00%) | (26.00%) | (441.00%) | 614.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | Mar. 27, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Income Tax Disclosure [Abstract] | |||
Net discrete expense | $ 5.3 | $ 3.3 | |
Net operating loss offset of taxable income, percentage | 100.00% | ||
Percentage of interest expense deduction of adjusted taxable income | 50.00% |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | $ 354,950 | $ 359,841 | $ 354,707 | $ 293,686 |
Other comprehensive loss before reclassification | (468) | |||
Amounts reclassified from accumulated other comprehensive loss | 132 | |||
Total other comprehensive income (loss) | 4,514 | (2,856) | (336) | (670) |
Ending balance | 359,455 | 343,341 | 359,455 | 343,341 |
Foreign Currency Translation [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | (6,928) | |||
Other comprehensive loss before reclassification | (446) | |||
Total other comprehensive income (loss) | (446) | |||
Ending balance | (7,374) | (7,374) | ||
Retirement Related Benefit Plans [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | (2,600) | |||
Other comprehensive loss before reclassification | (22) | |||
Amounts reclassified from accumulated other comprehensive loss | 132 | |||
Total other comprehensive income (loss) | 110 | |||
Ending balance | (2,490) | (2,490) | ||
Accumulated Other Comprehensive Loss [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | (14,378) | (9,104) | (9,528) | (11,290) |
Ending balance | $ (9,864) | $ (11,960) | $ (9,864) | $ (11,960) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2013USD ($) | |
Datawatch Corporation [Member] | Panopticon AB [Member] | Swedish Tax Authorities [Member] | |
Loss Contingencies [Line Items] | |
Tax assessment, penalties and interest amount related to acquisition | $ 6.2 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2020Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 106,456 | $ 100,406 | $ 336,480 | $ 335,038 |
Adjusted EBITDA | 8,175 | (2,335) | 35,596 | 26,814 |
Software [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 93,980 | 85,772 | 296,634 | 291,150 |
Adjusted EBITDA | 7,071 | (2,834) | 32,637 | 26,415 |
CES [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 10,868 | 12,803 | 34,386 | 37,265 |
Adjusted EBITDA | 1,607 | 1,707 | 4,086 | 4,280 |
All Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 1,608 | 1,831 | 5,460 | 6,623 |
Adjusted EBITDA | $ (503) | $ (1,208) | $ (1,127) | $ (3,881) |
Segment Information - Reconcili
Segment Information - Reconciliation of U.S. GAAP Income Before Income Taxes to Adjusted EBITDA (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting [Abstract] | ||||
Adjusted EBITDA | $ 8,175 | $ (2,335) | $ 35,596 | $ 26,814 |
Stock-based compensation expense | (6,234) | (2,292) | (13,939) | (5,584) |
Interest expense | (2,934) | (2,726) | (8,590) | (3,586) |
Interest income and other | 1,041 | 76 | 1,501 | (633) |
Depreciation and amortization | (5,623) | (5,368) | (16,916) | (15,836) |
(Loss) income before income taxes | $ (5,575) | $ (12,645) | $ (2,348) | $ 1,175 |
Segment Information - Reconci_2
Segment Information - Reconciliation of U.S. GAAP Income Before Income Taxes to Adjusted EBITDA (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting [Abstract] | ||||
Proceeds from settlements related to historical acquisition | $ 1 | $ 1 | ||
Severance expense | $ 0.6 | |||
Nonrecurring severance expenses | $ 0.4 | $ 0.4 | ||
Nonrecurring acquisition related costs | $ 0.6 | 0.6 | ||
Impairment charges recognized in non-recurring adjustment for royalty contracts | $ 1 |