Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 18, 2022 | |
Document And Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
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 $0.0001 par value per share | |
Security Exchange Name | NASDAQ | |
Class A Common Stock [Member] | ||
Document And Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 52,025,249 | |
Class B Common Stock [Member] | ||
Document And Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 27,744,574 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 405,578 | $ 413,743 |
Accounts receivable, net | 112,444 | 137,561 |
Income tax receivable | 12,185 | 9,388 |
Prepaid expenses and other current assets | 25,467 | 27,529 |
Total current assets | 555,674 | 588,221 |
Property and equipment, net | 40,188 | 40,478 |
Operating lease right of use assets | 27,910 | 28,494 |
Goodwill | 379,320 | 370,178 |
Other intangible assets, net | 93,345 | 99,057 |
Deferred tax assets | 8,228 | 8,495 |
Other long-term assets | 29,025 | 28,352 |
TOTAL ASSETS | 1,133,690 | 1,163,275 |
CURRENT LIABILITIES: | ||
Accounts payable | 6,061 | 6,647 |
Accrued compensation and benefits | 35,038 | 42,307 |
Current portion of operating lease liabilities | 9,948 | 9,933 |
Other accrued expenses and current liabilities | 56,978 | 122,226 |
Deferred revenue | 96,529 | 93,160 |
Convertible senior notes, net | 226,187 | 199,705 |
Total current liabilities | 430,741 | 473,978 |
Operating lease liabilities, net of current portion | 18,847 | 19,550 |
Deferred revenue, non-current | 21,874 | 12,872 |
Other long-term liabilities | 43,019 | 42,894 |
TOTAL LIABILITIES | 514,481 | 549,294 |
Commitments and contingencies | ||
MEZZANINE EQUITY | 784 | 784 |
STOCKHOLDERS’ EQUITY: | ||
Preferred stock ($0.0001 par value), authorized 45,000 shares, none issued and outstanding | ||
Additional paid-in capital | 698,045 | 724,226 |
Accumulated deficit | (66,620) | (102,087) |
Accumulated other comprehensive loss | (13,008) | (8,950) |
TOTAL STOCKHOLDERS’ EQUITY | 618,425 | 613,197 |
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY | 1,133,690 | 1,163,275 |
Class A Common Stock [Member] | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock | 5 | 5 |
Class B Common Stock [Member] | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock | $ 3 | $ 3 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
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 | 52,011,000 | 52,011,000 |
Common stock, shares outstanding | 51,524,000 | 51,524,000 |
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 | 27,745,000 | 27,745,000 |
Common stock, shares outstanding | 27,745,000 | 27,745,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Total revenue | $ 159,781 | $ 150,163 |
Total cost of revenue | 31,603 | 33,422 |
Gross profit | 128,178 | 116,741 |
Operating expenses: | ||
Research and development | 43,094 | 38,276 |
Sales and marketing | 35,682 | 32,070 |
General and administrative | 23,569 | 23,926 |
Amortization of intangible assets | 5,903 | 4,877 |
Other operating income, net | (781) | (617) |
Total operating expenses | 107,467 | 98,532 |
Operating income | 20,711 | 18,209 |
Interest expense | 585 | 2,973 |
Other expense, net | 2,068 | 835 |
Income before income taxes | 18,058 | 14,401 |
Income tax expense | 6,530 | 41 |
Net income | $ 11,528 | $ 14,360 |
Income per share: | ||
Net income per share attributable to common stockholders, basic | $ 0.15 | $ 0.19 |
Net income per share attributable to common stockholders, diluted | $ 0.13 | $ 0.18 |
Weighted average shares outstanding: | ||
Weighted average number of shares used in computing net income per share, basic | 79,462 | 74,651 |
Weighted average number of shares used in computing net income per share, diluted | 87,261 | 79,295 |
Total Software and Related Services [Member] | ||
Total revenue | $ 149,958 | $ 137,639 |
Total cost of revenue | 23,441 | 23,072 |
License [Member] | ||
Total revenue | 106,169 | 96,395 |
Total cost of revenue | 4,687 | 5,395 |
Maintenance and Other Services [Member] | ||
Total revenue | 34,728 | 33,146 |
Total cost of revenue | 12,719 | 11,555 |
Total Software [Member] | ||
Total revenue | 140,897 | 129,541 |
Total cost of revenue | 17,406 | 16,950 |
Software Related Services [Member] | ||
Total revenue | 9,061 | 8,098 |
Total cost of revenue | 6,035 | 6,122 |
Client Engineering Services [Member] | ||
Total revenue | 8,012 | 10,677 |
Total cost of revenue | 6,641 | 8,888 |
Other [Member] | ||
Total revenue | 1,811 | 1,847 |
Total cost of revenue | $ 1,521 | $ 1,462 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net income | $ 11,528 | $ 14,360 |
Other comprehensive (loss) income, net of tax: | ||
Foreign currency translation (net of tax effect of $0 for all periods) | (4,163) | (3,975) |
Retirement related benefit plans (net of tax effect of $0 for all periods) | 105 | 143 |
Total other comprehensive loss | (4,058) | (3,832) |
Comprehensive income | $ 7,470 | $ 10,528 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Foreign currency translation, tax effect | $ 0 | $ 0 |
Retirement related benefit plans, tax effect | $ 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] | Additional Paid-In Capital [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Cumulative Effect, Period of Adoption, Adjustment [Member] | Accumulated Other Comprehensive Loss [Member] |
Beginning balance at Dec. 31, 2020 | $ 378,586 | $ 4 | $ 3 | $ 474,669 | $ (93,293) | $ (2,797) | |||
Beginning balance (in shares) at Dec. 31, 2020 | 44,216 | 30,111 | |||||||
Net income | 14,360 | 14,360 | |||||||
Exercise of stock options | 271 | 271 | |||||||
Exercise of stock options (in shares) | 490 | ||||||||
Vesting of restricted stock (in shares) | 278 | ||||||||
Conversion from Class B to Class A common stock | 510 | (510) | |||||||
Stock-based compensation | 9,644 | 9,644 | |||||||
Foreign currency translation, net of tax | (3,975) | (3,975) | |||||||
Retirement related benefit plans, net of tax | 143 | 143 | |||||||
Ending balance at Mar. 31, 2021 | 399,029 | $ 4 | $ 3 | 484,584 | (78,933) | (6,629) | |||
Ending balance (in shares) at Mar. 31, 2021 | 45,494 | 29,601 | |||||||
Beginning balance at Dec. 31, 2021 | 613,197 | $ (26,070) | $ 5 | $ 3 | 724,226 | $ (50,009) | (102,087) | $ 23,939 | (8,950) |
Beginning balance (in shares) at Dec. 31, 2021 | 51,524 | 27,745 | |||||||
Net income | 11,528 | 11,528 | |||||||
Issuance of common stock for employee stock purchase program | 4,187 | 4,187 | |||||||
Issuance of common stock for employee stock purchase program (in shares) | 77 | ||||||||
Exercise of stock options | 238 | 238 | |||||||
Exercise of stock options (in shares) | 86 | ||||||||
Vesting of restricted stock (in shares) | 324 | ||||||||
Stock-based compensation | 19,403 | 19,403 | |||||||
Foreign currency translation, net of tax | (4,163) | (4,163) | |||||||
Retirement related benefit plans, net of tax | 105 | 105 | |||||||
Ending balance at Mar. 31, 2022 | $ 618,425 | $ 5 | $ 3 | $ 698,045 | $ (66,620) | $ (13,008) | |||
Ending balance (in shares) at Mar. 31, 2022 | 52,011 | 27,745 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
OPERATING ACTIVITIES: | ||
Net income | $ 11,528 | $ 14,360 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 7,686 | 6,686 |
Provision for credit loss | 48 | 89 |
Amortization of debt discount and issuance costs | 418 | 2,800 |
Stock-based compensation expense | 18,614 | 9,648 |
Deferred income taxes | (67) | (687) |
Other, net | 107 | (18) |
Changes in assets and liabilities: | ||
Accounts receivable | 21,735 | 8,768 |
Prepaid expenses and other current assets | (138) | (805) |
Other long-term assets | 2,139 | (3,628) |
Accounts payable | (302) | (767) |
Accrued compensation and benefits | (6,896) | 2,626 |
Other accrued expenses and current liabilities | (61,759) | 309 |
Deferred revenue | 12,673 | (2,810) |
Net cash provided by operating activities | 5,786 | 36,571 |
INVESTING ACTIVITIES: | ||
Payments for acquisition of businesses, net of cash acquired | (12,971) | |
Capital expenditures | (2,190) | (3,039) |
Other investing activities, net | (343) | (412) |
Net cash used in investing activities | (15,504) | (3,451) |
FINANCING ACTIVITIES: | ||
Proceeds from employee stock purchase plan contributions | 2,362 | |
Proceeds from the exercise of common stock options | 237 | 271 |
Payments on revolving commitment | (30,000) | |
Other financing activities | (90) | (107) |
Net cash provided by (used in) financing activities | 2,509 | (29,836) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (970) | (1,331) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (8,179) | 1,953 |
Cash, cash equivalents and restricted cash at beginning of year | 414,012 | 241,547 |
Cash, cash equivalents and restricted cash at end of period | 405,833 | 243,500 |
Supplemental disclosure of cash flow: | ||
Interest paid | 1 | 47 |
Income taxes paid | 3,187 | 2,381 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Property and equipment in accounts payable, other current liabilities and other liabilities | $ 772 | $ 619 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
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 leader in computational science and artificial intelligence enabling organizations across broad industry segments to drive smarter decisions in an increasingly connected world. Altair delivers software and cloud solutions in the areas of simulation, high-performance computing (“HPC”), data analytics, and artificial intelligence (“AI”). Altair’s products and services help create a more sustainable future for the planet. The Company is headquartered in Troy, Michigan. 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, 2021, included in the most recent Annual Report on Form 10-K filed with the SEC. 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. Significant accounting policies There have been no material changes to our significant accounting policies as of and for the three months ended March 31, 2022, as compared to the significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2021. |
Recent Accounting Guidance
Recent Accounting Guidance | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Guidance | 2 . Accounting standards adopted Debt – In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 Company adopted ASU 2020-06 effective as of January 1, 2022, using the modified retrospective approach. Adoption of the new standard resulted in a decrease to accumulated deficit of $23.9 million, a decrease to additional paid-in capital of $50.0 million, and an increase to convertible senior notes, net of $26.1 million. Interest expense recognized in the current and future periods will be reduced as a result of accounting for the convertible debt instrument as a single liability measured at its amortized cost. Accounting standards not yet adopted 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. Government Assistance – In November 2021, the FASB issued ASU 2021-10, . This ASU requires certain disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The amendment requires disclosure of information about the nature of the transactions and the related accounting policy used to account for the transactions, information regarding the line items within the consolidated financial statements that are affected by the transactions, and significant terms and conditions of the transactions. ASU 2021-10 is effective for annual periods beginning after December 15, 2021, with early application permitted. The Company is currently evaluating the effect the adoption of this new guidance will have on its consolidated financial statement disclosures. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Revenue from Contracts with Customers | 3 . Revenue from contracts with customers 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 March 31, 2022 2021 Term licenses and other (1) $ 94,045 $ 84,934 Perpetual licenses 12,124 11,461 Maintenance 33,337 29,694 Professional software services (1) 1,391 3,452 Software related services 9,061 8,098 Client engineering services 8,012 10,677 Other 1,811 1,847 Total revenue $ 159,781 $ 150,163 (1) Term licenses and other includes hardware revenue of T he Company derived approximately 12.2% and 9.9% of its total revenue through indirect sales channels for the three months ended March 31, 2022 and 2021, respectively. Costs to obtain a contract As of March 31, 2022, and December 31, 2021, respectively, capitalized costs to obtain a contract were $4.9 million and $4.5 million recorded in Prepaid and other current assets and $0.3 million and $0.4 million recorded in Other long-term assets. Sales commissions were $2.1 million and $1.6 million for the three months ended March 31, 2022 and 2021, respectively, and were included in Sales and marketing expense in the Company’s consolidated statement of operations. Contract assets As of March 31, 2022, and December 31, 2021, respectively, contract assets were $4.8 million and $3.8 million included in Accounts receivable, and $3.4 million and $2.3 million included in Prepaid expenses and other current assets. Deferred revenue Approximately $44.4 million of revenue recognized during the three months ended March 31, 2022, was included in deferred revenue 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 $148.7 million and $121.2 million as of March 31, 2022 and 2021, respectively. Of the amount recorded as of March 31, 2022, the Company expects to recognize approximately 76% over the next 12 months |
Supplementary Information
Supplementary Information | 3 Months Ended |
Mar. 31, 2022 | |
Supplementary Information [Abstract] | |
Supplementary Information | 4 . Supplementary Information 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): March 31, 2022 December 31, 2021 Cash and cash equivalents $ 405,578 $ 413,743 Restricted cash included in other long-term assets 255 269 Total cash, cash equivalents, and restricted cash $ 405,833 $ 414,012 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. Property and equipment, net Property and equipment consisted of the following (in thousands): March 31, December 31, 2022 2021 Land $ 9,852 $ 9,888 Building and improvements 18,238 18,358 Computer equipment and software 45,633 45,027 Furniture, equipment and other 12,782 12,947 Leasehold improvements 9,152 9,829 Right-of-use assets under finance leases 2,541 2,532 Total property and equipment 98,198 98,581 Less: accumulated depreciation and amortization 58,010 58,103 Property and equipment, net $ 40,188 $ 40,478 Depreciation expense, including amortization of right-of-use assets under finance leases, was $1.8 million for each of the three months ended March 31, 2022 and 2021. Other liabilities The following table provides the details of other accrued expenses and current liabilities (in thousands): March 31, December 31, 2022 2021 Obligations for acquisition of businesses $ 24,099 $ 87,636 Income taxes payable 8,374 5,887 Accrued VAT 5,576 6,047 Accrued royalties 4,030 2,537 Accrued professional fees 3,668 3,516 Employee stock purchase plan obligations 2,362 4,222 Billings in excess of cost 1,449 1,459 Defined contribution plan liabilities 1,097 1,513 Non-income tax liabilities 1,081 1,653 Other current liabilities 5,242 7,756 Total $ 56,978 $ 122,226 The following table provides details of other long-term liabilities (in thousands): March 31, December 31, 2022 2021 Pension and other post retirement liabilities $ 15,329 $ 15,086 Deferred tax liabilities 15,304 15,389 Other long-term liabilities 12,386 12,419 Total $ 43,019 $ 42,894 Restructuring expense In 2021, the Company initiated a restructuring plan to realign resources with the Company’s current business outlook and cost structure. The restructuring plan resulted in charges for employee termination benefits of $3.3 million for the three months ended March 31, 2021. There were no restructuring costs for the three months ended March 31, 2022. The restructuring costs were attributable primarily to the Software reportable segment. The restructuring plan was completed, and all amounts were paid in 2021. Other expense, net Other expense, net consists of the following (in thousands): Three Months Ended March 31, 2022 2021 Foreign exchange loss $ 1,913 $ 929 Other expense (income), net 155 (94 ) Other expense, net $ 2,068 $ 835 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination And Asset Acquisition [Abstract] | |
Acquisitions | 5. Acquisitions 2022 Acquisitions During the three months ended March 31, 2022, the Company completed two business acquisitions that will be accounted for as business combinations under the acquisition method. The operating results of each acquisition have been included in the consolidated financial statements since the respective dates of acquisition. The Company’s transaction costs related to these acquisitions were not material. As of March 31, 2022, the $13.2 million aggregate consideration for these acquisitions was reported in goodwill in the consolidated balance sheet pending fair value allocation. All goodwill is recorded in the Software segment. The Company expects to finalize the valuations as soon as practicable, but not later than one year from the acquisition dates. These acquisitions were not material to the Company’s consolidated financial statements. 2021 Acquisitions World Programming In December 2021, the Company acquired all of the outstanding capital stock of two related privately held companies, World Programming Limited and December 2015 Software Limited (together “World Programming”), from the stockholders named therein, for preliminary aggregate consideration of $73.1 million. The closing consideration of $73.1 million consisted of cash in the amount of $50.0 million, subject to a customary working capital adjustment, and contingent consideration of $23.1 million, including $20.3 million of the Company’s Class A Common Stock (the “Stock Consideration”) and a measurement period adjustment of $2.8 million in the first quarter of 2022. The dates on which the Stock Consideration is issuable and the number of shares issuable on such dates depend primarily on certain aspects of legal proceedings in which World Programming and SAS Institute, Inc. are engaged. For further information on the legal proceedings see Note 13. In addition, per the stock purchase agreement, $29.5 million worth of Class A Common Stock will be issued subject to the continuing employment of certain key employees and are not reflected in aggregate consideration but will be recognized as stock-based compensation over the service period of three years. As of March 31, 2022, Other accrued expenses and current liabilities included $2.8 million of contingent consideration due to employees. The acquisition has been accounted for as a business combination under the acquisition method of accounting, which results in acquired assets and assumed liabilities being measured at their estimated fair value as of the acquisition date. The following table summarizes the preliminary purchase consideration transferred to acquire World Programming and the amounts of identified assets acquired and liabilities assumed at the acquisition date (in thousands): Fair value of consideration transferred $ 73,050 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash 1,895 Accounts receivable 4,859 Other assets 6,085 Property and equipment 2,208 Trade names (4-year life) 300 Developed technology (5-year life) 33,000 Customer relationships (7-year life) 7,000 SAS legal liability (66,596 ) Accounts payable and other liabilities (3,401 ) Deferred revenue (2,737 ) Deferred tax liabilities and other tax reserves (11,406 ) Total net identifiable assets acquired and liabilities assumed (28,793 ) Goodwill (1) $ 101,843 (1) Goodwill is primarily attributable to market synergies expected to arise after the acquisition and is not deductible for tax purposes. All goodwill is recorded 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 valuation was complex due to the significant estimation uncertainty in certain assumptions used to determine the fair value of intangible assets acquired and contingent consideration. The primary areas that remain preliminary relate to the fair value of intangible assets acquired, certain tangible assets and liabilities acquired, contingent consideration, income taxes and residual goodwill. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
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 reportable segment, were as follows (in thousands): Balance as of January 1, 2022 $ 370,178 Acquisitions $ 13,227 Effects of foreign currency translation and other (4,085 ) Balance as of March 31, 2022 $ 379,320 Other intangible assets A summary of other intangible assets is shown below (in thousands): March 31, 2022 Weighted average amortization period Gross carrying amount Accumulated amortization Net carrying amount Definite-lived intangible assets: Developed technology 4-6 years $ 112,716 $ 54,209 $ 58,507 Customer relationships 7-10 years 46,849 23,439 23,410 Other intangibles 4-10 years 641 165 476 Total definite-lived intangible assets 160,206 77,813 82,393 Indefinite-lived intangible assets: Trade names 10,952 10,952 Total other intangible assets $ 171,158 $ 77,813 $ 93,345 December 31, 2021 Weighted average amortization period Gross carrying amount Accumulated amortization Net carrying amount Definite-lived intangible assets: Developed technology 4-6 years $ 110,891 $ 49,672 $ 61,219 Customer relationships 7-10 years 48,277 21,859 26,418 Other intangibles 4-10 years 647 127 520 Total definite-lived intangible assets 159,815 71,658 88,157 Indefinite-lived intangible assets: Trade names 10,900 10,900 Total other intangible assets $ 170,715 $ 71,658 $ 99,057 Amortization expense related to intangible assets was $5.9 million and $4.9 million for the three months ended March 31, 2022 and 2021, respectively. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 7 . Debt 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 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. Refer to the Company’s consolidated financial statements for the year ended December 31, 2021, for details of the issuance of the Convertible Notes. For at least twenty trading days during the last thirty consecutive trading days in the quarter ended March 31, 2022, the last reported sale price of the Company’s Class A common stock was greater than or equal to 130% of the conversion price of the Convertible Notes. As a result, the Convertible Notes were convertible at the option of the holders and remained classified as current liabilities on the consolidated balance sheet as of March 31, 2022. The Company may settle the Convertible Notes in 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. The Company intends to settle the principal amount of the Convertible Notes in cash and the conversion spread in shares. As of March 31, 2022, the “if converted value” exceeded the principal amount of the Convertible Notes by $88.5 million The net carrying value of the Convertible Notes was as follows (in thousands): March 31, December 31, 2022 2021 Principal $ 230,000 $ 230,000 Less: unamortized debt discount (1) — 27,022 Less: unamortized debt issuance costs 3,813 3,273 Net carrying amount $ 226,187 $ 199,705 (1) The Company adopted ASU 2020-06 on January 1, 2022, which resulted in the convertible notes to be accounted for as a single liability Prior to January 1, 2022, the Company separated the Convertible Notes into liability and equity components. On issuance, the carrying amount of the equity component was recorded as a debt discount and subsequently amortized to interest expense. Effective January 1, 2022, the Company adopted ASU 2020-06 using the modified retrospective approach. As a result, the Convertible Notes are accounted for as a single liability measured at amortized cost, as no other embedded features require bifurcation and recognition as derivatives. Adoption of the new standard resulted in a decrease to Accumulated deficit of $23.9 million, a decrease to Additional paid-in capital of $50.0 million, and an increase to Convertible senior notes, net of $26.1 million . The interest expense recognized related to the Convertible Notes was as follows (in thousands): Three Months Ended March 31, 2022 2021 Contractual interest expense $ 144 $ 144 Amortization of debt issuance costs and discount (1) 412 2,794 Total $ 556 $ 2,938 (1) The 2021 amount includes the amortization of the debt discount prior to the adoption of ASU 2020-06 of January 1, 2022 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 March 31, 2022, there were no outstanding borrowings under the 2019 Amended Credit Agreement, there was $150.0 million available for future borrowing, and the Company was in compliance with all the financial covenants. The 2019 Amended Credit Agreement is available for general corporate purposes, including working capital, capital expenditures, and permitted acquisitions. For additional information about the 2019 Amended Credit Agreement, refer to the Company’s consolidated financial statements for the year ended December 31, 2021, included in our Annual Report on Form 10-K for the year ended December 31, 2021. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 8 . 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, net 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. As of March 31, 2022, the fair value of the Convertible Notes was $333.3 million and is presented for required disclosure purposes only. For further information on the Convertible Notes, see Note 7. – Debt. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 9. Stock-based compensation 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. The 2017 Plan has 16,999,318 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 as of January 1, 2022 1,281,411 Granted 227,803 Vested (323,999 ) Forfeited (10,006 ) Outstanding as of March 31, 2022 1,175,209 The weighted average grant date fair value of the RSUs was $62.25 and the RSUs generally vest in four equal annual installments. Total compensation cost related to nonvested awards not yet recognized as of March 31, 2022, totaled $75.7 million, and is expected to be recognized over a weighted average period of 2.6 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 as of January 1, 2022 4,875,562 $ 51.02 8.8 Granted 350,862 $ 62.47 Exercised (299 ) $ 29.22 Forfeited (23,355 ) $ 49.37 Outstanding as of March 31, 2022 5,202,770 $ 51.85 8.7 $ 75.9 Exercisable as of March 31, 2022 106,826 $ 47.38 7.7 $ 1.8 The total intrinsic value of the 2017 Plan stock options exercised during the three months ended March 31, 2022, was not material. 2021 Employee Stock Purchase Plan The Company has an Employee Stock Purchase Plan (“ESPP”) which allows eligible employees to purchase shares of common stock through payroll deductions and is intended to qualify under Section 423 of the Internal Revenue Code. As of March 31, 2022, the Company had 3,123,191 shares of its common stock available for future issuances under the ESPP. The purchase price for each share of common stock purchased under the ESPP will be 85% of the lower of (a) the fair market value per share on the first day of the applicable offering period or (b) the fair market value per share on the applicable purchase date. The Company purchased 76,809 shares of common stock under the ESPP during the three months ended March 31, 2022. As of March 31, 2022, $2.4 million has been withheld on behalf of employees for a future purchase under the ESPP due to the timing of payroll deductions and is reported in Other accrued expenses and current liabilities. The Company recognized $0.7 million of stock-based compensation expense related to the ESPP for the three months ended March 31, 2022. Other In connection with the acquisition of World Programming in December 2021, per the Stock Purchase Agreement, $29.5 million of the Company’s Class A Common Stock will be issued to existing employees, subject to continuing employment and certain other contingencies. The shares will be issued on the one-, two- and three-year anniversaries of the certain legal matters being resolved, subject to potential reduction in certain circumstances. The accounting treatment for these shares in the context of the business combination is to recognize the expense as a post-combination expense, not as transaction consideration. The estimated post combination expense to the Company as a result of the World Programming business combination was approximately $29.5 million which is recognized on an accelerated method over the employment period. As of March 31, 2022, the weighted average remaining service period is 2.75 years. Once the vesting conditions of the service period are met, the Company will issue shares for each award. Stock-based compensation expense includes $4.4 million for the three months ended March 31, 2022. In connection with the acquisition of Powersim Inc. in March 2022, per the Stock Purchase Agreement, $4.3 million of the Company’s Class A Common Stock will be issued to existing employees, subject to continuing employment and certain other contingencies. The shares will be issued on the one - and two-year anniversaries of the certain matters being resolved, subject to potential reduction in certain circumstances. The accounting treatment for these shares in the context of the business combination is to recognize the expense as a post-combination expense, not as transaction consideration. Stock-based compensation expense includes $0.2 million for the three months ended March 31, 2022. Stock-based compensation expense The stock-based compensation expense was recorded as follows (in thousands): Three Months Ended March 31, 2022 2021 Cost of revenue – software $ 1,903 $ 1,158 Research and development 7,358 3,186 Sales and marketing 7,035 3,468 General and administrative 2,318 1,836 Total stock-based compensation expense $ 18,614 $ 9,648 |
Net Income Per Share
Net Income Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | 10 . Net income per share The Company adopted ASU 2020-06 on January 1, 2022, using the modified retrospective method, applicable to its convertible senior notes outstanding as of adoption. The Company has not changed any previously disclosed amounts or provided additional disclosures for comparative periods. ASU 2020-06 requires the if-converted method to be applied for all convertible instruments when calculating diluted earnings per share. Under the if-converted method, shares related to convertible senior notes, to the extent dilutive, are assumed to be converted into common stock at the beginning of the period. Basic net income per share attributable to common stockholders is computed using the weighted average number of shares of common stock outstanding for the period, excluding dilutive securities, stock options, RSUs, and ESPP shares. Diluted net 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 dilutive securities, stock options, RSUs and ESPP shares under the treasury stock method. The following table sets forth the computation of the numerators and denominators used in the basic and diluted net income per share amounts (in thousands, except per share data): Three Months Ended March 31, 2022 2021 Numerator: Net income $ 11,528 $ 14,360 Interest expense related to Convertible Notes, net of tax 144 — Numerator for diluted income per share $ 11,672 $ 14,360 Denominator: Denominator for basic income per share— weighted average shares 79,462 74,651 Effect of dilutive securities, stock options, RSUs and ESPP shares 7,799 4,644 Denominator for dilutive income per share 87,261 79,295 Net income per share attributable to common stockholders, basic $ 0.15 $ 0.19 Net income per share attributable to common stockholders, diluted $ 0.13 $ 0.18 There were no anti-dilutive shares excluded from the computation of diluted net income per share for the three months ended March 31, 2022 or 2021. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 1 1 . Income taxes The Company’s income tax expense and effective tax rate for the three months ended March 31, 2022 and 2021, were as follows (in thousands, except percentages): Three Months Ended March 31, 2022 2021 Income tax expense $ 6,530 $ 41 Effective tax rate 36 % 0 % 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 three months ended March 31, 2022 and 2021, also includes net discrete expense of $1.8 million and net discrete benefit of $3.6 million, respectively, primarily related to changes in tax laws, withholding taxes on royalties, changes in reserves, changes in accruals for unremitted earnings and other adjustments. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | 1 2 . 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 as of December 31, 2021 $ (6,400 ) $ (2,550 ) $ (8,950 ) Other comprehensive loss before reclassification (4,163 ) 74 (4,089 ) Amounts reclassified from accumulated other comprehensive loss — 31 31 Tax effects — — — Other comprehensive (loss) income (4,163 ) 105 (4,058 ) Balance as of March 31, 2022 $ (10,563 ) $ (2,445 ) $ (13,008 ) |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 1 3 . Commitments and contingencies World Programming The Company acquired World Programming Limited and a related company (collectively, “World Programming”) in December 2021. In 2010, SAS Institute, Inc. (“SAS”) filed an action against World Programing in the United States District Court for the Eastern District of North Carolina (the “NC Court”) alleging copyright infringement, breach of contract, fraudulent inducement to contract, and violations of the North Carolina Unfair and Deceptive Trade Practices Act (UDTPA). SAS was unsuccessful on its copyright claims but prevailed on its breach of contract, fraudulent inducement, and UDTPA claims and was awarded damages of $79.1 million in 2016 (the “NC Judgment”). The NC Court subsequently enjoined World Programming from licensing its WPS Analytics software to new customers for use in the United States until the NC Judgment was satisfied. At the time that the Company acquired World Programming, World Programming had partially paid the NC Judgment. In relation to the NC Court order that enjoined World Programming from licensing its WPS Analytics Software to new customers for use in the United States, SAS filed a related matter in California, which resulted in the California court issuing an order that required certain then existing customers of World Programming to direct payment (of their licensing fees for WPS Analytics software) to SAS until the NC Judgment was satisfied. On January 3, 2022, the Company paid the outstanding balance of $65.9 million on the NC Judgment. Despite payment in full, SAS has asserted that the Company has not satisfied the Judgment. The NC Court scheduled a hearing to address this issue for March 3, 2022 (the “March Hearing”). At the March Hearing, the NC Court confirmed that the Company’s January 3, 2022 payment fully satisfied the NC Judgment, and lifted the injunction that had enjoined World Programming from licensing its WPS Analytics software to new customers for use in the United States. On March 7, 2022, SAS agreed that the California court order was no longer necessary and together with World Programming, filed a joint notice of satisfaction of the NC Judgment with the California court, thereby allowing customers of World Programming to resume payment of their licensing fees to World Programming directly. In 2018, SAS filed litigation in the United States District Court for the Eastern District of Texas (the “Texas Court”) asserting that World Programming infringed SAS copyrights and patents. SAS voluntarily dismissed with prejudice its patent claims, and the Texas Court entered judgment in favor of World Programming on the copyright claims. SAS appealed the Texas Court judgment to the United States Court of Appeals for the Federal Circuit (the “Court of Appeals”). Oral arguments were held before the Court of Appeal on January 13, 2022. A decision from the Court of Appeals is pending. 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. Effects of proceedings 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 | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | 1 4 . 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. 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 following tables are in thousands: Three months ended March 31, 2022 Software CES All other Total Revenue $ 149,958 $ 8,012 $ 1,811 $ 159,781 Adjusted EBITDA $ 46,184 $ 798 $ (392 ) $ 46,590 Three months ended March 31, 2021 Software CES All other Total Revenue $ 137,639 $ 10,677 $ 1,847 $ 150,163 Adjusted EBITDA $ 36,238 $ 1,010 $ (288 ) $ 36,960 Three Months Ended March 31, 2022 2021 Reconciliation of Adjusted EBITDA to U.S. GAAP income before income taxes: Adjusted EBITDA $ 46,590 $ 36,960 Stock-based compensation expense (18,614 ) (9,648 ) Interest expense (585 ) (2,973 ) Depreciation and amortization (7,686 ) (6,686 ) Restructuring expense — (3,346 ) Special adjustments, interest income and other (1) (1,647 ) 94 Income before income taxes $ 18,058 $ 14,401 (1) The three months ended March 31, 2022, includes $1.5 million |
Organization and Description _2
Organization and Description of Business (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2021, included in the most recent Annual Report on Form 10-K filed with the SEC. |
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. |
Significant Accounting Policies | Significant accounting policies There have been no material changes to our significant accounting policies as of and for the three months ended March 31, 2022, as compared to the significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2021. |
Recent Accounting Guidance | Recent accounting guidance Accounting standards adopted Debt – In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 Company adopted ASU 2020-06 effective as of January 1, 2022, using the modified retrospective approach. Adoption of the new standard resulted in a decrease to accumulated deficit of $23.9 million, a decrease to additional paid-in capital of $50.0 million, and an increase to convertible senior notes, net of $26.1 million. Interest expense recognized in the current and future periods will be reduced as a result of accounting for the convertible debt instrument as a single liability measured at its amortized cost. Accounting standards not yet adopted 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. Government Assistance – In November 2021, the FASB issued ASU 2021-10, . This ASU requires certain disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The amendment requires disclosure of information about the nature of the transactions and the related accounting policy used to account for the transactions, information regarding the line items within the consolidated financial statements that are affected by the transactions, and significant terms and conditions of the transactions. ASU 2021-10 is effective for annual periods beginning after December 15, 2021, with early application permitted. The Company is currently evaluating the effect the adoption of this new guidance will have on its consolidated financial statement disclosures. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 2021 Term licenses and other (1) $ 94,045 $ 84,934 Perpetual licenses 12,124 11,461 Maintenance 33,337 29,694 Professional software services (1) 1,391 3,452 Software related services 9,061 8,098 Client engineering services 8,012 10,677 Other 1,811 1,847 Total revenue $ 159,781 $ 150,163 (1) Term licenses and other includes hardware revenue of |
Supplementary Information (Tabl
Supplementary Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Supplementary Information [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): March 31, 2022 December 31, 2021 Cash and cash equivalents $ 405,578 $ 413,743 Restricted cash included in other long-term assets 255 269 Total cash, cash equivalents, and restricted cash $ 405,833 $ 414,012 |
Summary of Property and Equipment | Property and equipment consisted of the following (in thousands): March 31, December 31, 2022 2021 Land $ 9,852 $ 9,888 Building and improvements 18,238 18,358 Computer equipment and software 45,633 45,027 Furniture, equipment and other 12,782 12,947 Leasehold improvements 9,152 9,829 Right-of-use assets under finance leases 2,541 2,532 Total property and equipment 98,198 98,581 Less: accumulated depreciation and amortization 58,010 58,103 Property and equipment, net $ 40,188 $ 40,478 |
Summary of Other Accrued Expenses and Current Liabilities | The following table provides the details of other accrued expenses and current liabilities (in thousands): March 31, December 31, 2022 2021 Obligations for acquisition of businesses $ 24,099 $ 87,636 Income taxes payable 8,374 5,887 Accrued VAT 5,576 6,047 Accrued royalties 4,030 2,537 Accrued professional fees 3,668 3,516 Employee stock purchase plan obligations 2,362 4,222 Billings in excess of cost 1,449 1,459 Defined contribution plan liabilities 1,097 1,513 Non-income tax liabilities 1,081 1,653 Other current liabilities 5,242 7,756 Total $ 56,978 $ 122,226 |
Summary of Other Long-term Liabilities | The following table provides details of other long-term liabilities (in thousands): March 31, December 31, 2022 2021 Pension and other post retirement liabilities $ 15,329 $ 15,086 Deferred tax liabilities 15,304 15,389 Other long-term liabilities 12,386 12,419 Total $ 43,019 $ 42,894 |
Schedule of Other Expense, Net | Other expense, net consists of the following (in thousands): Three Months Ended March 31, 2022 2021 Foreign exchange loss $ 1,913 $ 929 Other expense (income), net 155 (94 ) Other expense, net $ 2,068 $ 835 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
World Programming [Member] | |
Summary of Amounts of Identified Assets Acquired and Liabilities Assumed at the Acquisition Date | The following table summarizes the preliminary purchase consideration transferred to acquire World Programming and the amounts of identified assets acquired and liabilities assumed at the acquisition date (in thousands): Fair value of consideration transferred $ 73,050 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash 1,895 Accounts receivable 4,859 Other assets 6,085 Property and equipment 2,208 Trade names (4-year life) 300 Developed technology (5-year life) 33,000 Customer relationships (7-year life) 7,000 SAS legal liability (66,596 ) Accounts payable and other liabilities (3,401 ) Deferred revenue (2,737 ) Deferred tax liabilities and other tax reserves (11,406 ) Total net identifiable assets acquired and liabilities assumed (28,793 ) Goodwill (1) $ 101,843 (1) Goodwill is primarily attributable to market synergies expected to arise after the acquisition and is not deductible for tax purposes. All goodwill is recorded |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 reportable segment, were as follows (in thousands): Balance as of January 1, 2022 $ 370,178 Acquisitions $ 13,227 Effects of foreign currency translation and other (4,085 ) Balance as of March 31, 2022 $ 379,320 |
Schedule of Other Intangible Assets | A summary of other intangible assets is shown below (in thousands): March 31, 2022 Weighted average amortization period Gross carrying amount Accumulated amortization Net carrying amount Definite-lived intangible assets: Developed technology 4-6 years $ 112,716 $ 54,209 $ 58,507 Customer relationships 7-10 years 46,849 23,439 23,410 Other intangibles 4-10 years 641 165 476 Total definite-lived intangible assets 160,206 77,813 82,393 Indefinite-lived intangible assets: Trade names 10,952 10,952 Total other intangible assets $ 171,158 $ 77,813 $ 93,345 December 31, 2021 Weighted average amortization period Gross carrying amount Accumulated amortization Net carrying amount Definite-lived intangible assets: Developed technology 4-6 years $ 110,891 $ 49,672 $ 61,219 Customer relationships 7-10 years 48,277 21,859 26,418 Other intangibles 4-10 years 647 127 520 Total definite-lived intangible assets 159,815 71,658 88,157 Indefinite-lived intangible assets: Trade names 10,900 10,900 Total other intangible assets $ 170,715 $ 71,658 $ 99,057 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Net Carrying Value of Convertible Notes | The net carrying value of the Convertible Notes was as follows (in thousands): March 31, December 31, 2022 2021 Principal $ 230,000 $ 230,000 Less: unamortized debt discount (1) — 27,022 Less: unamortized debt issuance costs 3,813 3,273 Net carrying amount $ 226,187 $ 199,705 (1) The Company adopted ASU 2020-06 on January 1, 2022, which resulted in the convertible notes to be accounted for as a single liability |
Schedule of Interest Expense Related to Convertible Notes | The interest expense recognized related to the Convertible Notes was as follows (in thousands): Three Months Ended March 31, 2022 2021 Contractual interest expense $ 144 $ 144 Amortization of debt issuance costs and discount (1) 412 2,794 Total $ 556 $ 2,938 (1) The 2021 amount includes the amortization of the debt discount prior to the adoption of ASU 2020-06 of January 1, 2022 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Stock-Based Compensation | The stock-based compensation expense was recorded as follows (in thousands): Three Months Ended March 31, 2022 2021 Cost of revenue – software $ 1,903 $ 1,158 Research and development 7,358 3,186 Sales and marketing 7,035 3,468 General and administrative 2,318 1,836 Total stock-based compensation expense $ 18,614 $ 9,648 |
2017 Plan [Member] | |
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 as of January 1, 2022 1,281,411 Granted 227,803 Vested (323,999 ) Forfeited (10,006 ) Outstanding as of March 31, 2022 1,175,209 |
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 as of January 1, 2022 4,875,562 $ 51.02 8.8 Granted 350,862 $ 62.47 Exercised (299 ) $ 29.22 Forfeited (23,355 ) $ 49.37 Outstanding as of March 31, 2022 5,202,770 $ 51.85 8.7 $ 75.9 Exercisable as of March 31, 2022 106,826 $ 47.38 7.7 $ 1.8 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Numerators and Denominators Used in Basic and Diluted Net Income Per Share Amounts | The following table sets forth the computation of the numerators and denominators used in the basic and diluted net income per share amounts (in thousands, except per share data): Three Months Ended March 31, 2022 2021 Numerator: Net income $ 11,528 $ 14,360 Interest expense related to Convertible Notes, net of tax 144 — Numerator for diluted income per share $ 11,672 $ 14,360 Denominator: Denominator for basic income per share— weighted average shares 79,462 74,651 Effect of dilutive securities, stock options, RSUs and ESPP shares 7,799 4,644 Denominator for dilutive income per share 87,261 79,295 Net income per share attributable to common stockholders, basic $ 0.15 $ 0.19 Net income per share attributable to common stockholders, diluted $ 0.13 $ 0.18 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 months ended March 31, 2022 and 2021, were as follows (in thousands, except percentages): Three Months Ended March 31, 2022 2021 Income tax expense $ 6,530 $ 41 Effective tax rate 36 % 0 % |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 as of December 31, 2021 $ (6,400 ) $ (2,550 ) $ (8,950 ) Other comprehensive loss before reclassification (4,163 ) 74 (4,089 ) Amounts reclassified from accumulated other comprehensive loss — 31 31 Tax effects — — — Other comprehensive (loss) income (4,163 ) 105 (4,058 ) Balance as of March 31, 2022 $ (10,563 ) $ (2,445 ) $ (13,008 ) |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following tables are in thousands: Three months ended March 31, 2022 Software CES All other Total Revenue $ 149,958 $ 8,012 $ 1,811 $ 159,781 Adjusted EBITDA $ 46,184 $ 798 $ (392 ) $ 46,590 Three months ended March 31, 2021 Software CES All other Total Revenue $ 137,639 $ 10,677 $ 1,847 $ 150,163 Adjusted EBITDA $ 36,238 $ 1,010 $ (288 ) $ 36,960 |
Reconciliation of U.S. GAAP (Loss) Income Before Income Taxes to Adjusted EBITDA | Three Months Ended March 31, 2022 2021 Reconciliation of Adjusted EBITDA to U.S. GAAP income before income taxes: Adjusted EBITDA $ 46,590 $ 36,960 Stock-based compensation expense (18,614 ) (9,648 ) Interest expense (585 ) (2,973 ) Depreciation and amortization (7,686 ) (6,686 ) Restructuring expense — (3,346 ) Special adjustments, interest income and other (1) (1,647 ) 94 Income before income taxes $ 18,058 $ 14,401 |
Recent Accounting Guidance - Ad
Recent Accounting Guidance - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Accumulated deficit | $ (66,620) | $ (102,087) |
Additional paid-in capital | 698,045 | 724,226 |
Convertible senior notes, net | $ 226,187 | $ 199,705 |
ASU 2020-06 [Member] | ||
Debt Instrument [Line Items] | ||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2022 | |
ASU 2020-06 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | ||
Debt Instrument [Line Items] | ||
Accumulated deficit | $ 23,900 | |
Additional paid-in capital | 50,000 | |
Convertible senior notes, net | $ 26,100 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Schedule of Disaggregation of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 159,781 | $ 150,163 |
Term Licenses and Other [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 94,045 | 84,934 |
Perpetual Licenses [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 12,124 | 11,461 |
Maintenance [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 33,337 | 29,694 |
Professional Software Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 1,391 | 3,452 |
Software Related Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 9,061 | 8,098 |
Client Engineering Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 8,012 | 10,677 |
Other [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 1,811 | $ 1,847 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Schedule of Disaggregation of Revenue (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 159,781 | $ 150,163 |
Term Licenses and Other, Hardware Revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 700 | |
Professional Software Services, Hardware Revenue [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 1,700 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Revenue From Contracts With Customers [Line Items] | |||
Percentage of net revenues through indirect channels | 12.20% | 9.90% | |
Deferred revenue, revenue recognized | $ 44.4 | ||
Contracted revenue not yet recognized | $ 148.7 | $ 121.2 | |
Contracted revenue recognize percentage | 76.00% | 76.00% | |
Sales and Marketing Expense [Member] | |||
Revenue From Contracts With Customers [Line Items] | |||
Sales commissions | $ 2.1 | $ 1.6 | |
Prepaid and Other Current Assets [Member] | |||
Revenue From Contracts With Customers [Line Items] | |||
Capitalized contract cost net, current | 4.9 | $ 4.5 | |
Contract assets | 3.4 | 2.3 | |
Other Long-Term Assets [Member] | |||
Revenue From Contracts With Customers [Line Items] | |||
Capitalized contract cost net, noncurrent | 0.3 | 0.4 | |
Accounts Receivable [Member] | |||
Revenue From Contracts With Customers [Line Items] | |||
Contract assets | $ 4.8 | $ 3.8 |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Additional Information (Detail)1 | Mar. 31, 2022 | Mar. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-04-01 | ||
Revenue From Contracts With Customers [Line Items] | ||
Revenue, remaining contractual obligation, expected to recognize, period | 12 months | 12 months |
Supplementary Information - Rec
Supplementary Information - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Supplementary Information [Abstract] | ||||
Cash and cash equivalents | $ 405,578 | $ 413,743 | ||
Restricted cash included in other long-term assets | 255 | 269 | ||
Total cash, cash equivalents, and restricted cash | $ 405,833 | $ 414,012 | $ 243,500 | $ 241,547 |
Supplementary Information - Sum
Supplementary Information - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 98,198 | $ 98,581 |
Less: accumulated depreciation and amortization | 58,010 | 58,103 |
Property and equipment, net | 40,188 | 40,478 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 9,852 | 9,888 |
Building and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 18,238 | 18,358 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 45,633 | 45,027 |
Furniture Equipment and Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 12,782 | 12,947 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 9,152 | 9,829 |
Right-of-Use Assets Under Finance Leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,541 | $ 2,532 |
Supplementary Information - Add
Supplementary Information - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Supplementary Information [Abstract] | ||
Depreciation expense, including amortization of right-of-use assets under finance leases | $ 1,800,000 | $ 1,800,000 |
Restructuring charges | $ 0 | $ 3,346,000 |
Supplementary Information - S_2
Supplementary Information - Summary of Other Accrued Expenses and Current Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Obligations for acquisition of businesses | $ 24,099 | $ 87,636 |
Income taxes payable | 8,374 | 5,887 |
Accrued VAT | 5,576 | 6,047 |
Accrued royalties | 4,030 | 2,537 |
Accrued professional fees | 3,668 | 3,516 |
Employee stock purchase plan obligations | 2,362 | 4,222 |
Billings in excess of cost | 1,449 | 1,459 |
Defined contribution plan liabilities | 1,097 | 1,513 |
Non-income tax liabilities | 1,081 | 1,653 |
Other current liabilities | 5,242 | 7,756 |
Total | $ 56,978 | $ 122,226 |
Supplementary Information - S_3
Supplementary Information - Summary of Other Long-term Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Pension and other post retirement liabilities | $ 15,329 | $ 15,086 |
Deferred tax liabilities | 15,304 | 15,389 |
Other long-term liabilities | 12,386 | 12,419 |
Total | $ 43,019 | $ 42,894 |
Supplementary Information - Sch
Supplementary Information - Schedule of Other Expense, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Supplementary Information [Abstract] | ||
Foreign exchange loss | $ 1,913 | $ 929 |
Other expense (income), net | 155 | (94) |
Other expense, net | $ 2,068 | $ 835 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended |
Dec. 31, 2021USD ($)Company | Mar. 31, 2022USD ($)Business | |
Business Acquisition [Line Items] | ||
Number of business acquisitions completed | Business | 2 | |
Aggregate consideration | $ 13,200 | |
Issuance of common stock for employee stock purchase program | 4,187 | |
World Programming [Member] | ||
Business Acquisition [Line Items] | ||
Aggregate consideration | $ 73,050 | |
Number Of Privately Held Companies Acquired | Company | 2 | |
Contingent consideration | $ 23,100 | 2,800 |
World Programming [Member] | Employees [Member] | Other Accrued Expenses and Current Liabilities [Member] | ||
Business Acquisition [Line Items] | ||
Contingent consideration | $ 2,800 | |
Class A Common Stock [Member] | World Programming [Member] | ||
Business Acquisition [Line Items] | ||
Amount of cash consideration | 50,000 | |
Contingent consideration | 20,300 | |
Issuance of common stock for employee stock purchase program | $ 29,500 | |
Stock-based compensation recognized service period | 3 years |
Acquisitions - Summary of Amoun
Acquisitions - Summary of Amounts of Identified Assets Acquired and Liabilities Assumed at the Acquisition Date (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended |
Dec. 31, 2021 | Mar. 31, 2022 | |
Business Acquisition [Line Items] | ||
Fair value of consideration transferred | $ 13,200 | |
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||
Goodwill | $ 370,178 | $ 379,320 |
World Programming [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of consideration transferred | 73,050 | |
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||
Cash | 1,895 | |
Accounts receivable | 4,859 | |
Other assets | 6,085 | |
Property and equipment | 2,208 | |
SAS legal liability | (66,596) | |
Accounts payable and other liabilities | (3,401) | |
Deferred revenue | (2,737) | |
Deferred tax liabilities and other tax reserves | (11,406) | |
Total net identifiable assets acquired and liabilities assumed | (28,793) | |
Goodwill | 101,843 | |
World Programming [Member] | Trade Names [Member] | ||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||
Indefinite-lived intangibles | 300 | |
World Programming [Member] | Developed Technology [Member] | ||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||
Finite-lived intangibles | 33,000 | |
World Programming [Member] | Customer Relationships [Member] | ||
Recognized amounts of identifiable assets acquired and liabilities assumed: | ||
Finite-lived intangibles | $ 7,000 |
Acquisitions - Summary of Amo_2
Acquisitions - Summary of Amounts of Identified Assets Acquired and Liabilities Assumed at the Acquisition Date (Parenthetical) (Detail) - World Programming [Member] $ in Thousands | 1 Months Ended |
Dec. 31, 2021USD ($) | |
Business Acquisition [Line Items] | |
Goodwill deductible for tax purposes | $ 0 |
Trade Names [Member] | |
Business Acquisition [Line Items] | |
Weighted-average useful life of acquired finite-lived intangible assets | 4 years |
Developed Technology [Member] | |
Business Acquisition [Line Items] | |
Weighted-average useful life of acquired finite-lived intangible assets | 5 years |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Weighted-average useful life of acquired finite-lived intangible assets | 7 years |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Changes in Carrying Amount of Goodwill Attributable to Software Reportable Segment (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Beginning Balance | $ 370,178 |
Acquisitions | 13,227 |
Effects of foreign currency translation and other | (4,085) |
Ending Balance | $ 379,320 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Other Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | |
Summary Of Other Intangible Assets [Line Items] | |||
Gross carrying amount | $ 160,206 | $ 159,815 | |
Accumulated amortization | 77,813 | 71,658 | |
Net carrying amount | 82,393 | 88,157 | |
Gross carrying amount | 171,158 | 170,715 | |
Net carrying amount | 93,345 | 99,057 | |
Developed Technology [Member] | |||
Summary Of Other Intangible Assets [Line Items] | |||
Gross carrying amount | 112,716 | 110,891 | |
Accumulated amortization | 54,209 | 49,672 | |
Net carrying amount | $ 58,507 | 61,219 | |
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 | $ 46,849 | 48,277 | |
Accumulated amortization | 23,439 | 21,859 | |
Net carrying amount | $ 23,410 | 26,418 | |
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] | |||
Gross carrying amount | $ 641 | 647 | |
Accumulated amortization | 165 | 127 | |
Net carrying amount | $ 476 | 520 | |
Other Intangibles [Member] | Minimum [Member] | |||
Summary Of Other Intangible Assets [Line Items] | |||
Weighted-average useful life of acquired finite-lived intangible assets | 4 years | 4 years | |
Other Intangibles [Member] | Maximum [Member] | |||
Summary Of Other Intangible Assets [Line Items] | |||
Weighted-average useful life of acquired finite-lived intangible assets | 10 years | 10 years | |
Trade Names [Member] | |||
Summary Of Other Intangible Assets [Line Items] | |||
Net carrying amount | $ 10,952 | $ 10,900 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 5,903 | $ 4,877 |
Debt - Additional Information (
Debt - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | |
Jun. 30, 2019USD ($)$ / sharesshares | Mar. 31, 2022USD ($)d | Dec. 31, 2021USD ($) | |
Debt Instrument [Line Items] | |||
Accumulated deficit | $ (66,620,000) | $ (102,087,000) | |
Additional paid-in capital | 698,045,000 | 724,226,000 | |
Convertible senior notes, net | $ 226,187,000 | 199,705,000 | |
ASU 2020-06 [Member] | |||
Debt Instrument [Line Items] | |||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2022 | ||
ASU 2020-06 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | |||
Debt Instrument [Line Items] | |||
Accumulated deficit | $ 23,900,000 | ||
Additional paid-in capital | 50,000,000 | ||
Convertible senior notes, net | $ 26,100,000 | ||
Convertible Senior Notes Due in 2024 [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, aggregate principal amount | $ 230,000,000 | ||
Debt instrument interest rate | 0.25% | ||
Additional principal amount of notes to underwriters | $ 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, 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, convertible, "if-converted value" in excess of the principal amount | $ 88,500,000 | ||
Convertible senior notes, net | $ 226,187,000 | $ 199,705,000 | |
Convertible Senior Notes Due in 2024 [Member] | ASU 2020-06 [Member] | |||
Debt Instrument [Line Items] | |||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | ||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2022 | ||
Convertible Senior Notes Due in 2024 [Member] | ASU 2020-06 [Member] | Cumulative Effect, Period of Adoption, Adjustment [Member] | |||
Debt Instrument [Line Items] | |||
Accumulated deficit | $ 23,900,000 | ||
Additional paid-in capital | 50,000,000 | ||
Convertible senior notes, net | $ 26,100,000 | ||
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 | ||
Debt instrument convertible initial conversion price per share of common stock | $ / shares | $ 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% | ||
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 | ||
Secured Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Loan outstanding | 0 | ||
Amount available for future borrowing | $ 150,000,000 |
Debt - Schedule of Net Carrying
Debt - Schedule of Net Carrying Value of Convertible Notes (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Net carrying amount | $ 226,187 | $ 199,705 |
Convertible Senior Notes Due in 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Principal | 230,000 | 230,000 |
Less: unamortized debt discount | 27,022 | |
Less: unamortized debt issuance costs | 3,813 | 3,273 |
Net carrying amount | $ 226,187 | $ 199,705 |
Debt - Schedule of Net Carryi_2
Debt - Schedule of Net Carrying Value of Convertible Notes (Parenthetical) (Detail) - ASU 2020-06 [Member] | Mar. 31, 2022 |
Debt Instrument [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2022 |
Convertible Senior Notes Due in 2024 [Member] | |
Debt Instrument [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2022 |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense Recognized Related to Convertible Notes (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | ||
Amortization of debt issuance costs and discount | $ 418 | $ 2,800 |
Convertible Senior Notes Due in 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 144 | 144 |
Amortization of debt issuance costs and discount | 412 | 2,794 |
Total | $ 556 | $ 2,938 |
Debt - Schedule of Interest E_2
Debt - Schedule of Interest Expense Recognized Related to Convertible Notes (Parenthetical) (Detail) - ASU 2020-06 [Member] | Mar. 31, 2022 |
Debt Instrument [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2022 |
Convertible Senior Notes Due in 2024 [Member] | |
Debt Instrument [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2022 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Millions | Mar. 31, 2022USD ($) |
Fair Value Disclosures [Abstract] | |
Fair value of convertible notes | $ 333.3 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | |
Dec. 31, 2021USD ($) | Mar. 31, 2022USD ($)Installment$ / sharesshares | Sep. 27, 2017shares | |
Stock Purchase Agreement [Member] | World Programming [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 4.4 | ||
Business combination, estimated post combination expense | $ 29.5 | ||
Weighted average remaining service period | 2 years 9 months | ||
2021 Employee Stock Purchase Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of purchase price for each share of common stock purchased of lower of fair market value per share on first day of applicable offering period | 85.00% | ||
Stock-based compensation expense | $ 0.7 | ||
2021 Employee Stock Purchase Plan [Member] | The Timing of Payroll Deductions [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Amount withheld on behalf of employees for a future purchase | $ 2.4 | ||
2021 Employee Stock Purchase Plan [Member] | Common Stock [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock reserved for issuance | shares | 3,123,191 | ||
Issuance of common stock for employee stock purchase program (in shares) | shares | 76,809 | ||
Class A Common Stock [Member] | World Programming [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average remaining service period | 3 years | ||
Class A Common Stock [Member] | Stock Purchase Agreement [Member] | World Programming [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Business acquisition, shares issued value | $ 29.5 | ||
Class A Common Stock [Member] | Common Stock [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Issuance of common stock for employee stock purchase program (in shares) | shares | 77,000 | ||
2017 Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average grant date fair value of RSUs | $ / shares | $ 62.25 | ||
Number of vesting equal annual installments | Installment | 4 | ||
Compensation cost related to nonvested awards not yet recognized | $ 75.7 | ||
Weighted average period of recognition | 2 years 7 months 6 days | ||
2017 Plan [Member] | Class A Common Stock [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock reserved for issuance | shares | 16,999,318 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Restricted Stock Units Awarded (Detail) - 2017 Plan [Member] - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2022shares | |
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 | 1,281,411 |
Number of RSUs, Granted | 227,803 |
Number of RSUs, Vested | (323,999) |
Number of RSUs, Forfeited | (10,006) |
Number of RSUs, Outstanding Ending Balance | 1,175,209 |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Stock Option Activity under 2017 Plan (Detail) - 2017 Plan [Member] - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Number of options, Outstanding, Beginning Balance | 4,875,562 | |
Number of options, Granted | 350,862 | |
Number of options, Exercised | (299) | |
Number of options, Forfeited | (23,355) | |
Number of options, Outstanding, Ending Balance | 5,202,770 | 4,875,562 |
Number of options, Exercisable | 106,826 | |
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 | $ 51.02 | |
Weighted average exercise price per share, Granted | 62.47 | |
Weighted average exercise price per share, Exercised | 29.22 | |
Weighted average exercise price per share, Forfeited | 49.37 | |
Weighted average exercise price per share, Outstanding, Ending Balance | 51.85 | $ 51.02 |
Weighted average exercise price per share, Exercisable | $ 47.38 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual term (years), Outstanding | 8 years 8 months 12 days | 8 years 9 months 18 days |
Weighted average remaining contractual term (years), Exercisable | 7 years 8 months 12 days | |
Aggregate intrinsic value, Outstanding | $ 75.9 | |
Aggregate intrinsic value, Exercisable | $ 1.8 |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 18,614 | $ 9,648 |
Cost of Revenue - Software [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 1,903 | 1,158 |
Research and development [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 7,358 | 3,186 |
Sales and marketing [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 7,035 | 3,468 |
General and administrative [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 2,318 | $ 1,836 |
Net Income Per Share - Computat
Net Income Per Share - Computation of Numerators and Denominators Used in Basic and Diluted Net Income Per Share Amounts (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net income | $ 11,528 | $ 14,360 |
Interest expense related to Convertible Notes, net of tax | 144 | |
Numerator for diluted income per share | $ 11,672 | $ 14,360 |
Denominator: | ||
Weighted average number of shares used in computing net income per share, basic | 79,462 | 74,651 |
Effect of dilutive securities, stock options, RSUs and ESPP shares | 7,799 | 4,644 |
Denominator for dilutive income per share | 87,261 | 79,295 |
Net income per share attributable to common stockholders, basic | $ 0.15 | $ 0.19 |
Net income per share attributable to common stockholders, diluted | $ 0.13 | $ 0.18 |
Net Income Per Share - Addition
Net Income Per Share - Additional Information (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Anti-dilutive shares excluded from computation of diluted net income per share | 0 | 0 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense and Effective Tax Rate (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 6,530 | $ 41 |
Effective tax rate | 36.00% | 0.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Net discrete expense (benefit) | $ 1.8 | $ (3.6) |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | $ 613,197 | $ 378,586 |
Total other comprehensive loss | (4,058) | (3,832) |
Ending balance | 618,425 | 399,029 |
Foreign Currency Translation [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (6,400) | |
Other comprehensive loss before reclassification | (4,163) | |
Total other comprehensive loss | (4,163) | |
Ending balance | (10,563) | |
Retirement Related Benefit Plans [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (2,550) | |
Other comprehensive loss before reclassification | 74 | |
Amounts reclassified from accumulated other comprehensive loss | 31 | |
Total other comprehensive loss | 105 | |
Ending balance | (2,445) | |
Accumulated Other Comprehensive Loss [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | (8,950) | (2,797) |
Other comprehensive loss before reclassification | (4,089) | |
Amounts reclassified from accumulated other comprehensive loss | 31 | |
Total other comprehensive loss | (4,058) | |
Ending balance | $ (13,008) | $ (6,629) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - N C Judgement - USD ($) $ in Millions | Jan. 03, 2022 | Dec. 31, 2016 |
Loss Contingencies [Line Items] | ||
Loss contingency damages awarded value | $ 79.1 | |
Outstanding loss contingency damages paid | $ 65.9 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2022Segment | |
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 | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 159,781 | $ 150,163 |
Adjusted EBITDA | 46,590 | 36,960 |
Software [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 149,958 | 137,639 |
Adjusted EBITDA | 46,184 | 36,238 |
CES [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 8,012 | 10,677 |
Adjusted EBITDA | 798 | 1,010 |
All Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,811 | 1,847 |
Adjusted EBITDA | $ (392) | $ (288) |
Segment Information - Reconcili
Segment Information - Reconciliation of U.S. GAAP (Loss) Income Before Income Taxes to Adjusted EBITDA (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting [Abstract] | ||
Adjusted EBITDA | $ 46,590,000 | $ 36,960,000 |
Stock-based compensation expense | (18,614,000) | (9,648,000) |
Interest expense | (585,000) | (2,973,000) |
Depreciation and amortization | (7,686,000) | (6,686,000) |
Restructuring expense | 0 | (3,346,000) |
Special adjustments, interest income and other | (1,647,000) | 94,000 |
Income before income taxes | $ 18,058,000 | $ 14,401,000 |
Segment Information - Reconci_2
Segment Information - Reconciliation of U.S. GAAP Income (Loss) Before Income Taxes to Adjusted EBITDA (Parenthetical) (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Segment Reporting [Abstract] | |
Currency losses on acquisition-related intercompany loans | $ 1.5 |