COVER
COVER - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 22, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38711 | ||
Entity Registrant Name | SolarWinds Corporation | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 81-0753267 | ||
Entity Address, Address Line One | 7171 Southwest Parkway, | ||
Entity Address, Address Line Two | Building 400 | ||
Entity Address, City or Town | Austin, | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78735 | ||
City Area Code | 512 | ||
Local Phone Number | 682.9300 | ||
Title of 12(b) Security | Common stock, $0.001 par value | ||
Trading Symbol | SWI | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,130 | ||
Entity Common Stock, Shares Outstanding | 160,464,262 | ||
Documents Incorporated by Reference | Part III of this Annual Report on Form 10-K incorporates certain information by reference from the definitive proxy statement for the registrant’s 2022 Annual Meeting of Stockholders to be filed within 120 days of the registrant’s fiscal year ended December 31, 2021 (the “Proxy Statement”). Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part of this Form 10-K. | ||
Entity Central Index Key | 0001739942 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Austin, Texas |
Auditor Firm ID | 238 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 732,116 | $ 270,708 |
Accounts receivable, net of allowances of $476 and $1,985 as of December 31, 2021 and 2020, respectively | 95,095 | 85,514 |
Income tax receivable | 1,114 | 1,011 |
Prepaid and other current assets | 30,515 | 20,080 |
Current assets of discontinued operations | 0 | 135,420 |
Total current assets | 858,840 | 512,733 |
Property and equipment, net | 29,722 | 39,059 |
Operating lease assets | 74,318 | 97,264 |
Deferred taxes | 144,162 | 147,265 |
Goodwill | 3,308,405 | 3,375,319 |
Intangible assets, net | 342,563 | 565,611 |
Other assets, net | 34,117 | 30,011 |
Non-current assets of discontinued operations | 0 | 943,221 |
Total assets | 4,792,127 | 5,710,483 |
Current liabilities: | ||
Accounts payable | 7,327 | 12,390 |
Accrued liabilities and other | 41,328 | 53,140 |
Current operating lease liabilities | 14,382 | 14,951 |
Accrued interest payable | 153 | 157 |
Income taxes payable | 3,086 | 11,911 |
Current portion of deferred revenue | 327,701 | 336,573 |
Current debt obligation | 19,900 | 19,900 |
Current liabilities of discontinued operations | 0 | 42,182 |
Total current liabilities | 413,877 | 491,204 |
Long-term liabilities: | ||
Deferred revenue, net of current portion | 34,968 | 36,511 |
Non-current deferred taxes | 16,918 | 54,691 |
Non-current operating lease liabilities | 74,543 | 100,430 |
Other long-term liabilities | 93,156 | 114,615 |
Long-term debt, net of current portion | 1,870,769 | 1,882,672 |
Non-current liabilities of discontinued operations | 0 | 19,673 |
Total liabilities | 2,504,231 | 2,699,796 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value: 1,000,000,000 shares authorized and 159,176,042 and 156,519,611 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 159 | 157 |
Preferred stock, $0.001 par value: 50,000,000 shares authorized and no shares issued and outstanding as of December 31, 2021 and 2020, respectively | 0 | 0 |
Additional paid-in capital | 2,566,783 | 3,112,262 |
Accumulated other comprehensive income | 1,306 | 127,212 |
Accumulated deficit | (280,352) | (228,944) |
Total stockholders’ equity | 2,287,896 | 3,010,687 |
Total liabilities and stockholders’ equity | $ 4,792,127 | $ 5,710,483 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Allowance for doubtful accounts receivable | $ 476 | $ 1,985 |
Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, issued (in shares) | 159,176,042 | 156,519,611 |
Common stock, outstanding (in shares) | 159,176,042 | 156,519,611 |
Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | |||
Total revenue | $ 718,632 | $ 716,770 | $ 669,103 |
Cost of revenue: | |||
Cost of recurring revenue | 67,043 | 54,339 | 46,318 |
Amortization of acquired technologies | 159,973 | 157,104 | 151,816 |
Total cost of revenue | 227,016 | 211,443 | 198,134 |
Gross profit | 491,616 | 505,327 | 470,969 |
Operating expenses: | |||
Sales and marketing | 236,383 | 217,887 | 194,250 |
Research and development | 101,813 | 85,754 | 75,882 |
General and administrative | 130,977 | 98,308 | 74,352 |
Amortization of acquired intangibles | 55,314 | 51,125 | 46,623 |
Total operating expenses | 524,487 | 453,074 | 391,107 |
Operating income (loss) | (32,871) | 52,253 | 79,862 |
Other income (expense): | |||
Interest expense, net | (64,522) | (75,886) | (108,078) |
Other income (expense), net | 454 | (469) | 14 |
Total other expense | (64,068) | (76,355) | (108,064) |
Loss before income taxes | (96,939) | (24,102) | (28,202) |
Income tax benefit | (32,469) | (140,166) | (3,145) |
Net income (loss) from continuing operations | (64,470) | 116,064 | (25,057) |
Net income from discontinued operations, net of tax | 13,062 | 42,411 | 43,699 |
Net income (loss) | (51,408) | 158,475 | 18,642 |
Net income (loss) from continuing operations available to common stockholders | (64,630) | 115,356 | (24,786) |
Net income from discontinued operations available to common stockholders | $ 13,062 | $ 42,152 | $ 43,227 |
Net income (loss) available to common stockholders per share: | |||
Basic earnings (loss) from continuing operations per share (in dollars per share) | $ (0.41) | $ 0.74 | $ (0.16) |
Basic earnings from discontinued operations per share (in dollars per share) | 0.08 | 0.27 | 0.28 |
Basic earnings (loss) per share (in dollars per share) | (0.33) | 1.01 | 0.12 |
Diluted earnings (loss) from continuing operations per share (in dollars per share) | (0.41) | 0.73 | (0.16) |
Diluted earnings from discontinued operations per share (in dollars per share) | 0.08 | 0.27 | 0.28 |
Diluted earnings (loss) per share (in dollars per share) | $ (0.33) | $ 1 | $ 0.12 |
Weighted-average shares used to compute net income (loss) available to common stockholders per share: | |||
Weighted-average shares used in computation of basic earnings (loss) per share (in shares) | 158,040 | 155,277 | 153,384 |
Weighted-average shares used in computation of diluted earnings (loss) per share (in shares) | 158,040 | 157,782 | 153,384 |
Recurring Revenue | |||
Revenue: | |||
Total revenue | $ 604,016 | $ 572,782 | $ 505,040 |
Subscription | |||
Revenue: | |||
Total revenue | 124,601 | 104,469 | 69,060 |
Cost of revenue: | |||
Amortization of acquired technologies | 11,364 | 12,944 | 8,988 |
Maintenance | |||
Revenue: | |||
Total revenue | 479,415 | 468,313 | 435,980 |
License | |||
Revenue: | |||
Total revenue | 114,616 | 143,988 | 164,063 |
Cost of revenue: | |||
Amortization of acquired technologies | $ 148,609 | $ 144,160 | $ 142,828 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) from continuing operations | $ (51,408) | $ 158,475 | $ 18,642 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | (125,906) | 132,459 | (22,290) |
Other comprehensive income (loss) | (125,906) | 132,459 | (22,290) |
Comprehensive income (loss) | $ (177,314) | $ 290,934 | $ (3,648) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment |
Balance at beginning of period (in shares) at Dec. 31, 2018 | 152,470,000 | ||||||
Balance at beginning of period at Dec. 31, 2018 | $ 2,616,100 | $ 6,267 | $ 152 | $ 3,011,233 | $ 17,043 | $ (412,328) | $ 6,267 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Foreign currency translation adjustment | (22,290) | (22,290) | |||||
Net income (loss) | 18,642 | 18,642 | |||||
Comprehensive income (loss) | (3,648) | ||||||
Exercise of stock options (in shares) | 286,000 | ||||||
Exercise of stock options | 623 | 623 | |||||
Restricted stock units issued, net of shares withheld for taxes (in shares) | 570,000 | ||||||
Restricted stock units issued, net of shares withheld for taxes | (7,260) | $ 1 | (7,261) | ||||
Issuance of stock (in shares) | 781,000 | ||||||
Issuance of stock | 822 | $ 1 | 821 | ||||
Issuance of stock under employee stock purchase plan (in shares) | 38,000 | ||||||
Issuance of stock under employee stock purchase plan | 1,080 | 1,080 | |||||
Equity awards assumed in acquisitions | 778 | 778 | |||||
Stock-based compensation | 34,760 | 34,760 | |||||
Balance at end of period (in shares) at Dec. 31, 2019 | 154,145,000 | ||||||
Balance at end of period at Dec. 31, 2019 | 2,649,522 | $ 154 | 3,042,034 | (5,247) | (387,419) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Foreign currency translation adjustment | 132,459 | 132,459 | |||||
Net income (loss) | 158,475 | 158,475 | |||||
Comprehensive income (loss) | 290,934 | ||||||
Exercise of stock options (in shares) | 358,000 | ||||||
Exercise of stock options | 1,063 | $ 1 | 1,062 | ||||
Restricted stock units issued, net of shares withheld for taxes (in shares) | 1,018,000 | ||||||
Restricted stock units issued, net of shares withheld for taxes | (12,080) | $ 1 | (12,081) | ||||
Issuance of stock (in shares) | 822,000 | ||||||
Issuance of stock | 849 | $ 1 | 848 | ||||
Issuance of stock under employee stock purchase plan (in shares) | 177,000 | ||||||
Issuance of stock under employee stock purchase plan | 5,404 | 5,404 | |||||
Stock-based compensation | $ 74,995 | 74,995 | |||||
Balance at end of period (in shares) at Dec. 31, 2020 | 156,519,611 | 156,520,000 | |||||
Balance at end of period at Dec. 31, 2020 | $ 3,010,687 | $ 157 | 3,112,262 | 127,212 | (228,944) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Foreign currency translation adjustment | (125,906) | (125,906) | |||||
Net income (loss) | (51,408) | (51,408) | |||||
Comprehensive income (loss) | $ (177,314) | ||||||
Exercise of stock options (in shares) | 300,335 | 300,000 | |||||
Exercise of stock options | $ 616 | 616 | |||||
Restricted stock units issued, net of shares withheld for taxes (in shares) | 1,614,000 | ||||||
Restricted stock units issued, net of shares withheld for taxes | (13,991) | $ 2 | (13,993) | ||||
Issuance of stock (in shares) | 461,000 | ||||||
Issuance of stock | 505 | 505 | |||||
Issuance of stock under employee stock purchase plan (in shares) | 281,000 | ||||||
Issuance of stock under employee stock purchase plan | 5,658 | 5,658 | |||||
Distribution of N-able business | (366,483) | (366,483) | |||||
Special dividends paid ($1.50 per share) | (237,214) | (237,214) | |||||
Stock-based compensation | $ 65,432 | 65,432 | |||||
Balance at end of period (in shares) at Dec. 31, 2021 | 159,176,042 | 159,176,000 | |||||
Balance at end of period at Dec. 31, 2021 | $ 2,287,896 | $ 159 | $ 2,566,783 | $ 1,306 | $ (280,352) |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parentheticals) - $ / shares | Aug. 24, 2021 | Dec. 31, 2021 |
Statement of Stockholders' Equity [Abstract] | ||
Special dividend (in dollars per share) | $ 1.50 | $ 1.50 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||
Net income (loss) from continuing operations | $ (64,470) | $ 116,064 | $ (25,057) |
Adjustments to reconcile net income (loss) from continuing operations to net cash provided by operating activities: | |||
Depreciation and amortization | 230,135 | 221,406 | 209,105 |
Provision for doubtful accounts | 23 | 1,187 | (316) |
Stock-based compensation expense | 58,763 | 63,153 | 28,311 |
Amortization of debt issuance costs | 9,103 | 9,166 | 9,234 |
Deferred taxes | (40,567) | (172,920) | (33,848) |
(Gain) loss on foreign currency exchange rates | (1,479) | 938 | (312) |
Other non-cash expenses | 378 | 915 | 635 |
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in business combinations: | |||
Accounts receivable | (9,926) | 12,497 | (13,948) |
Income taxes receivable | (281) | (755) | 46 |
Prepaid and other current assets | (13,965) | (4,841) | (10,069) |
Accounts payable | (4,915) | (214) | 3,970 |
Accrued liabilities and other | (11,047) | 16,693 | 2,994 |
Accrued interest payable | (4) | (91) | (42) |
Income taxes payable | (32,587) | (7,170) | (3,771) |
Deferred revenue | (852) | 17,104 | 41,743 |
Other long-term liabilities | (217) | 314 | 905 |
Net cash provided by operating activities from continuing operations | 118,092 | 273,446 | 209,580 |
Cash flows from investing activities | |||
Purchases of property and equipment | (9,252) | (16,882) | (11,397) |
Purchases of intangible assets | (4,664) | (5,198) | (3,429) |
Acquisitions, net of cash acquired | 447 | (141,907) | (447,624) |
Proceeds from sale of cost method investment and other | 0 | 0 | 3,035 |
Net cash used in investing activities from continuing operations | (13,469) | (163,987) | (459,415) |
Cash flows from financing activities | |||
Proceeds from issuance of common stock under employee stock purchase plan | 5,658 | 5,404 | 1,080 |
Repurchase of common stock and incentive restricted stock | (14,228) | (12,123) | (7,427) |
Exercise of stock options | 616 | 1,063 | 623 |
Distribution from spin-off of discontinued operations, net | 505,580 | 0 | 0 |
Dividends paid | (237,214) | 0 | 0 |
Proceeds from credit agreement | 0 | 0 | 35,000 |
Repayments of borrowings from credit agreement | (20,950) | (19,900) | (54,900) |
Payment of debt issuance costs | (324) | 0 | 0 |
Net cash provided by (used in) financing activities from continuing operations | 239,138 | (25,556) | (25,624) |
Effect of exchange rate changes on cash and cash equivalents from continuing operations | (4,355) | 12,493 | (2,067) |
Cash flows of discontinued operations | |||
Operating activities of discontinued operations | 39,040 | 115,648 | 90,327 |
Investing activities of discontinued operations | (15,003) | (16,140) | (23,038) |
Financing activities of discontinued operations | (903) | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents from discontinued operations | (922) | 1,222 | 989 |
Net cash provided by discontinued operations | 22,212 | 100,730 | 68,278 |
Net increase (decrease) in cash and cash equivalents | 361,618 | 197,126 | (209,248) |
Cash and cash equivalents | |||
Beginning of period | 370,498 | 173,372 | 382,620 |
End of period | 732,116 | 370,498 | 173,372 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 56,053 | 67,169 | 100,549 |
Cash paid for income taxes | $ 43,864 | $ 54,583 | $ 47,988 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Organization and Nature of Operations SolarWinds Corporation, a Delaware corporation, and its subsidiaries (“Company”, “we,” “us” and “our”) is a leading provider of simple, powerful and secure information technology, or IT, management software. Our solutions give organizations worldwide, regardless of type, size or complexity, the power to accelerate business transformation in today's hybrid IT environments. Our approach, which we refer to as the SolarWinds Model, combines customer-driven products with an "inside-first" selling motion. We’ve built our business to enable the technology professionals who use our products to manage “all things IT.” Our range of customers has expanded over time to include network and systems engineers, database administrators, storage administrators, DevOps, SecOps and service desk professionals. Our SolarWinds Model enables us to sell our products for use in organizations ranging in size from very small businesses to large enterprises. In February 2016, we were acquired by affiliates of Silver Lake Group, L.L.C and Thoma Bravo, LLC in a take private transaction, or the Take Private. We applied purchase accounting on the date of the Take Private which required all assets acquired and liabilities assumed be recorded at the date of acquisition at their respective fair values. In October 2018, we completed our initial public offering, or IPO. Spin-Off of N-able Business On July 19, 2021, we completed the previously announced separation and distribution of our managed service provider (“MSP” or “N-able”) business into a newly created and separately traded public company, N-able, Inc. We refer to this transaction as the “Separation.” The Separation was completed by means of a tax-free, pro-rata distribution in which each holder of our common stock, par value $0.001 per share, received one share of N-able’s common stock, par value $0.001, for every two shares of our common stock held of record as of the close of business on July 12, 2021. After the distribution, we do not beneficially own any shares of common stock in N-able and no longer consolidate N‑able into our financial results for periods ending after July 19, 2021. As a result, N‑able's historical financial results through the Separation are reflected in our consolidated financial statements as discontinued operations. See Note 3. Discontinued Operations |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Consolidation The accompanying consolidated financial statements include the accounts of SolarWinds Corporation and the accounts of its wholly owned subsidiaries. We have eliminated all intercompany balances and transactions. Reverse Stock Split Effective July 30, 2021, we effected a 2:1 reverse stock split of our common stock. As a result of the reverse stock split, all share and per share figures contained in the consolidated financial statements have been retroactively restated as if the reverse stock split occurred at the beginning of the periods presented. Special Dividend On July 30, 2021, our board of directors declared a special one-time cash dividend (the "Special Dividend"), to be paid following the effectiveness of, and after giving effect to, the reverse stock split, equal to $1.50 per share of common stock issued and outstanding as of August 9, 2021. The Special Dividend in the aggregate amount of $237.2 million was paid on August 24, 2021. Use of Estimates The preparation of financial statements in conformity with United States of America generally accepted accounting principles ("GAAP") requires our management to make estimates and assumptions that affect the reported amounts and the disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The previously disclosed cyberattack on our Orion Software Platform and internal systems, or Cyber Incident, has had and may continue to have an adverse effect on our business, results of operations and financial condition. In addition, there continues to be uncertainty in the rapidly changing market and economic conditions due to the coronavirus disease 2019, or COVID-19, pandemic. We have made estimates of the impact of the Cyber Incident and COVID-19 pandemic within our financial statements as of and for the years ended December 31, 2021 and 2020 which did not result in material adjustments. The estimates assessed included, but were not limited to, allowances for credit losses, the carrying values of goodwill and intangible assets and other long-lived assets, valuation allowances for tax assets and revenue recognition and may change in future periods. The actual results that we experience may differ materially from our estimates. The accounting estimates that require our most significant, difficult and subjective judgments include: • the valuation of goodwill, intangibles, long-lived assets and contingent consideration; • revenue recognition; • stock-based compensation; • income taxes; and • loss contingencies. Foreign Currency Translation The functional currency of our foreign subsidiaries is determined in accordance with authoritative guidance issued by the Financial Accounting Standards Board ("FASB"). We translate assets and liabilities for these subsidiaries at exchange rates in effect at the balance sheet date. We translate income and expense accounts for these subsidiaries at the average monthly exchange rates for the periods. We record resulting translation adjustments as a component of accumulated other comprehensive income (loss) within stockholders’ equity. We record gains and losses from currency transactions denominated in currencies other than the functional currency as other income (expense) in our consolidated statements of operations. There were no equity transactions denominated in foreign currencies for the years ended December 31, 2021 and 2020. Local currency transactions of international subsidiaries that have the U.S. dollar as the functional currency are remeasured into U.S. dollars using current rates of exchange for monetary assets and liabilities and historical rates of exchange for non-monetary assets and liabilities. Recently Adopted Accounting Pronouncements On January 1, 2020 we adopted the FASB Accounting Standards Update ("ASU") No. 2017-04 "Intangibles-Goodwill and Other," or Accounting Standards Codification ("ASC") 350, which simplifies the accounting for goodwill impairment. The new guidance removes step two of the two-step quantitative goodwill impairment test, which requires a hypothetical purchase price allocation. The standard did not have a material impact on our consolidated financial statements for the year ended December 31, 2020. On January 1, 2019 we adopted the FASB ASU No. 2014-09 “Revenue from Contracts with Customers,” or ASC 606, which replaced all existing revenue guidance under ASC 605 “Revenue Recognition,” including prescriptive industry-specific guidance. This standard’s core principle is that an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We adopted ASC 606 using the modified-retrospective method. On December 31, 2019, as we no longer qualified as an emerging growth company, we retroactively adopted the FASB ASU No. 2016-02 “Leases,” or ASC 842, as of January 1, 2019 using the optional transition method in which an entity can apply the new standard at the adoption date without adjusting comparative prior periods. The new lease accounting standard replaced existing lease accounting standards and expanded disclosure requirements. The adoption of the new standard resulted in leases currently designated as operating leases being reported on our consolidated balance sheet at their net present value. Recent Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU No. 2021-08 "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers", which requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, "Revenue from Contracts with Customers", instead of at fair value on the acquisition date as previously required by ASC 805. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for acquired revenue contracts and revenue contracts not acquired in a business combination. The updated guidance is effective for public companies for fiscal years beginning after December 15, 2022 and early adoption is permitted. We elected to early adopt the updated guidance prospectively as of January 1, 2022. We do not believe that this standard will have a material impact on our consolidated financial statements. Acquisitions The purchase price of our acquired businesses is allocated to the assets acquired and the liabilities assumed based on their estimated fair values, with the excess recorded as goodwill. If applicable, we estimate the fair value of contingent consideration payments in determining the purchase price. Goodwill is allocated to our reporting units expected to benefit from the business combination based on the relative fair value at the acquisition date. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the fair value of the tangible and intangible assets acquired and liabilities assumed, including the deferred tax asset valuation allowances and acquired income tax uncertainties, with the corresponding offset to goodwill. We include the operating results of acquisitions in our consolidated financial statements from the effective date of the acquisitions. Acquisition related costs are expensed separately from the acquisition as incurred and are primarily included in general and administrative expenses in our consolidated statements of operations. The fair value of identifiable intangible assets is based on significant judgments made by management. We typically engage third party valuation appraisal firms to assist us in determining the fair values and useful lives of the assets acquired. The valuation estimates and assumptions are based on historical experience and information obtained by management, and include, but are not limited to, future expected revenues earned from customer relationships and the developed product technologies and discount rates applied in determining the present value of those cash flows. Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results. Acquired identifiable intangible assets are amortized on the straight-line method over their estimated economic lives, which are generally two Impairment of Goodwill, Intangible Assets and Long-lived Assets Goodwill Our goodwill was derived from the Take Private transaction and acquisitions where the purchase price exceeded the fair value of the net identifiable assets acquired. Goodwill is assigned to our reporting units and tested for impairment at least annually during the fourth quarter or sooner when circumstances indicate an impairment may exist. An impairment of goodwill is recognized when the carrying amount of a reporting unit exceeds its fair value. For purposes of the annual impairment test, we first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, a “Step 0” analysis. If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than its carrying value we perform “Step 1” of the goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. If the carrying value exceeds the fair value, an impairment loss is recognized for the amount by which the reporting unit's carrying value exceeds its fair value, not to exceed the carrying value of goodwill in that reporting unit. During the fourth quarter of 2021, we reevaluated our reporting units to better align with our current management structure and internal financial reporting which resulted in a change from three reporting units to a single reporting unit. On October 1, 2021, due to the change in reporting units, we performed a quantitative Step 1 assessment for our Core IT, Application Management and ITSM reporting units immediately before and after the change in reporting units. We engaged a third-party valuation specialist to assist in the performance of the impairment analysis of our reporting units. For the October 1, 2021 Step 1 goodwill impairment analysis, we utilized a combination of both an income and market approach to evaluate each of our reporting units. The income approach is based on the present value of projected cash flows and a terminal value. The discounted cash flow models reflect our assumptions regarding revenue growth rates, discount rate, estimated ongoing implications of the Cyber Incident to our cost structure, economic and market trends and other expectations about the anticipated operating results of our reporting units. The market approach develops an indication of fair value by calculating average market pricing multiples of revenues and EBITDA for selected peer publicly-traded companies. As a result of the impairment analysis as of October 1, 2021, our reporting units were determined to have fair values that exceeded their carrying value before and after the change in reporting units, and therefore, no impairment was recognized. Subsequent to our October 1, 2021 goodwill impairment analysis, we experienced a decline in our stock price resulting in the total market value of our shares of stock outstanding, or market capitalization, being less than the carrying value of our reporting unit as of December 31, 2021. We considered the decline in market capitalization in our evaluation of goodwill impairment indicators and determined it appropriate to perform a quantitative assessment of our reporting unit as of December 31, 2021. We engaged a third-party valuation specialist to assist in the performance of the impairment analysis of our reporting units. For the December 31, 2021 Step 1 goodwill impairment analysis, we utilized a combination of both an income and market approach to evaluate our reporting unit. The income approach is based on the present value of projected cash flows and a terminal value. The discounted cash flow models reflect our assumptions regarding revenue growth rates, discount rate, estimated implications of the Cyber Incident to our cost structure, economic and market trends and other expectations about the anticipated operating results of our reporting units. The market approach develops an indication of fair value by calculating average market pricing multiples of revenues and EBITDA for selected peer publicly-traded companies. As a result of the impairment analysis as of December 31, 2021, our reporting unit was determined to have a fair value that exceeded its carrying value by approximately 7.2%, and therefore, no impairment was recognized. Fair value determination of our reporting unit requires considerable judgment and is sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the quantitative goodwill impairment tests will prove to be an accurate prediction of future results. Examples of events or circumstances that could reasonably be expected to negatively affect the underlying key assumptions and ultimately impact the estimated fair value of our reporting unit may include such items as: (i) a decrease in future cash flows due to lower than expected license sales or maintenance renewals and higher than estimated costs to respond to the Cyber Incident, (ii) higher than expected customer attrition resulting from customer concerns related to the Cyber Incident, (iii) adverse loss exposure from claims, fines or penalties from the Cyber Incident; and (iv) volatility in the equity and debt markets or other macroeconomic factors which could result in a higher weighted-average cost of capital. Accordingly, if our current cash flow assumptions are not realized, it is possible that an impairment charge may be recorded in the future. Indefinite-lived Intangible Assets We review our indefinite-lived intangible assets for impairment annually, in the fourth quarter, or more frequently if a triggering event occurs. We first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative test. If necessary, the quantitative test is performed by comparing the fair value of indefinite lived intangible assets to the carrying value. In the event the carrying value exceeds the fair value of the assets, the assets are written down to their fair value. As of December 31, 2021, we performed a quantitative assessment of our indefinite-lived intangible assets and determined no impairment was required. Long-lived Assets We evaluate the recoverability of our long-lived assets, including finite-lived intangible assets and other assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Events or changes in circumstances that could result in an impairment review include, but are not limited to, significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the strategy for our overall business, and significant negative industry or economic trends. In the event that the net book value of our long-lived assets exceeds the future undiscounted net cash flows attributable to such assets, an impairment charge would be required. Impairment, if any, is recognized in the period of identification to the extent the carrying amount of an asset or asset group exceeds the fair value of such asset or asset group. As of December 31, 2021 and 2020, we assessed the qualitative factors above, including the decline in our market capitalization in the fourth quarter of 2021 and the impacts of the Cyber Incident in 2020, and determined it was more likely than not the carrying value of our long-lived assets, including finite-lived intangible assets, were recoverable. Fair Value Measurements We apply the authoritative guidance on fair value measurements for financial assets and liabilities that are measured at fair value on a recurring basis and non-financial assets and liabilities, such as goodwill, intangible assets and property, plant and equipment that are measured at fair value on a non-recurring basis. The guidance establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows: Level 1: Unadjusted quoted prices for identical assets or liabilities in active markets accessible by us. Level 2: Inputs that are observable in the marketplace other than those inputs classified as Level 1. Level 3: Inputs that are unobservable in the marketplace and significant to the valuation. See Note 6. Fair Value Measurements for a summary of our financial instruments accounted for at fair value on a recurring basis. The carrying amounts reported in our consolidated balance sheets for cash, accounts receivable, accounts payable and other accrued expenses approximate fair value due to relatively short periods to maturity. Accounts Receivable Accounts receivable represent trade receivables from customers when we have sold subscriptions, perpetual licenses or related maintenance services and have not yet received payment. We present accounts receivable net of an allowance for credit losses. We maintain an allowance for estimated losses resulting from the inability of customers to make required payments. In doing so, we consider the current financial condition of the customer, the specific details of the customer account, the age of the outstanding balance and the current economic environment. Any change in the assumptions used in analyzing a specific account receivable might result in an additional allowance for credit losses being recognized in the period in which the change occurs. We have historically had insignificant write-offs related to bad debts. Property and Equipment We record property and equipment at cost and depreciate them using the straight-line method over their estimated useful lives as follows: Useful Life Equipment, servers and computers 3 - 5 Furniture and fixtures 5 - 7 Software 3 - 5 Leasehold improvements Lesser of Upon retirement or sale of property and equipment, we remove the cost of assets disposed of and any related accumulated depreciation from our accounts and credit or charge any resulting gain or loss to operating expense. We expense repairs and maintenance as they are incurred. Research and Development Costs Research and development expenses primarily consist of personnel costs and contractor fees related to the development of new software products and enhancements to existing software products. Personnel costs include salaries, bonuses and stock-based compensation and related employer-paid payroll taxes, as well as an allocation of our facilities, depreciation, benefits and IT costs. Research and development costs are charged to operations as incurred with the exception of those software development costs that may qualify for capitalization. Software development costs incurred subsequent to establishing technological feasibility through the general release of the software products are capitalized. Our new software products and significant enhancements to our existing products are available for general release soon after technological feasibility has been established. Due to the short time period between technological feasibility and general release, capitalized software development costs were insignificant for the years ended December 31, 2021, 2020 and 2019. Internal-Use Software and Website Development Costs We capitalize costs related to developing new functionality for our suite of products that are hosted and accessed by our customers on a subscription basis. We also capitalize costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalized costs are recorded as part of other assets, net in our consolidated balance sheets. Maintenance and training costs are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life, generally three years, and included in cost of recurring revenue in the consolidated statements of operations. There were no impairments to internal-use software and we did not incur any significant website development costs during the periods presented. We had $9.2 million and $7.7 million of internal-use software, net capitalized as of December 31, 2021 and 2020, respectively. Amortization expense of internal-use software and website development costs was $3.6 million, $3.5 million and $2.4 million for the years ended December 31, 2021, 2020 and 2019, respectively. Debt Issuance Costs Debt issuance costs for our credit facilities outstanding are presented as a deduction from the corresponding debt liability on our consolidated balance sheets and amortized on an effective interest rate method over the term of the associated debt as interest expense in our consolidated statements of operations. Amortization of debt issuance costs included in interest expense was $9.1 million, $9.2 million and $9.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. See Note 10. Debt for discussion of our credit facilities. Contingencies We account for claims and contingencies in accordance with authoritative guidance that requires we record an estimated loss from a claim or loss contingency when information available prior to issuance of our consolidated financial statements indicates a liability has been incurred at the date of our consolidated financial statements and the amount of the loss can be reasonably estimated. If we determine that it is reasonably possible but not probable that an asset has been impaired or a liability has been incurred, we disclose the amount or range of estimated loss if material or that the loss cannot be reasonably estimated. Accounting for claims and contingencies requires us to use our judgment. We consult with legal counsel on those issues related to litigation and seek input from other experts and advisors with respect to matters in the ordinary course of business. See Note 16. Commitments and Contingencies for a discussion of contingencies. Accumulated Other Comprehensive Income (Loss) Changes in accumulated other comprehensive income (loss) by component are summarized below: Foreign Currency Translation Adjustments Accumulated Other Comprehensive Income (Loss) (in thousands) Balance at December 31, 2019 $ (5,247) $ (5,247) Other comprehensive gain (loss) before reclassification 132,459 132,459 Amount reclassified from accumulated other comprehensive income (loss) — — Net current period other comprehensive income (loss) 132,459 132,459 Balance at December 31, 2020 127,212 127,212 Other comprehensive gain (loss) before reclassification (125,906) (125,906) Amount reclassified from accumulated other comprehensive income (loss) — — Net current period other comprehensive income (loss) (125,906) (125,906) Balance at December 31, 2021 $ 1,306 $ 1,306 Revenue Recognition We generate recurring revenue from fees received for subscriptions and from the sale of maintenance services associated with our perpetual license products and license revenue from the sale of our perpetual license products. We recognize revenue related to contracts from customers when we transfer promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This is determined by following a five-step process which includes (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price, and (5) recognizing revenue when or as we satisfy a performance obligation, as described below. • Identify the contract with a customer. We generally use a purchase order, an authorized credit card, an electronic or manually signed license agreement, or the receipt of a cash payment as evidence of a contract with a customer provided that collection is considered probable. We sell our products through our direct inside sales force and through our distributors and resellers. Our distributors and resellers do not carry inventory of our software and we generally require them to specify the end user of the software at the time of the order. If the distributor or reseller does not provide end-user information, then we will generally not fulfill the order. Our distributors and resellers have no rights of return or exchange for software that they purchase from us and payment for these purchases is due to us without regard to whether the distributors or resellers collect payment from their customers. Sales through resellers and distributors are typically evidenced by a reseller or distributor agreement, together with purchase orders or authorized credit cards on a transaction-by-transaction basis. • Identify the performance obligations in the contract. Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are separately identifiable from other promises in the contract, or distinct. If not considered distinct, the promised goods or services are combined with other goods or services and accounted for as a combined performance obligation. Determining the distinct performance obligations in a contract requires judgment. Our performance obligations primarily include perpetual and time-based licenses, maintenance support including unspecified upgrades or enhancements to new versions of our software products and software-as-a-service, or SaaS, offerings. See additional discussion of our performance obligations below. • Determine the transaction price. We determine the transaction price based on the contractual consideration and the amount of consideration we expect to receive in exchange for transferring the promised goods or services to the customer. We account for sales incentives to customers, resellers or distributors as a reduction of revenue at the time we recognize the revenue from the related product sale. We report revenue net of any sales tax collected. Our return policy generally does not allow our customers to return software offerings. • Allocate the transaction price. We allocate the transaction price of the contract to each distinct performance obligation based on a relative standalone selling price basis. Determining standalone selling prices for our performance obligations requires judgment and are based on multiple factors including, but not limited to historical selling prices and discounting practices for products and services, internal pricing policies and pricing practices in different regions and through different sales channels. For our subscription products and maintenance services, our standalone selling prices are generally observable using standalone sales or renewals. For our perpetual and time-based license products, given there are no observable standalone sales, we estimate our standalone selling prices by evaluating our historical pricing and discounting practices in observable bundled transactions. We review the standalone selling price for our performance obligations periodically and update, if needed, to ensure that the methodology utilized reflects our current pricing practices. • Recognize revenue when or as we satisfy a performance obligation. Revenue is recognized when or as performance obligations are satisfied either over time or at a point in time by transferring a promised good or service. We consider this transfer to have occurred when risk of loss transfers to the customer or the customer has access to their subscription which is generally upon electronic transfer of the license key or password that provides immediate availability of the product to the purchaser. See further discussion below regarding the timing of revenue recognition for each of our performance obligations. The following summarizes our performance obligations from which we generate revenue: Performance obligation When performance obligation is typically satisfied Subscription revenue SaaS offerings Over the subscription term, once the service is made available to the customer (over time) Time-based licenses Upon the delivery of the license key or password that provides immediate availability of the product (point in time) Time-based technical support and unspecified software upgrades Ratably over the contract period (over time) Maintenance revenue Technical support and unspecified software upgrades Ratably over the contract period (over time) License revenue Perpetual licenses Upon the delivery of the license key or password that provides immediate availability of the product (point in time) Recurring Revenue. Recurring revenue consists of subscription and maintenance revenue. • Subscription Revenue . We primarily derive subscription revenue from fees received for subscriptions to our SaaS offerings, and to a lesser extent, our time-based license arrangements. We generally invoice subscription agreements in advance over the subscription period on either a monthly or annual basis and to a lesser extent, monthly based on usage. Subscription revenue for our SaaS offerings is generally recognized ratably over the subscription term once the service is made available to the customer or when we have the right to invoice for services performed. Revenue for the license performance obligation of our time-based license arrangements is recognized at a point in time upon delivery of the license key and the revenue for the technical support performance obligation of our time-based license arrangements is recognized ratably over the contract period. • Maintenance Revenue . We derive maintenance revenue from the sale of maintenance services associated with our perpetual license products. We typically include one year of maintenance service as part of the initial purchase price of each perpetual software offering and then sell renewals of this maintenance agreement. Customers with maintenance agreements are entitled to receive technical support and unspecified upgrades or enhancements to new versions of their software products on a when-and-if-available basis for the specified contract period. We believe that our technical support and unspecified upgrades or enhancements performance obligations each have the same pattern of transfer to the customer and are therefore accounted for as a single distinct performance obligation. We recognize maintenance revenue ratably on a daily basis over the contract period. License Revenue . We derive license revenue from the sale of our perpetual licenses. Revenue for the license performance obligation of our perpetual license arrangements is recognized at a point in time upon delivery of the electronic license key. Perpetual license arrangements are invoiced upon delivery. Deferred Revenue Deferred revenue primarily consists of transaction prices allocated to remaining performance obligations from maintenance services associated with our perpetual license products which are delivered over time. We generally bill maintenance agreements annually in advance for services to be performed over a 12-month period. Customers have the option to purchase maintenance renewals for periods other than 12 months. We initially record the amounts allocated to maintenance performance obligations as deferred revenue and recognize these amounts ratably on a daily basis over the term of the maintenance agreement. We record deferred revenue that will be recognized during the succeeding 12-month period as current deferred revenue and the remaining portion is recorded as long-term deferred revenue. Details of our total deferred revenue balance was as follow s: Total Deferred Revenue (in thousands) Balance at December 31, 2019 $ 335,228 Deferred revenue recognized |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations As discussed in Note 1. Organization and Nature of Operations , we completed the Separation of the N‑able business into a newly created and separately traded public company, N-able, Inc., on July 19, 2021. The Separation was achieved through the transfer of all the net assets and legal entities associated with the N-able business to N-able, Inc. The distribution of the net assets to N-able, Inc. was recorded as a reduction to additional paid-in capital. As part of the Separation, we received a cash distribution from N-able which includes $324.7 million in cash to repay intercompany indebtedness and $238.2 million as a one-time dividend payment, net of $57.3 million of cash distributed to N-able at the Separation. In accordance with applicable accounting guidance, the results of the N-able business are presented as discontinued operations for the period up to and including the date of the Separation, and, as such, have been excluded from continuing operations for all periods presented. The following table summarizes the assets and liabilities of the discontinued operations of N-able: December 31, 2021 2020 (in thousands) Assets Current assets: Cash and cash equivalents $ — $ 99,790 Accounts receivable, net of allowances — 28,784 Income tax receivable — 1,262 Prepaid and other current assets — 5,584 Total current assets of discontinued operations — 135,420 Property and equipment, net — 19,590 Operating lease assets — 13,697 Deferred taxes — 2,190 Goodwill — 874,083 Intangible assets, net — 27,374 Other assets, net — 6,287 Total assets of discontinued operations $ — $ 1,078,641 Liabilities Current liabilities: Accounts payable $ — $ 5,542 Accrued liabilities and other — 19,831 Current operating lease liabilities — 2,860 Income taxes payable — 4,447 Current portion of deferred revenue — 9,502 Total current liabilities of discontinued operations — 42,182 Long-term liabilities: Deferred revenue, net of current portion — 168 Non-current deferred taxes — 4,458 Non-current operating lease liabilities — 14,641 Other long-term liabilities — 406 Total liabilities of discontinued operations $ — $ 61,855 The following table summarizes the results of operations of N-able presented as discontinued operations: Year Ended December 31, 2021 2020 2019 (in thousands) Revenue: Subscription $ 183,594 $ 292,027 $ 251,687 Maintenance 5,053 9,971 10,470 Total recurring revenue 188,647 301,998 262,157 License — 473 1,265 Total revenue 188,647 302,471 263,422 Cost of revenue: Cost of recurring revenue 25,218 38,916 33,253 Amortization of acquired technologies 3,950 24,257 24,067 Total cost of revenue 29,168 63,173 57,320 Gross profit 159,479 239,298 206,102 Operating expenses: Sales and marketing 55,249 80,565 69,949 Research and development 27,133 40,462 34,480 General and administrative 42,994 39,233 23,173 Amortization of acquired intangibles 10,626 23,848 23,189 Total operating expenses 136,002 184,108 150,791 Operating income from discontinued operations 23,477 55,190 55,311 Other income (expense): Interest income, net — 2 7 Other income (expense), net (608) (771) 388 Total other income (expense) (608) (769) 395 Income from discontinued operations before income taxes 22,869 54,421 55,706 Income tax expense 9,807 12,010 12,007 Net income from discontinued operations, net of tax $ 13,062 $ 42,411 $ 43,699 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions 2020 Acquisition SentryOne On October 29, 2020, we acquired SQL Sentry Holdings, LLC, or SentryOne, a leading technology provider of database performance monitoring and DataOps solutions for approximately $144.7 million. The SentryOne offering complements our existing on-premises and cloud-native database management offerings to serve the full needs of the mid-market and allows us to better serve larger organizations. We funded the transaction with cash on hand. We incurred $1.3 million in acquisition related costs, which are primarily included in general and administrative expense for the year ended December 31, 2020. Goodwill deductible for tax purposes for this acquisition is $79.2 million. The following table summarizes the consideration paid and the amounts recognized for the assets acquired and liabilities assumed: Total (in thousands) Current assets, including cash acquired of $3.2 million $ 6,993 Property and equipment and other assets 12,261 Deferred tax asset 2,535 Identifiable intangible assets 64,800 Goodwill 79,213 Current liabilities (4,275) Other long-term liabilities (6,086) Deferred revenue (10,760) Total consideration $ 144,681 The following table summarizes the fair value of the acquired identifiable intangible assets and weighted-average useful life: Fair Value Weighted-average useful life (in thousands) (in years) Developed product technologies $ 36,900 7 Customer relationships 26,200 5 Trademarks 1,700 2 Total identifiable intangible assets $ 64,800 6.1 The amount of revenue and net loss related to the SentryOne acquisition included in our consolidated financial statements from the effective date of the acquisition is insignificant. Pro forma information for the acquisition has not been provided because the impact of the historical financials on our revenue, net income (loss) and net income (loss) per share is not material. 2019 Acquisitions SAManage On April 30, 2019, we acquired SAManage Ltd., or Samanage, an IT service desk solution company, for approximately $342.1 million, including $341.5 million paid in cash and $0.6 million in fair value of replacement equity awards attributable to pre-acquisition service. By acquiring Samanage, we entered the ITSM market and based on the acquired technology introduced the SaaS-based service desk solution, SolarWinds Service Desk, into our product portfolio. We funded the transaction with cash on hand and $35.0 million of borrowings under our Revolving Credit Facility. We incurred $2.1 million in acquisition related costs, which are primarily included in general and administrative expense for the year ended December 31, 2019. Goodwill for this acquisition is not deductible for tax purposes. The following table summarizes the consideration paid and the amounts recognized for the assets acquired and liabilities assumed: Total (in thousands) Current assets, including cash acquired of $6.2 million $ 18,957 Property and equipment and other assets 428 Identifiable intangible assets 49,700 Goodwill 286,208 Current liabilities (2,230) Other long-term liabilities (2,288) Deferred revenue (8,713) Total consideration $ 342,062 The following table summarizes the fair value of the acquired identifiable intangible assets and weighted-average useful life: Fair Value Weighted-average useful life (in thousands) (in years) Developed product technologies $ 26,900 5 Customer relationships 22,800 4 Total identifiable intangible assets $ 49,700 4.5 The amount of revenue related to the Samanage acquisition included in our consolidated financial statements from the effective date of the acquisition is insignificant. We estimate the amount of net loss related to the Samanage acquisition for the year ended December 31, 2019 included in our consolidated financial statements from the effective date of the acquisition is $25.0 million, which includes $7.4 million in amortization of acquired intangible assets and $5.2 million in stock-based compensation expense. Pro forma information for the acquisition has not been provided because the impact of the historical financials on our revenue, net income (loss) and net income (loss) per share is not material. VividCortex On December 10, 2019, we acquired VividCortex, Inc., or VividCortex, a SaaS-based database performance management solution company, for approximately $117.6 million. We funded the transaction with cash on hand. We incurred $0.1 million and $0.5 million in acquisition related costs for the years ended December 31, 2020 and 2019, respectively, which are primarily included in general and administrative expense. Goodwill for this acquisition is not deductible for tax purposes. The following table summarizes the consideration paid and the amounts recognized for the assets acquired and liabilities assumed: Total (in thousands) Current assets, including cash acquired of $4.5 million $ 5,392 Property and equipment and other assets 3,424 Identifiable intangible assets 11,700 Goodwill 99,623 Current liabilities (545) Other long-term liabilities (491) Deferred revenue (1,507) Total consideration $ 117,596 The following table summarizes the fair value of the acquired identifiable intangible assets and weighted-average useful life: Fair Value Weighted-average useful life (in thousands) (in years) Developed product technologies $ 8,700 4 Customer relationships 3,000 2 Total identifiable intangible assets $ 11,700 3.5 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The following table reflects the changes in goodwill for the years ended December 31, 2021 and 2020: (in thousands) Balance at December 31, 2019 $ 3,221,555 Acquisitions 81,862 Foreign currency translation and other adjustments 71,902 Balance at December 31, 2020 3,375,319 Foreign currency translation and other adjustments (66,914) Balance at December 31, 2021 $ 3,308,405 The goodwill from acquisitions resulted primarily from our expectations that we will now be able to offer our customers additional products in new markets. Additionally, we expect the acquisitions will attract new customers for our entire line of products. Intangible Assets Intangible assets consisted of the following at December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Gross Accumulated Net Gross Accumulated Net (in thousands) Developed product technologies $ 935,767 $ (872,232) $ 63,535 $ 971,473 $ (746,025) $ 225,448 Customer relationships 461,473 (266,922) 194,551 477,027 (223,874) 253,153 Intellectual property 1,715 (515) 1,200 1,456 (354) 1,102 Trademarks 1,700 (992) 708 1,990 (430) 1,560 Total definite-lived intangible assets 1,400,655 (1,140,661) 259,994 1,451,946 (970,683) 481,263 Indefinite-lived trade names 82,569 — 82,569 84,348 — 84,348 Total intangible assets $ 1,483,224 $ (1,140,661) $ 342,563 $ 1,536,294 $ (970,683) $ 565,611 Intangible asset amortization expense was as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Intangible asset amortization expense $ 215,447 $ 208,357 $ 198,536 As of December 31, 2021, we estimate aggregate intangible asset amortization expense to be as follows: Estimated Amortization (in thousands) 2022 $ 80,985 2023 61,527 2024 53,061 2025 50,394 2026 9,292 The expected amortization expense is an estimate. Actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, changes in foreign currency exchange rates, impairment of intangible |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table summarizes the fair value of our financial assets that were measured on a recurring basis as of December 31, 2021 and 2020. There have been no transfers between fair value measurement levels during the year ended December 31, 2021. Fair Value Measurements at December 31, 2021 Using Quoted Prices in Significant Significant Total (in thousands) Money market funds $ 645,000 $ — $ — $ 645,000 Total assets $ 645,000 $ — $ — $ 645,000 Fair Value Measurements at December 31, 2020 Using Quoted Prices in Significant Significant Total (in thousands) Money market funds $ 160,000 $ — $ — $ 160,000 Trading security — — 5,238 5,238 Total assets $ 160,000 $ — $ 5,238 $ 165,238 As of December 31, 2021 and 2020, the carrying value of our long-term debt approximates its estimated fair value as the interest rate on the debt agreements is adjusted for changes in the market rates. See Note 10. Debt |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, including software, consisted of the following: December 31, 2021 2020 (in thousands) Equipment, servers and computers $ 27,397 $ 25,376 Furniture and fixtures 5,652 8,601 Software 912 1,193 Leasehold improvements 25,963 29,966 $ 59,924 $ 65,136 Less: Accumulated depreciation and amortization (30,202) (26,077) Property and equipment, net $ 29,722 $ 39,059 Depreciation and amortization expense on property and equipment was as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Depreciation and amortization $ 11,074 $ 9,490 $ 8,164 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases We lease our offices and do not own any real estate. Our corporate headquarters is located in Austin, Texas and currently consists of approximately 348,000 square feet. We also lease office space domestically and internationally in various locations for our operations, including facilities located in Cork, Ireland; Manila, Philippines; Brno, Czech Republic; Krakow, Poland; and Singapore. In addition, we lease certain information technology, office and other equipment. Our leases are all classified as operating and generally have remaining terms of less than one year to 10 years. The components of operating lease costs were as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Operating lease costs $ 20,224 $ 18,816 $ 17,014 Variable lease costs (1) 2,213 2,324 2,353 Short-term lease costs 396 547 597 Sublease income received (2,559) (2,402) (1,909) Total lease costs $ 20,274 $ 19,285 $ 18,055 ____________ (1) Primarily includes common area maintenance and other service charges for leases in which we pay a proportionate share of those costs as we have elected to not separate lease and non-lease components for our office leases. Maturities of our operating lease liabilities as of December 31, 2021 were as follows: December 31, 2021 (in thousands) 2022 $ 18,212 2023 18,111 2024 17,022 2025 14,609 2026 13,490 Thereafter 20,809 Total minimum lease payments 102,253 Less: imputed interest (13,328) Present value of operating lease liabilities $ 88,925 As of December 31, 2021, the weighted-average remaining lease term of our operating leases was 6.01 years and the weighted-average discount rate used in the calculation of our lease liabilities was 4.8%. Supplemental cash flow information related to our leases was as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Cash paid for amounts included in the measurement of operating lease liabilities $ 18,910 $ 18,817 $ 16,667 Right-of-use assets obtained in exchange for operating lease liabilities 2,108 31,535 8,764 |
Accrued Liabilities and Other
Accrued Liabilities and Other | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities and Other | Accrued Liabilities and Other Accrued liabilities and other current liabilities were as follows: December 31, 2021 2020 (in thousands) Payroll-related accruals $ 27,376 $ 39,529 Other accrued expenses and current liabilities 13,952 13,611 Total accrued liabilities and other $ 41,328 $ 53,140 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt Agreements The following table summarizes information relating to our debt: December 31, 2021 2020 Amount Effective Rate Amount Effective Rate (in thousands, except interest rates) Revolving credit facility $ — — % $ — — % First Lien Term Loan (as amended) due Feb 2024 1,909,350 2.85 % 1,930,300 2.90 % Total principal amount 1,909,350 1,930,300 Unamortized discount and debt issuance costs (18,681) (27,728) Total debt 1,890,669 1,902,572 Less: Current portion of long-term debt (19,900) (19,900) Total long-term debt $ 1,870,769 $ 1,882,672 Senior Secured Debt Senior Secured First Lien Credit Facilities In connection with the Take Private in 2016, we entered into a first lien credit agreement with Credit Suisse AG, Cayman Islands Branch, or Credit Suisse, as administrative agent and collateral agent, and a syndicate of institutional lenders and financial institutions, or First Lien Credit Agreement. The First Lien Credit Agreement, as amended, provides for senior secured first lien credit facilities, consisting of the following as of December 31, 2021: • a $1.99 billion U.S. dollar term loan, or First Lien Term Loan, with a final maturity date of February 5, 2024; and • a $117.5 million revolving credit facility (with a letter of credit sub-facility in the amount of $35.0 million), or the Revolving Credit Facility, consisting of (i) a $100.0 million multicurrency tranche and (ii) a $17.5 million tranche available only in U.S. dollars, with a final maturity date of August 5, 2023. Borrowings under our Revolving Credit Facility bear interest at a floating rate which is, at our option, either (1) a Eurodollar rate for a specified interest period plus an applicable margin of 2.50% or (2) a base rate plus an applicable margin of 1.50%, respectively. The Eurodollar rate applicable to the Revolving Credit Facility is subject to a “floor” of 0.0%. Borrowings under our First Lien Term Loan bear interest at a floating rate which is, at our option, either (1) a Eurodollar rate for a specified interest period plus an applicable margin of 2.75% or (2) a base rate plus an applicable margin of 1.75%, respectively. The Eurodollar rate applicable to the First Lien Term Loan is subject to a “floor” of 0.0%. The Eurodollar rate is equal to an adjusted London Interbank Offered Rate ("LIBOR"), for a one-, two-, three- or six-month interest period with a LIBOR floor of 0%. The base rate for any day is a fluctuating rate per annum equal to the highest of (a) the rate of interest in effect for such day as publicly announced by Credit Suisse as its “prime rate” and (b) the federal funds effective rate in effect on such day plus 0.50% and (c) the one-month adjusted LIBOR plus 1.0% per annum. The First Lien Term Loan requires equal quarterly repayments equal to 0.25% of the original principal amount. In addition to paying interest on loans outstanding under the Revolving Credit Facility and the First Lien Term Loan, we are required to pay a commitment fee of 0.50% per annum of unused commitments under the Revolving Credit Facility. The commitment fee is subject to a reduction to 0.375% per annum based on our first lien net leverage ratio. The First Lien Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability to: incur additional indebtedness; incur liens; engage in mergers, consolidations, liquidations or dissolutions; pay dividends and distributions on, or redeem, repurchase or retire our capital stock; and make certain investments, acquisitions, loans, or advances. In addition, the terms of the First Lien Credit Agreement include a financial covenant which requires that, at the end of each fiscal quarter, if the aggregate amount of borrowings under the Revolving Credit Facility exceeds 35% of the aggregate commitments under the Revolving Credit Facility, our first lien net leverage ratio cannot exceed 7.40 to 1.00. The First Lien Credit Agreement also contains certain customary representations and warranties, affirmative covenants and events of default. As of December 31, 2021, we were in compliance with all covenants of the First Lien Credit Agreement. On July 27, 2021, we entered into Amendment No. 5 to our First Lien Credit Agreement to extend the maturity date of our Revolving Credit Facility from February 5, 2022 to August 5, 2023. The borrowing capacity under the amended Revolving Credit Facility was unchanged. The following table summarizes the future minimum principal payments under the First Lien Term Loan outstanding as of December 31, 2021: (in thousands) 2022 $ 19,900 2023 19,900 2024 1,869,550 Total minimum principal payments $ 1,909,350 |
Stockholders_ Equity and Stock-
Stockholders’ Equity and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stockholders’ Equity and Stock-Based Compensation | Stockholders’ Equity and Stock-Based Compensation Common Stock and Preferred Stock As set by our certificate of incorporation, the Company has authorized 1,000,000,000 shares of common stock, par value of $0.001 per share, and 50,000,000 shares of preferred stock, par value of $0.001 per share. Each share of common stock entitles the holder thereof to one vote on each matter submitted to a vote at any meeting of stockholders. Equity Incentive Awards 2016 Equity Incentive Plan The board of directors adopted, and the stockholders approved, the SolarWinds Corporation Equity Plan, or 2016 Plan, in June 2016. Under the 2016 Plan, the Company was able to sell or grant shares of Class A Common Stock and Class B Common Stock and common stock-based awards, including nonqualified stock options, to the Company’s employees, consultants, directors, managers and advisors. Our ability to grant any future equity awards under the 2016 Plan terminated in October 2018 following the consummation of our IPO. Our 2016 Plan will continue to govern the terms and conditions of all outstanding equity awards granted under the 2016 Plan. Options and restricted stock issued under the 2016 Plan to employees generally vest annually over four We have granted employees restricted stock and options at exercise prices equal to the fair value of the underlying common stock at the time of grant, as determined by our board of directors on a contemporaneous basis. As of December 31, 2021, common stock-based incentive awards of 454,369 were outstanding under the 2016 Plan consisting of 378,553 stock options and 75,816 shares of restricted common stock. For the years ended December 31, 2021, 2020 and 2019, the Company repurchased 95,575, 52,550 and 203,600 shares, respectively, of unvested restricted common stock upon employee terminations. 2018 Equity Incentive Plan In October 2018, the board of directors adopted, and the stockholders approved, the SolarWinds Corporation 2018 Equity Incentive Plan, or 2018 Plan. Under the 2018 Plan, the Company is able to sell or grant shares of common stock-based awards, including nonstatutory stock options or incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock units and other cash-based or stock-based awards, to the Company’s employees, contractors, consultants, directors, managers and advisors. The term of a stock option and stock appreciation right granted under our 2018 Plan may not exceed ten years. As of December 31, 2021, stock-based incentive awards outstanding under the 2018 Plan consisted of 7,726,116 restricted stock units, or RSUs, and 41,494,629 shares were reserved for future grants. No performance stock units, or PSUs, were outstanding as of December 31, 2021. RSUs generally vest over the requisite service period of four years, subject to continued employment through each applicable vesting date. PSUs generally vest over a three-year period based on the achievement of specified performance targets for the fiscal year and subject to continued service through the applicable vesting dates. Based on the extent to which the performance targets are achieved, PSUs may vest at a specified range of the target award amount. Stock Awards Outside of Plan In connection with our 2019 acquisitions, certain outstanding unvested options to purchase shares of the acquired companies were cancelled and converted into RSUs granted outside any equity plan and subject to substantially the same vesting schedules and other conditions applicable to the unvested options, but settable solely in shares of common stock of the Company. The converted RSUs generally vest on a monthly, quarterly or annual basis over one Adjustment of Stock Awards N-able Separation In connection with the Separation of N-able on July 19, 2021, under the provisions of our existing equity plans and the Employee Matters Agreement entered into in connection with the Separation, the Company adjusted its outstanding equity awards in order to preserve the intrinsic value of the awards immediately before and after the Separation. Upon the Separation, SolarWinds employees holding outstanding stock awards of pre‑Separation SolarWinds received a replacement award representing an adjusted number of otherwise-similar awards in post-Separation SolarWinds stock. There were no other changes to the equity award terms. Due to the adjustment of the stock awards as a result of the Separation, the Company compared the fair value of the outstanding stock awards immediately before and after the Separation and no incremental fair value was recognized. Reverse stock split In connection with the reverse stock split on July 30, 2021, under the provisions of our existing equity plans, the Company adjusted its outstanding equity awards to preserve the intrinsic value of the awards immediately before and after the reverse stock split. There were no other changes to the stock award terms. The adjustment did not change the fair value of the outstanding stock awards and no incremental fair value was recognized. All share and per share figures contained in the below tables have been retroactively restated as if the reverse stock split occurred at the beginning of the periods presented. Special Dividend In connection with the Special Dividend declared on July 30, 2021, our board of directors approved the adjustment of equity awards outstanding as of the August 9, 2021 dividend record date under the provisions of our existing equity plans in order to the preserve the intrinsic value of the awards immediately before and after the Special Dividend. There were no other changes to the equity award terms. Due to the adjustment of the equity awards as a result of the Special Dividend, the Company compared the fair value of the outstanding equity awards immediately before and after the Special Dividend adjustment and $12.3 million of incremental fair value will be recognized as stock-based compensation expense over the remaining service period of the adjusted awards. Stock Option Awards Option grant activity under the 2016 Plan was as follows: Number of Weighted- Aggregate Weighted- Outstanding balances at December 31, 2020 627,353 $ 3.11 Options granted (1) 1,145,608 1.33 Options exercised (300,335) 2.05 Options forfeited (2) (1,094,073) 2.10 Outstanding balances at December 31, 2021 378,553 $ 1.49 Options exercisable at December 31, 2021 286,191 $ 1.04 $ 3,763 5.1 Options vested and expected to vest at December 31, 2021 378,553 $ 1.49 $ 4,809 5.3 (1) Options granted during the year primarily relate to the modifications in connection with the Separation which resulted in new stock option grants at the modification date fair value. (2) Includes the forfeiture of 945,362 stock options from the modifications in connection with the Separation which resulted in the forfeiture of the original option grants. Additional information regarding options follows (in thousands except for per share amounts): Year Ended December 31, 2021 2020 2019 Weighted-average grant date fair value per share of options granted during the period $ 3.84 $ 36.90 $ — Aggregate intrinsic value of options exercised during the period 5,879 12,797 9,989 Aggregate fair value of options vested during the period 392 470 661 The unrecognized stock-based compensation expense related to unvested stock options and subject to recognition in future periods was approximately $0.2 million as of December 31, 2021. We expect to recognize this expense over weighted average periods of approximately 0.6 years at December 31, 2021. Restricted Stock The following table summarizes information about restricted stock activity subject to vesting under the 2016 Plan: Number of Unvested balances at December 31, 2020 632,108 Restricted stock granted and issued — Restricted stock vested (460,717) Restricted stock repurchased - unvested shares (95,575) Unvested balances at December 31, 2021 75,816 Restricted stock was purchased at fair market value by the employee receiving the restricted stock award and restricted common stock was issued at the date of grant. The weighted-average grant date fair market value of restricted common stock purchased was $4.20 per share for the year ended December 31, 2019. The aggregate intrinsic value of restricted stock vested during the years ended December 31, 2021, 2020 and 2019 was $15.0 million, $26.1 million and $28.9 million, respectively. Restricted stock is subject to certain restrictions, such as vesting and a repurchase right. The common stock acquired by the employee is restricted stock because vesting is conditioned upon continued employment through the applicable vesting date. The restricted stock is subject to repurchase in the event the stockholder ceases to be employed or engaged (as applicable) by the Company for any reason or in the event of a change of control or due to certain regulatory burdens. As the restricted stock is purchased at fair market value at the time of grant, there is typically no stock-based compensation expense recognized related to these awards. The related liability for unvested shares is included in other long-term liabilities on the consolidated balance sheet and was $0.3 million and $1.0 million as of December 31, 2021 and 2020, respectively. Restricted Stock Units The following table summarizes information about restricted stock unit activity under the 2018 Plan and other awards granted outside of a plan: Number of Weighted-Average Grant Date Fair Value Per Share Aggregate Intrinsic Value Weighted-Average Remaining Contractual Term Unvested balances at December 31, 2020 5,045,922 $ 31.02 Restricted stock units granted (1) 20,407,477 21.84 Restricted stock units vested (2,133,202) 25.38 Restricted stock units forfeited (2) (15,565,375) 25.40 Unvested balances at December 31, 2021 7,754,822 $ 19.69 $ 110,041 1.3 (1) Includes 16,500,760 RSUs granted as a result of the modifications in connection with the Separation which resulted in new RSU grants at the modification date fair value. (2) Includes the forfeiture of 13,706,082 RSUs from the modifications in connection with the Separation which resulted in the forfeiture of the original RSU grants. The total fair value of restricted stock units vested during the years ended December 31, 2021, 2020 and 2019, was $56.6 million, $51.2 million and $28.6 million, respectively. The total unrecognized stock-based compensation expense related to unvested restricted stock units and subject to recognition in future periods is $121.1 million as of December 31, 2021 and we expect to recognize this expense over a weighted-average period of 2.6 years. For restricted stock units, the number of shares issued on the date of vesting is generally net of statutory withholding requirements that we pay in cash to the appropriate taxing authorities on behalf of our employees. We withheld and retired approximately 520,000 shares, 317,000 shares and 193,000 shares to satisfy $14.0 million, $12.1 million and $7.3 million of employees’ tax obligations during the years ended December 31, 2021, 2020 and 2019, respectively. These shares are treated as common stock repurchases in our consolidated financial statements. Employee Stock Purchase Plan In October 2018, our board of directors adopted and our stockholders approved our 2018 Employee Stock Purchase Plan, or the ESPP. As of December 31, 2021, 5,397,283 shares of our common stock were reserved for future issuance under our ESPP. Our ESPP permits eligible participants to purchase common stock through payroll deductions of up to 20% of their eligible compensation during the offering period. The ESPP will typically be implemented through consecutive six-month offering periods. Amounts deducted and accumulated from participant compensation, or otherwise funded in any participating non-U.S. jurisdiction in which payroll deductions are not permitted, are used to purchase shares of our common stock at the end of each offering period. The purchase price of the shares will be 85% of the lesser of the fair market value of our common stock on the first day of the offering period and the fair market value on the last day of the offering period. No participant may purchase more than $25,000 worth of common stock per calendar year. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share A reconciliation of net income (loss) available to common stockholders and the number of shares in the calculation of basic and diluted earnings (loss) per share follows: Year Ended December 31, 2021 2020 2019 (in thousands) Basic earnings (loss) per share Numerator: Net income (loss) from continuing operations $ (64,470) $ 116,064 $ (25,057) Net income from discontinued operations 13,062 42,411 43,699 Net income (loss) (51,408) 158,475 18,642 Dividends on unvested restricted stock (160) — — Earnings allocated to unvested restricted stock — (967) (201) Net income (loss) from continuing operations available to common stockholders $ (64,630) $ 115,356 $ (24,786) Net income from discontinued operations available to common stockholders $ 13,062 $ 42,152 $ 43,227 Denominator: Weighted-average common shares outstanding used in computing basic earnings (loss) per share 158,040 155,277 153,384 Diluted earnings (loss) per share Numerator: Net income (loss) from continuing operations available to common stockholders $ (64,630) $ 115,356 $ (24,786) Net income from discontinued operations available to common stockholders $ 13,062 $ 42,152 $ 43,227 Denominator: Weighted-average shares used in computing basic earnings (loss) per share 158,040 155,277 153,384 Add dilutive impact of employee equity plans — 2,505 — Weighted-average shares used in computing diluted earnings (loss) per share 158,040 157,782 153,384 The following weighted-average outstanding shares of common stock equivalents were excluded from the computation of the diluted earnings (loss) per share attributable to common stockholders for the periods presented because their effect would have been anti-dilutive or for which the performance condition had not been met at the end of the period: Year Ended December 31, 2021 2020 2019 (in thousands) Total anti-dilutive shares 6,476 5,122 6,914 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans 401(k) Plan We maintain a 401(k) matching program for all eligible employees. We, as sponsor of the plan, use an independent third party to provide administrative services to the plan. We have the right to terminate the plan at any time. Employees are fully vested in all contributions to the plan. Our expense related to the plan was as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Employee benefit plan expense $ 4,925 $ 4,198 $ 4,050 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Agreements with N-able In connection with the completion of the Separation on July 19, 2021, the Company entered into several agreements with N-able that, among other things, provide a framework for the Company’s relationship with N-able after the Separation. The following summarizes some of the most significant agreements and relationships that the Company continues to have with N‑able. Separation and Distribution Agreement The separation and distribution agreement sets forth the Company's agreements with N-able regarding the principal actions taken in connection with the Separation. It also sets forth other agreements that govern aspects of the Company's relationship with N-able following the Spin-Off, including (i) the manner in which legal matters and claims are allocated and certain liabilities are shared between the Company and N-able; (ii) other matters including transfers of assets and liabilities, treatment or termination of intercompany arrangements and the settlement or extinguishment of certain liabilities and other obligations between N-able and the Company; and (iii) mutual indemnification clauses. The separation and distribution agreement also provides that the Company will be liable and obligated to indemnify N-able for all liabilities based upon, arising out of, or relating to the Cyber Incident other than certain specified expenses for which N-able will be responsible. The term of the separation agreement is indefinite and it may only be terminated with the prior written consent of both SolarWinds and N-able. Transition Services Agreement The Company entered into a transition services agreement pursuant to which the Company and N-able provide various services to each other. The services provided include information technology, facilities, certain accounting and other financial functions, and administrative services. The transition services agreement will terminate on the expiration of the term of the last service provided under it, which SolarWinds anticipates to be on or around December 31, 2022. Tax Matters Agreement The Company and N-able entered into a tax matters agreement that governs the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes. Software OEM Agreements The Company and N-able entered into software OEM agreements pursuant to which the Company granted to N-able, and N-able granted to the Company, a non-exclusive and royalty-bearing license to market, advertise, distribute and sublicense certain SolarWinds and N-able software products, respectively, to customers on a worldwide basis. Each agreement has a two year term, and may be terminated by the applicable licensor in certain instances. Employee Matters Agreement The Company and N-able entered into an employee matters agreement that governs SolarWinds’ and N-able's compensation and employee benefit obligations with respect to the employees and other service providers of each company, and generally allocated liabilities and responsibilities relating to employment matters and employee compensation and benefit plans and programs. Intellectual Property Matters Agreement The Company and N-able entered into an intellectual property matters agreement pursuant to which each party granted to the other party a generally irrevocable, non-exclusive, worldwide, and royalty-free license to use certain intellectual property rights retained by the other party. Under the intellectual property matters agreement, the term for the licensed or sublicensed know-how is perpetual and the term for each licensed or sublicensed patent is until expiration of the last valid claim of such patent. The intellectual property matters agreement will terminate only if SolarWinds and N-able agree in writing to terminate it. Trademark License Agreement The Company and N-able entered into a trademark license agreement pursuant to which the Company granted to N-able a generally limited, worldwide, non-exclusive and royalty-free license to use certain trademarks retained by the Company that were used by us in the conduct of our business prior to the separation. The trademark agreement will terminate once N-able ceases to use all of the licensed trademarks. Software Cross License Agreement The Company and N-able entered into a software cross license agreement pursuant to which each party granted to the other party a generally perpetual, irrevocable, non-exclusive, worldwide and, subject to certain exceptions, royalty-free license to certain software libraries and internal tools for limited uses. The term of the software cross license agreement will be perpetual unless SolarWinds and N-able agree in writing to terminate the agreement. The amounts recorded in our consolidated financial statements related to the agreements noted above were insignificant at December 31, 2021. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes U.S. and international components of income (loss) before income taxes were as follows: Year Ended December 31, 2021 2020 2019 (in thousands) U.S. $ (130,395) $ (40,945) $ (916) International 33,456 16,843 (27,286) Income (loss) before income taxes $ (96,939) $ (24,102) $ (28,202) Income tax expense (benefit) was composed of the following: Year Ended December 31, 2021 2020 2019 (in thousands) Current: Federal $ (861) $ 22,719 $ 28,545 State 1,516 6,168 2,616 International (1,623) 10,282 (648) (968) 39,169 30,513 Deferred: Federal (30,738) (31,460) (29,920) State (3,419) (925) (3,599) International 2,656 (146,950) (139) (31,501) (179,335) (33,658) $ (32,469) $ (140,166) $ (3,145) The difference between the income tax expense (benefit) derived by applying the federal statutory income tax rate to our income (loss) before income taxes and the amount recognized in our consolidated financial statements is as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Expense (benefit) derived by applying the federal statutory income tax rate to income (loss) before income taxes $ (20,474) $ (5,061) $ (5,922) State taxes, net of federal benefit (2,530) 3,753 (1,541) Permanent items 406 317 (840) Global intangible low-taxed income — 722 — Foreign-derived intangible income (514) (1,112) (858) Base erosion and anti-abuse tax 2,297 — — Research and experimentation tax credits (3,438) 1,282 (270) Withholding tax 2,870 2,914 2,961 Foreign Tax Credits (1,269) (5,789) — Discrete tax benefit due to IP Transfer — (138,199) — Valuation allowance (358) 3,714 5,181 Stock-based compensation 1,510 1,162 (954) Effect of foreign operations (10,969) (3,869) (902) $ (32,469) $ (140,166) $ (3,145) During the year ended December 31, 2020, we completed an intra-group transfer of certain of our intellectual property rights to our Irish subsidiary, where our international business is headquartered, or the IP Transfer. The transaction changed our mix of international income from a lower non-U.S. tax jurisdiction to Ireland, which is subject to a statutory tax rate of 12.5%. As a result of the IP Transfer, we recorded a deferred tax asset and related tax benefit of $138.2 million for the year ended December 31, 2020. The deferred tax asset was recognized as a result of the book and tax basis difference of the transferred intellectual property rights and was based on the current fair value of the intellectual property. We applied significant judgment when determining the fair value of the intellectual property, which serves as the tax basis of the deferred tax asset, and in evaluating the associated tax laws in the applicable jurisdictions. The fair value of the intellectual property is based on the present value of projected cash flows related to the intellectual property, which reflects management’s assumptions regarding projected revenues, operating expenses and discount rate. The tax-deductible amortization related to the transferred intellectual property rights will be recognized in future periods and any amortization that is unused in a particular year can be carried forward indefinitely under Irish tax law. The deferred tax asset and the tax benefit were measured based on the Irish tax rate expected to apply in the years the asset will be recovered. We expect to realize the deferred tax asset resulting from the IP Transfer and will assess the realizability of the deferred tax asset quarterly. The components of the net deferred tax amounts recognized in the accompanying consolidated balance sheets were: December 31, 2021 2020 (in thousands) Deferred tax assets: Allowance for credit losses $ 180 $ 814 Net operating loss 22,695 29,149 Research and experimentation credits 8,529 3,333 Stock-based compensation 10,205 8,144 Intangibles 94,546 69,932 Interest 6,293 — Deferred revenue 4,234 2,696 Unrealized exchange gain 216 — States 269 — Leases 17,721 21,165 Other credits 3,238 2,895 Total deferred tax assets 168,126 138,128 Valuation allowance (11,936) (14,481) Deferred tax assets, net of valuation allowance 156,190 123,647 Deferred tax liabilities: Property and equipment 3,399 4,367 Prepaid expenses 2,973 1,250 Debt costs 4,193 5,788 Foreign royalty 104 767 Leases 14,467 17,346 Unremitted foreign earnings — 600 Unrealized exchange loss — 336 Accrued expenses 3,810 619 Total deferred tax liabilities 28,946 31,073 Net deferred tax asset (liability) $ 127,244 $ 92,574 At December 31, 2021 and 2020, we had net operating loss carry forwards for U.S. federal income tax purposes of approximately $53.0 million and $67.5 million, respectively, of which $10.8 million and $22.6 million, respectively, are limited due to IRC Section 382 limitations. These U.S. federal net operating losses are available to offset future U.S. federal taxable income and begin to expire at various dates from 2022 through 2038. At December 31, 2021 and 2020, we had net operating loss carry forwards for certain state income tax purposes of approximately $133.0 million and $104.9 million, respectively, some of which are limited due to IRC Section 382. These state net operating losses are available to offset future state taxable income and begin to expire in 2031. At December 31, 2021 and 2020, we had foreign net operating loss carry forwards of approximately $27.8 million and $43.3 million, respectively, which are available to offset future foreign taxable income, and begin to expire in 2022. At December 31, 2021 and 2020, we had research and experimentation tax credit carry forwards of approximately $0.7 million and $0.7 million, respectively, which are available to offset future U.S. federal income tax. These U.S. federal tax credits begin to expire in 2035. At December 31, 2021 and 2020, we had foreign research and experimentation tax credit carryforwards of approximately $3.3 million and $0.3 million, respectively, which begin to expire in 2025. We received a corporate income tax holiday in the Philippines which expired on March 31, 2019. The income tax expense related to the Philippines after expiration of the holiday has been recognized. We establish valuation allowances when necessary to reduce deferred tax assets to amounts expected to be realized. As of December 31, 2021 and 2020, we have recorded a valuation allowance of $11.9 million and $14.5 million, respectively. The valuation allowance is primarily related to the deferred tax assets of the entities acquired in the Samanage acquisition. During 2018, we completed our accounting for the income tax effects of the U.S. Tax Cuts and Jobs Act of 2017, or the Tax Act. The Tax Act imposes a mandatory transition tax on accumulated foreign earnings as of December 31, 2017. Effective January 1, 2018, the Tax Act creates a new territorial tax system in which we recognize the tax impact of including certain foreign earnings in U.S. taxable income as a period cost. For the year ended December 31, 2021, we do not anticipate incurring a global intangible low-taxed income, or GILTI, liability; however, to the extent that we incur expense under the GILTI provisions, we will treat it as a component of income tax expense in the period incurred. As a result of the Tax Act, our accumulated foreign earnings as of December 31, 2017 have been subjected to U.S. tax. Moreover, all future foreign earnings will be subject to a new territorial tax system and dividends received deduction regime in the U.S. As of December 31, 2021, undistributed earnings of certain foreign subsidiaries of approximately $550.9 million are intended to be permanently reinvested outside the U.S. Accordingly, no provision for foreign withholding tax or state income taxes associated with a distribution of these earnings has been made. Determination of the amount of the unrecognized deferred tax liability on these unremitted earnings is not practicable. We have recorded an immaterial amount of deferred income taxes for state income taxes related to the earnings that are not indefinitely reinvested. Gross unrecognized tax benefits, all of which, if recognized, would affect our effective tax rate were as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Gross unrecognized tax benefits $ 17,943 $ 27,439 $ 25,481 At December 31, 2021 and 2020, we had accrued interest and penalties related to unrecognized tax benefits of approximately $3.1 million and $5.1 million, respectively. The aggregate changes in the balance of our gross unrecognized tax benefits, excluding accrued interest and penalties, were as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Balance, beginning of year $ 27,439 $ 25,481 $ 19,622 Increases for tax positions related to the current year 929 6,620 4,980 Decreases for tax positions related to the current year — — — Increases for tax positions related to prior years — 761 995 Decreases for tax positions related to prior years (4,402) (1,933) (116) Settlement with taxing authorities — — — Reductions due to lapsed statute of limitations (6,023) (3,490) — Balance, end of year $ 17,943 $ 27,439 $ 25,481 We do not believe that it is reasonably possible that our unrecognized tax benefits will significantly change in the next twelve months. We file U.S., state and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2013 through February 2016 and 2018 through 2020 tax years generally remain open and subject to examination by federal tax authorities. The 2012 through 2019 tax years generally remain open and subject to examination by the state tax authorities and foreign tax authorities. We are currently under examination by the IRS for the tax years 2013 through the period ending February 2016. During the year ended December 31, 2021, we finalized a settlement agreement with the IRS for the tax years 2011 to 2012. We are under audit by the Indian Tax Authority for the 2017 tax year. We are currently under audit by the California Franchise Tax Board for the 2012 through 2014 tax years and the Texas Comptroller for the 2015 through 2018 tax years. The Massachusetts Department of Revenue audit for the 2015 through February 2016 tax years closed with immaterial adjustments. We are not currently under audit in any other taxing jurisdictions. On July 27, 2015, the U.S. Tax Court issued an opinion in Altera Corp. v. Commissioner related to the treatment of stock-based compensation expense in an intercompany cost-sharing arrangement. In February 2016, the U.S. Internal Revenue Service appealed the decision to the U.S. Court of Appeals for the Ninth Circuit. On June 7, 2019, the Ninth Circuit reversed the 2015 decision of the U.S. Tax Court. On February 10, 2020, Altera Corp. submitted a petition for writ of certiorari to the U.S. Supreme Court. On June 22, 2020, the Supreme Court of the United States denied Altera's petition to review the Ninth Circuit’s decision. Due to the uncertainty surrounding the status of the current regulations and questions related to the scope of potential benefits or obligations, we have not recorded any benefit or expense as of December 31, 2021. We will continue to monitor ongoing developments and potential impacts to our consolidated financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Cyber Incident As previously disclosed, we were the victim of a cyberattack on our Orion Software Platform and internal systems, or the Cyber Incident. We, together with our partners, have undertaken extensive measures to investigate, contain, eradicate, and remediate the Cyber Incident. Expenses Incurred For the year ended December 31, 2021, we recorded pretax gross expenses related to the Cyber Incident of $49.1 million, partially offset by insurance receipts and expected insurance proceeds for costs we believe are reimbursable and probable of recovery under our cybersecurity insurance coverage of $15.0 million. We have included $2.2 million of these gross expenses in cost of recurring revenue, $1.6 million in sales and marketing expense and $45.3 million in general and administrative expense in the consolidated statements of operations for the year ended December 31, 2021. For the year ended December 31, 2020, we recorded $3.5 million of pretax expenses related to the Cyber Incident and included $0.1 million of these expenses in cost of recurring revenue, $0.3 million in sales and marketing expense and $3.2 million in general and administrative expense in our consolidated statements of operations. General and administrative expense is presented net of insurance proceeds in the consolidated statement of operations. Expenses include one-time costs to investigate and remediate the Cyber Incident, and legal and other professional services related thereto, and consulting services being provided to customers at no charge, all of which were expensed as incurred. Litigation, Claims and Government Investigations As a result of the Cyber Incident, we are subject to numerous lawsuits and investigations. Multiple class action lawsuits alleging, among other things, violations of the federal securities laws are pending against us and certain of our current and former officers. The complainants seek certification of a class of all persons who purchased or otherwise acquired our securities during set periods of time and unspecified monetary damages, costs and attorneys’ fees. In August 2021, the Company and all other named defendants in the securities class action filed motions to dismiss the consolidated class action complaint which is pending before the court. In addition, two shareholder derivative actions, purportedly on behalf of the Company, are pending, one in the Western District of Texas and one in the Delaware Court of Chancery, in each case asserting breach of duty and other claims against certain of our current and former officers and directors in connection with the cyberattack. In January 2022, the Company and all other named defendants filed motions to dismiss the Delaware derivative complaint which is pending before the court. We dispute the allegations in these complaints and intend to defend against the claims. In addition, there are underway numerous investigations and inquiries by domestic and foreign law enforcement and other governmental authorities related to the Cyber Incident, including from the Department of Justice, the Securities and Exchange Commission, and various state Attorneys General. We are cooperating and providing information in connection with these investigations and inquiries and are incurring, and in future periods expect to incur, costs and other expenses in connection with these investigations and inquiries. While we believe it is reasonably possible that we could incur losses associated with these proceedings and investigations, it is not possible to estimate the amount of any loss or range of possible loss that might result from adverse judgments, settlements, penalties or other resolutions of such proceedings and investigations based on the early stage thereof, the fact that alleged damages have not been specified, the uncertainty as to the certification of a class or classes and the size of any certified class, as applicable, and the lack of resolution on significant factual and legal issues. The Company will continue to evaluate information as it becomes known and will record an estimate for losses at the time or times when it is both probable that a loss has been incurred and the amount of the loss is reasonably estimable. Losses associated with any adverse judgments, settlements, penalties or other resolutions of such proceedings and investigations could be material to our business, results of operations, financial condition or cash flows in future periods. Additional lawsuits and claims related to the Cyber Incident may be asserted by or on behalf of customers, stockholders or others seeking damages or other related relief and additional inquiries from governmental agencies may be received or investigations by governmental agencies commenced. Insurance Coverage We maintain $15 million of cybersecurity insurance coverage to limit our exposure to losses such as those related to the Cyber Incident, which we renewed in June 2021. As of December 31, 2021, we recorded a loss recovery asset of $5.0 million for insurance proceeds deemed probable of recovery which is included in prepaid and other current assets in our consolidated balance sheet and received payments of $10.0 million for costs incurred. In addition, we maintain $50 million of directors and officers liability insurance coverage to reduce our exposure to our indemnification obligations for certain expenses incurred by our directors and officers, including as a result of the legal proceedings related to the Cyber Incident. Indemnification In connection with the Separation, we entered into a separation and distribution agreement and related agreements with N‑able to govern the Separation and related transactions and the relationship between the respective companies going forward. The separation and distribution agreement provides for certain indemnity and liability obligations, including that we will indemnify N-able for all liabilities based upon, arising out of or related to the Cyber Incident other than certain specified expenses for which N-able will be responsible. The amount of the indemnification liability, if any, cannot be determined and has not been recorded in our consolidated financial statements as of December 31, 2021. Purchase Commitments We have entered into non-cancellable minimum or fixed purchase commitments for third-party cloud infrastructure platform and hosting services. As of December 31, 2021, we had approximately $60.0 million in outstanding purchase commitments which requires us to make cash payments over the next 5 years. Subsequent to December 31, 2021, we entered into an additional long-term purchase commitment of approximately $75.0 million for third-party cloud infrastructure platform and hosting services which requires us to make cash payments over the next 5 years. Other Matters In addition to the Cyber Incident described above, from time to time we are involved in litigation arising from the normal course of business. In management's opinion, this litigation is not expected to have a material adverse effect on our consolidated financial condition, results of operations or cash flows. |
Operating Segments and Geograph
Operating Segments and Geographic Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Operating Segments and Geographic Information | Operating Segments and Geographic Information We operate as a single segment. Our chief operating decision-maker, or CODM, is considered to be our Chief Executive Officer. The chief operating decision-maker allocates resources and assesses performance of the business at the consolidated level. The authoritative guidance for disclosures about segments of an enterprise establishes standards for reporting information about operating segments. It defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance. Our Chief Executive Officer manages the business as a multi-product business that utilizes its model to deliver software products to customers regardless of their geography or IT environment. Operating results including discrete financial information and profitability metrics are reviewed at the consolidated entity level for purposes of making resource allocation decisions and for evaluating financial performance. Accordingly, we considered ourselves to be in a single operating and reporting segment structure. We based revenue by geography on the shipping address of each customer. Other than the United States, no single country accounted for 10% or more of our total revenues during these periods. The following tables set forth revenue and net long-lived assets by geographic area: Year Ended December 31, 2021 2020 2019 (in thousands) Revenue United States, country of domicile $ 469,791 $ 480,957 $ 447,439 International 248,841 235,813 221,664 Total revenue $ 718,632 $ 716,770 $ 669,103 December 31, 2021 2020 (in thousands) Long-lived assets, net United States, country of domicile $ 21,841 $ 28,640 Philippines 4,427 5,675 All other international 3,454 4,744 Total long-lived assets, net $ 29,722 $ 39,059 |
Quarterly Results of Operations
Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations (Unaudited) | Quarterly Results of Operations (Unaudited) The following table sets forth our unaudited quarterly consolidated statements of operations data for each of the quarters indicated and has been retrospectively adjusted to reflect N‑able's historical financial results as discontinued operations. The information for each quarter has been prepared on a basis consistent with our audited consolidated financial statements included in this Annual Report on Form 10-K, and reflect, in the opinion of management, all adjustments of a normal, recurring nature that are necessary for a fair statement of the financial information contained in those statements. Our historical results are not necessarily indicative of the results that may be expected in the future. The following quarterly financial data should be read in conjunction with our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Three months ended, Dec 31, 2021 Sep 30, 2021 June 30, 2021 Mar 31, 2021 Dec 31, 2020 Sep 30, 2020 June 30, 2020 Mar 31, 2020 (in thousands, except per share data) (unaudited) Revenue $ 186,717 $ 181,271 $ 176,788 $ 173,856 $ 185,549 $ 184,818 $ 172,665 $ 173,738 Gross profit 129,429 123,440 120,962 117,785 130,280 131,891 121,381 121,775 Income (loss) before income taxes (28,032) (18,241) (24,006) (26,660) (14,741) 3,948 (1,039) (12,270) Net income (loss) from continuing operations (21,885) 1,080 (21,885) (21,780) 126,830 2,443 (1,897) (11,312) Net income (loss) from discontinued operations (1,760) (10,059) 10,261 14,620 5,883 10,059 14,742 11,727 Net income (loss) from continuing operations available to common stockholders (21,885) 920 (21,885) (21,780) 126,172 2,430 (1,886) (11,220) Net income (loss) from discontinued operations available to common stockholders (1,760) (10,059) 10,261 14,620 5,853 10,003 14,658 11,632 Basic income (loss) from continuing operations per share $ (0.14) $ 0.01 $ (0.14) $ (0.14) $ 0.81 $ 0.02 $ (0.01) $ (0.07) Basic income (loss) from discontinued operations per share $ (0.01) $ (0.06) $ 0.07 $ 0.09 $ 0.04 $ 0.06 $ 0.09 $ 0.08 Diluted income (loss) from continuing operations per share $ (0.14) $ 0.01 $ (0.14) $ (0.14) $ 0.79 $ 0.02 $ (0.01) $ (0.07) Diluted income (loss) from discontinued operations per share $ (0.01) $ (0.06) $ 0.07 $ 0.09 $ 0.04 $ 0.06 $ 0.09 $ 0.08 Shares used in computation of basic income (loss) per share 158,960 158,202 157,854 157,123 156,060 155,447 155,122 154,469 Shares used in computation of diluted income (loss) per share 158,960 160,328 157,854 157,123 158,899 158,361 155,122 154,469 |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Beginning Balance Additions Deductions Ending Balance (in thousands) Allowance for credit losses, customers and other: Year ended December 31, 2019 $ 2,033 $ — $ 12 $ 2,021 Year ended December 31, 2020 2,021 1,187 1,223 1,985 Year ended December 31, 2021 1,985 23 1,532 476 Tax valuation allowances: Year ended December 31, 2019 $ 1,775 $ 8,148 $ — $ 9,923 Year ended December 31, 2020 9,923 4,558 — 14,481 Year ended December 31, 2021 14,481 — 2,545 11,936 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | The accompanying consolidated financial statements include the accounts of SolarWinds Corporation and the accounts of its wholly owned subsidiaries. We have eliminated all intercompany balances and transactions. |
Use of Estimates | The preparation of financial statements in conformity with United States of America generally accepted accounting principles ("GAAP") requires our management to make estimates and assumptions that affect the reported amounts and the disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. The previously disclosed cyberattack on our Orion Software Platform and internal systems, or Cyber Incident, has had and may continue to have an adverse effect on our business, results of operations and financial condition. In addition, there continues to be uncertainty in the rapidly changing market and economic conditions due to the coronavirus disease 2019, or COVID-19, pandemic. We have made estimates of the impact of the Cyber Incident and COVID-19 pandemic within our financial statements as of and for the years ended December 31, 2021 and 2020 which did not result in material adjustments. The estimates assessed included, but were not limited to, allowances for credit losses, the carrying values of goodwill and intangible assets and other long-lived assets, valuation allowances for tax assets and revenue recognition and may change in future periods. The actual results that we experience may differ materially from our estimates. The accounting estimates that require our most significant, difficult and subjective judgments include: • the valuation of goodwill, intangibles, long-lived assets and contingent consideration; • revenue recognition; • stock-based compensation; • income taxes; and • loss contingencies. |
Foreign Currency Translation | The functional currency of our foreign subsidiaries is determined in accordance with authoritative guidance issued by the Financial Accounting Standards Board ("FASB"). We translate assets and liabilities for these subsidiaries at exchange rates in effect at the balance sheet date. We translate income and expense accounts for these subsidiaries at the average monthly exchange rates for the periods. We record resulting translation adjustments as a component of accumulated other comprehensive income (loss) within stockholders’ equity. We record gains and losses from currency transactions denominated in currencies other than the functional currency as other income (expense) in our consolidated statements of operations. There were no equity transactions denominated in foreign currencies for the years ended December 31, 2021 and 2020. Local currency transactions of international subsidiaries that have the U.S. dollar as the functional currency are remeasured into U.S. dollars using current rates of exchange for monetary assets and liabilities and historical rates of exchange for non-monetary assets and liabilities. |
Recently Adopted Accounting Pronouncements and Pronouncements Not Yet Adopted | On January 1, 2020 we adopted the FASB Accounting Standards Update ("ASU") No. 2017-04 "Intangibles-Goodwill and Other," or Accounting Standards Codification ("ASC") 350, which simplifies the accounting for goodwill impairment. The new guidance removes step two of the two-step quantitative goodwill impairment test, which requires a hypothetical purchase price allocation. The standard did not have a material impact on our consolidated financial statements for the year ended December 31, 2020. On January 1, 2019 we adopted the FASB ASU No. 2014-09 “Revenue from Contracts with Customers,” or ASC 606, which replaced all existing revenue guidance under ASC 605 “Revenue Recognition,” including prescriptive industry-specific guidance. This standard’s core principle is that an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We adopted ASC 606 using the modified-retrospective method. On December 31, 2019, as we no longer qualified as an emerging growth company, we retroactively adopted the FASB ASU No. 2016-02 “Leases,” or ASC 842, as of January 1, 2019 using the optional transition method in which an entity can apply the new standard at the adoption date without adjusting comparative prior periods. The new lease accounting standard replaced existing lease accounting standards and expanded disclosure requirements. The adoption of the new standard resulted in leases currently designated as operating leases being reported on our consolidated balance sheet at their net present value. Recent Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU No. 2021-08 "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers", which requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, "Revenue from Contracts with Customers", instead of at fair value on the acquisition date as previously required by ASC 805. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for acquired revenue contracts and revenue contracts not acquired in a business combination. The updated guidance is effective for public companies for fiscal years beginning after December 15, 2022 and early adoption is permitted. We elected to early adopt the updated guidance prospectively as of January 1, 2022. We do not believe that this standard will have a material impact on our consolidated financial statements. |
Acquisitions | The purchase price of our acquired businesses is allocated to the assets acquired and the liabilities assumed based on their estimated fair values, with the excess recorded as goodwill. If applicable, we estimate the fair value of contingent consideration payments in determining the purchase price. Goodwill is allocated to our reporting units expected to benefit from the business combination based on the relative fair value at the acquisition date. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the fair value of the tangible and intangible assets acquired and liabilities assumed, including the deferred tax asset valuation allowances and acquired income tax uncertainties, with the corresponding offset to goodwill. We include the operating results of acquisitions in our consolidated financial statements from the effective date of the acquisitions. Acquisition related costs are expensed separately from the acquisition as incurred and are primarily included in general and administrative expenses in our consolidated statements of operations.The fair value of identifiable intangible assets is based on significant judgments made by management. We typically engage third party valuation appraisal firms to assist us in determining the fair values and useful lives of the assets acquired. The valuation estimates and assumptions are based on historical experience and information obtained by management, and include, but are not limited to, future expected revenues earned from customer relationships and the developed product technologies and discount rates applied in determining the present value of those cash flows. Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results. Acquired identifiable intangible assets are amortized on the straight-line method over their estimated economic lives, which are generally two |
Goodwill | Our goodwill was derived from the Take Private transaction and acquisitions where the purchase price exceeded the fair value of the net identifiable assets acquired. Goodwill is assigned to our reporting units and tested for impairment at least annually during the fourth quarter or sooner when circumstances indicate an impairment may exist. An impairment of goodwill is recognized when the carrying amount of a reporting unit exceeds its fair value. For purposes of the annual impairment test, we first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, a “Step 0” analysis. If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than its carrying value we perform “Step 1” of the goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. If the carrying value exceeds the fair value, an impairment loss is recognized for the amount by which the reporting unit's carrying value exceeds its fair value, not to exceed the carrying value of goodwill in that reporting unit. During the fourth quarter of 2021, we reevaluated our reporting units to better align with our current management structure and internal financial reporting which resulted in a change from three reporting units to a single reporting unit. On October 1, 2021, due to the change in reporting units, we performed a quantitative Step 1 assessment for our Core IT, Application Management and ITSM reporting units immediately before and after the change in reporting units. We engaged a third-party valuation specialist to assist in the performance of the impairment analysis of our reporting units. For the October 1, 2021 Step 1 goodwill impairment analysis, we utilized a combination of both an income and market approach to evaluate each of our reporting units. The income approach is based on the present value of projected cash flows and a terminal value. The discounted cash flow models reflect our assumptions regarding revenue growth rates, discount rate, estimated ongoing implications of the Cyber Incident to our cost structure, economic and market trends and other expectations about the anticipated operating results of our reporting units. The market approach develops an indication of fair value by calculating average market pricing multiples of revenues and EBITDA for selected peer publicly-traded companies. As a result of the impairment analysis as of October 1, 2021, our reporting units were determined to have fair values that exceeded their carrying value before and after the change in reporting units, and therefore, no impairment was recognized. Subsequent to our October 1, 2021 goodwill impairment analysis, we experienced a decline in our stock price resulting in the total market value of our shares of stock outstanding, or market capitalization, being less than the carrying value of our reporting unit as of December 31, 2021. We considered the decline in market capitalization in our evaluation of goodwill impairment indicators and determined it appropriate to perform a quantitative assessment of our reporting unit as of December 31, 2021. We engaged a third-party valuation specialist to assist in the performance of the impairment analysis of our reporting units. For the December 31, 2021 Step 1 goodwill impairment analysis, we utilized a combination of both an income and market approach to evaluate our reporting unit. The income approach is based on the present value of projected cash flows and a terminal value. The discounted cash flow models reflect our assumptions regarding revenue growth rates, discount rate, estimated implications of the Cyber Incident to our cost structure, economic and market trends and other expectations about the anticipated operating results of our reporting units. The market approach develops an indication of fair value by calculating average market pricing multiples of revenues and EBITDA for selected peer publicly-traded companies. As a result of the |
Indefinite-lived Intangible Assets | We review our indefinite-lived intangible assets for impairment annually, in the fourth quarter, or more frequently if a triggering event occurs. We first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative test. If necessary, the quantitative test is performed by comparing the fair value of indefinite lived intangible assets to the carrying value. In the event the carrying value exceeds the fair value of the assets, the assets are written down to their fair value. |
Long-lived Assets | We evaluate the recoverability of our long-lived assets, including finite-lived intangible assets and other assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Events or changes in circumstances that could result in an impairment review include, but are not limited to, significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the strategy for our overall business, and significant negative industry or economic trends. In the event that the net book value of our long-lived assets exceeds the future undiscounted net cash flows attributable to such assets, an impairment charge would be required. Impairment, if any, is recognized in the period of identification to the extent the carrying amount of an asset or asset group exceeds the fair value of such asset or asset group. |
Long-lived Assets | We evaluate the recoverability of our long-lived assets, including finite-lived intangible assets and other assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Events or changes in circumstances that could result in an impairment review include, but are not limited to, significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the strategy for our overall business, and significant negative industry or economic trends. In the event that the net book value of our long-lived assets exceeds the future undiscounted net cash flows attributable to such assets, an impairment charge would be required. Impairment, if any, is recognized in the period of identification to the extent the carrying amount of an asset or asset group exceeds the fair value of such asset or asset group. |
Fair Value Measurements | We apply the authoritative guidance on fair value measurements for financial assets and liabilities that are measured at fair value on a recurring basis and non-financial assets and liabilities, such as goodwill, intangible assets and property, plant and equipment that are measured at fair value on a non-recurring basis. The guidance establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows: Level 1: Unadjusted quoted prices for identical assets or liabilities in active markets accessible by us. Level 2: Inputs that are observable in the marketplace other than those inputs classified as Level 1. Level 3: Inputs that are unobservable in the marketplace and significant to the valuation. See Note 6. Fair Value Measurements for a summary of our financial instruments accounted for at fair value on a recurring basis. The carrying amounts reported in our consolidated balance sheets for cash, accounts receivable, accounts payable and other accrued expenses approximate fair value due to relatively short periods to maturity. |
Accounts Receivable | Accounts receivable represent trade receivables from customers when we have sold subscriptions, perpetual licenses or related maintenance services and have not yet received payment. We present accounts receivable net of an allowance for credit losses. We maintain an allowance for estimated losses resulting from the inability of customers to make required payments. In doing so, we consider the current financial condition of the customer, the specific details of the customer account, the age of the outstanding balance and the current economic environment. Any change in the assumptions used in analyzing a specific account receivable might result in an additional allowance for credit losses being recognized in the period in which the change occurs. We have historically had insignificant write-offs related to bad debts. |
Property and Equipment | We record property and equipment at cost and depreciate them using the straight-line method over their estimated useful lives as follows: Useful Life Equipment, servers and computers 3 - 5 Furniture and fixtures 5 - 7 Software 3 - 5 Leasehold improvements Lesser of Upon retirement or sale of property and equipment, we remove the cost of assets disposed of and any related accumulated depreciation from our accounts and credit or charge any resulting gain or loss to operating expense. We expense repairs and maintenance as they are incurred. |
Research and Development Costs | Research and development expenses primarily consist of personnel costs and contractor fees related to the development of new software products and enhancements to existing software products. Personnel costs include salaries, bonuses and stock-based compensation and related employer-paid payroll taxes, as well as an allocation of our facilities, depreciation, benefits and IT costs. Research and development costs are charged to operations as incurred with the exception of those software development costs that may qualify for capitalization. Software development costs incurred subsequent to establishing technological feasibility through the general release of the software products are capitalized. Our new software products and significant enhancements to our existing products are available for general release soon after technological feasibility has been established. |
Internal-Use Software and Website Development Costs | We capitalize costs related to developing new functionality for our suite of products that are hosted and accessed by our customers on a subscription basis. We also capitalize costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalized costs are recorded as part of other assets, net in our consolidated balance sheets. Maintenance and training costs are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life, generally three years, and included in cost of recurring revenue in the consolidated statements of operations. |
Debt Issuance Costs | Debt issuance costs for our credit facilities outstanding are presented as a deduction from the corresponding debt liability on our consolidated balance sheets and amortized on an effective interest rate method over the term of the associated debt as interest expense in our consolidated statements of operations. |
Contingencies | We account for claims and contingencies in accordance with authoritative guidance that requires we record an estimated loss from a claim or loss contingency when information available prior to issuance of our consolidated financial statements indicates a liability has been incurred at the date of our consolidated financial statements and the amount of the loss can be reasonably estimated. If we determine that it is reasonably possible but not probable that an asset has been impaired or a liability has been incurred, we disclose the amount or range of estimated loss if material or that the loss cannot be reasonably estimated. Accounting for claims and contingencies requires us to use our judgment. We consult with legal counsel on those issues related to litigation and seek input from other experts and advisors with respect to matters in the ordinary course of business. |
Revenue Recognition, Deferred Revenue & Deferred Commissions | We generate recurring revenue from fees received for subscriptions and from the sale of maintenance services associated with our perpetual license products and license revenue from the sale of our perpetual license products. We recognize revenue related to contracts from customers when we transfer promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This is determined by following a five-step process which includes (1) identifying the contract with a customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price, and (5) recognizing revenue when or as we satisfy a performance obligation, as described below. • Identify the contract with a customer. We generally use a purchase order, an authorized credit card, an electronic or manually signed license agreement, or the receipt of a cash payment as evidence of a contract with a customer provided that collection is considered probable. We sell our products through our direct inside sales force and through our distributors and resellers. Our distributors and resellers do not carry inventory of our software and we generally require them to specify the end user of the software at the time of the order. If the distributor or reseller does not provide end-user information, then we will generally not fulfill the order. Our distributors and resellers have no rights of return or exchange for software that they purchase from us and payment for these purchases is due to us without regard to whether the distributors or resellers collect payment from their customers. Sales through resellers and distributors are typically evidenced by a reseller or distributor agreement, together with purchase orders or authorized credit cards on a transaction-by-transaction basis. • Identify the performance obligations in the contract. Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are separately identifiable from other promises in the contract, or distinct. If not considered distinct, the promised goods or services are combined with other goods or services and accounted for as a combined performance obligation. Determining the distinct performance obligations in a contract requires judgment. Our performance obligations primarily include perpetual and time-based licenses, maintenance support including unspecified upgrades or enhancements to new versions of our software products and software-as-a-service, or SaaS, offerings. See additional discussion of our performance obligations below. • Determine the transaction price. We determine the transaction price based on the contractual consideration and the amount of consideration we expect to receive in exchange for transferring the promised goods or services to the customer. We account for sales incentives to customers, resellers or distributors as a reduction of revenue at the time we recognize the revenue from the related product sale. We report revenue net of any sales tax collected. Our return policy generally does not allow our customers to return software offerings. • Allocate the transaction price. We allocate the transaction price of the contract to each distinct performance obligation based on a relative standalone selling price basis. Determining standalone selling prices for our performance obligations requires judgment and are based on multiple factors including, but not limited to historical selling prices and discounting practices for products and services, internal pricing policies and pricing practices in different regions and through different sales channels. For our subscription products and maintenance services, our standalone selling prices are generally observable using standalone sales or renewals. For our perpetual and time-based license products, given there are no observable standalone sales, we estimate our standalone selling prices by evaluating our historical pricing and discounting practices in observable bundled transactions. We review the standalone selling price for our performance obligations periodically and update, if needed, to ensure that the methodology utilized reflects our current pricing practices. • Recognize revenue when or as we satisfy a performance obligation. Revenue is recognized when or as performance obligations are satisfied either over time or at a point in time by transferring a promised good or service. We consider this transfer to have occurred when risk of loss transfers to the customer or the customer has access to their subscription which is generally upon electronic transfer of the license key or password that provides immediate availability of the product to the purchaser. See further discussion below regarding the timing of revenue recognition for each of our performance obligations. The following summarizes our performance obligations from which we generate revenue: Performance obligation When performance obligation is typically satisfied Subscription revenue SaaS offerings Over the subscription term, once the service is made available to the customer (over time) Time-based licenses Upon the delivery of the license key or password that provides immediate availability of the product (point in time) Time-based technical support and unspecified software upgrades Ratably over the contract period (over time) Maintenance revenue Technical support and unspecified software upgrades Ratably over the contract period (over time) License revenue Perpetual licenses Upon the delivery of the license key or password that provides immediate availability of the product (point in time) Recurring Revenue. Recurring revenue consists of subscription and maintenance revenue. • Subscription Revenue . We primarily derive subscription revenue from fees received for subscriptions to our SaaS offerings, and to a lesser extent, our time-based license arrangements. We generally invoice subscription agreements in advance over the subscription period on either a monthly or annual basis and to a lesser extent, monthly based on usage. Subscription revenue for our SaaS offerings is generally recognized ratably over the subscription term once the service is made available to the customer or when we have the right to invoice for services performed. Revenue for the license performance obligation of our time-based license arrangements is recognized at a point in time upon delivery of the license key and the revenue for the technical support performance obligation of our time-based license arrangements is recognized ratably over the contract period. • Maintenance Revenue . We derive maintenance revenue from the sale of maintenance services associated with our perpetual license products. We typically include one year of maintenance service as part of the initial purchase price of each perpetual software offering and then sell renewals of this maintenance agreement. Customers with maintenance agreements are entitled to receive technical support and unspecified upgrades or enhancements to new versions of their software products on a when-and-if-available basis for the specified contract period. We believe that our technical support and unspecified upgrades or enhancements performance obligations each have the same pattern of transfer to the customer and are therefore accounted for as a single distinct performance obligation. We recognize maintenance revenue ratably on a daily basis over the contract period. License Revenue . We derive license revenue from the sale of our perpetual licenses. Revenue for the license performance obligation of our perpetual license arrangements is recognized at a point in time upon delivery of the electronic license key. Perpetual license arrangements are invoiced upon delivery. four |
Cost of Revenue | Cost of recurring revenue. Cost of recurring revenue consists of technical support personnel costs which includes salaries, bonuses and stock-based compensation and related employer-paid payroll taxes for technical support personnel, as well as an allocation of overhead costs. Public cloud infrastructure and hosting fees are also included in cost of recurring revenue. Cost of license revenue is immaterial to our financial statements and is included in cost of recurring revenue in our consolidated statements of operations. |
Advertising | We expense advertising costs as incurred. Advertising expense is included in sales and marketing expenses in our consolidated statements of operations. |
Leases | We lease facilities worldwide and certain equipment under non-cancellable lease agreements. We evaluate if a contract is or contains a lease at inception of the contract. If we determine that a contract is or contains a lease, we determine the appropriate lease classification and recognize a right-of-use asset and lease liability at the commencement date of the lease based on the present value of fixed lease payments over the lease term reduced by lease incentives. To determine the present value of lease payments, we use an estimated incremental borrowing rate based on the interest rate a similar borrowing on a collateralized basis would incur based on information available on the lease commencement date as none of our leases provide an implicit rate. We generally base this discount rate on the interest rate incurred by our senior secured debt, adjusted for considerations for the value, term and currency of the lease. Lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise those options. We recognize right-of-use assets and lease liabilities for leasing arrangements with terms greater than one year. Certain lease contracts include obligations to pay for other services, such as operations and maintenance. We account for lease and non-lease components in a contract as a single lease component for all classes of underlying assets except certain classes of equipment. Right-of-use assets are tested for impairment in the same manner as long-lived assets. The terms of some of our lease agreements provide for rental payments on a graduated basis. Operating lease costs are recognized on a straight-line basis over the lease term and recorded in the appropriate income statement line item based on the asset or a headcount allocation for office leases. Certain of our office leases require the payment of our proportionate share of common area maintenance or service charges. As we have elected to account for lease and non-lease components as a single lease component for our real estate leases, these costs are included in variable lease costs. In addition, certain of our leases may include variable payments based on measures that include changes in price indices or market interest rates which are included in variable lease costs and expensed as incurred. We had no finance leases as of and for the years ended December 31, 2021, 2020 and 2019. See Note 8. Leases for additional information regarding our lease arrangements. |
Income Taxes | We use the liability method of accounting for income taxes as set forth in the authoritative guidance for accounting for income taxes. Under this method, we recognize deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the respective carrying amounts and tax basis of our assets and liabilities. The guidance on accounting for uncertainty in income taxes prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken or expected to be taken on a tax return. We accrue interest and penalties related to unrecognized tax benefits as a component of income tax expense. |
Share-based Compensation | We have granted our employees, directors and certain contractors stock-based incentive awards. These awards are in the form of stock options, restricted stock and restricted stock units. We measure stock-based compensation expense for all share-based awards granted to employees and directors based on the estimated fair value of those awards on the date of grant. The fair value of stock option awards is estimated using a Black-Scholes valuation model. The fair value of restricted stock unit awards and restricted stock is determined using the fair market value of the underlying common stock on the date of grant less any amount paid at the time of the grant, or intrinsic value. Our stock awards vest on service-based or performance-based vesting conditions. For our service-based awards, we recognize stock-based compensation expense on a straight-line basis over the service period of the award. For our performance-based awards, we recognize stock-based compensation expense on a graded-vesting basis over the service period of each separately vesting tranche of the award, if it is probable that the performance target will be achieved. Other than the Special Dividend paid in connection with the Separation, we have not paid and do not anticipate paying cash dividends on our common stock; therefore, we assume the expected dividend yield to be zero. We estimate the expected volatility using the historical volatility of comparable public companies from a representative peer group. We based the risk-free rate of return on the average U.S. treasury yield curve for the most appropriate terms for the respective periods. As allowed under current guidance, we have elected to apply the “simplified method” in developing our estimate of expected life for “plain vanilla” stock options by using the midpoint between the vesting date and contractual termination date since we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. For all awards, we granted employees stock awards at exercise prices equal to the fair value of the underlying common stock on the date the award was approved. Performance-based awards are not considered granted under the applicable accounting guidance until the performance attainment targets for each applicable tranche have been defined. We recognize the impact of forfeitures in stock-based compensation expense when they occur. |
Net Income (Loss) Per Share | We calculate basic and diluted net income (loss) per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. Under the two-class method, basic and diluted net income (loss) per share is determined by calculating net income (loss) per share for common stock and participating securities based on participation rights in undistributed earnings. Our unvested incentive restricted stock has the right to receive non-forfeitable dividends on an equal basis with common stock and therefore are considered participating securities that must be included in the calculation of net income per share using the two-class method. We computed basic net income (loss) per share available to common stockholders by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the reporting period. Net income (loss) available to common stockholders is defined as net income (loss), less dividends on unvested restricted stock and earnings allocated to unvested restricted stock. The holders of unvested incentive restricted stock do not have a contractual obligation to share in our losses. As such, in periods in which we had net losses available to common stockholders, our net losses were not allocated to these participating securities.We computed diluted net income (loss) per share similarly to basic net income (loss) per share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock using the treasury stock method. |
Concentrations of Risk | Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. We consider all highly liquid investments with original maturities of three months or less to be cash equivalents.Our cash deposited with banks in demand deposit accounts may exceed the amount of insurance provided on these deposits. Our cash equivalents invested in money market funds are not insured and we are therefore at risk of losing our full investment. Generally, we may withdraw our cash deposits and redeem our invested cash equivalents upon demand. We strive to maintain our cash deposits and invest in money market funds with multiple financial institutions of reputable credit and therefore bear minimal credit risk.We provide credit to distributors, resellers and direct customers in the normal course of business. We generally extend credit to new customers based upon industry reputation and existing customers based upon prior payment history. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment | We record property and equipment at cost and depreciate them using the straight-line method over their estimated useful lives as follows: Useful Life Equipment, servers and computers 3 - 5 Furniture and fixtures 5 - 7 Software 3 - 5 Leasehold improvements Lesser of Property and equipment, including software, consisted of the following: December 31, 2021 2020 (in thousands) Equipment, servers and computers $ 27,397 $ 25,376 Furniture and fixtures 5,652 8,601 Software 912 1,193 Leasehold improvements 25,963 29,966 $ 59,924 $ 65,136 Less: Accumulated depreciation and amortization (30,202) (26,077) Property and equipment, net $ 29,722 $ 39,059 Depreciation and amortization expense on property and equipment was as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Depreciation and amortization $ 11,074 $ 9,490 $ 8,164 |
Changes in Accumulated Other Comprehensive Income (Loss) by Component | Changes in accumulated other comprehensive income (loss) by component are summarized below: Foreign Currency Translation Adjustments Accumulated Other Comprehensive Income (Loss) (in thousands) Balance at December 31, 2019 $ (5,247) $ (5,247) Other comprehensive gain (loss) before reclassification 132,459 132,459 Amount reclassified from accumulated other comprehensive income (loss) — — Net current period other comprehensive income (loss) 132,459 132,459 Balance at December 31, 2020 127,212 127,212 Other comprehensive gain (loss) before reclassification (125,906) (125,906) Amount reclassified from accumulated other comprehensive income (loss) — — Net current period other comprehensive income (loss) (125,906) (125,906) Balance at December 31, 2021 $ 1,306 $ 1,306 |
Performance Obligation From Which Revenue is Generated | The following summarizes our performance obligations from which we generate revenue: Performance obligation When performance obligation is typically satisfied Subscription revenue SaaS offerings Over the subscription term, once the service is made available to the customer (over time) Time-based licenses Upon the delivery of the license key or password that provides immediate availability of the product (point in time) Time-based technical support and unspecified software upgrades Ratably over the contract period (over time) Maintenance revenue Technical support and unspecified software upgrades Ratably over the contract period (over time) License revenue Perpetual licenses Upon the delivery of the license key or password that provides immediate availability of the product (point in time) |
Details of Total Deferred Revenue Balance | Details of our total deferred revenue balance was as follow s: Total Deferred Revenue (in thousands) Balance at December 31, 2019 $ 335,228 Deferred revenue recognized (493,525) Additional amounts deferred 520,621 Deferred revenue acquired in business combinations 10,760 Balance at December 31, 2020 373,084 Deferred revenue recognized (513,109) Additional amounts deferred 502,694 Balance at December 31, 2021 $ 362,669 |
Remaining Performance Obligations for Revenue Recognition | We expect to recognize revenue related to these remaining performance obligations as of December 31, 2021 as follows: Revenue Recognition Expected by Period Total Less than 1 1-3 years More than (in thousands) Expected recognition of deferred revenue $ 362,669 $ 327,701 $ 33,995 $ 973 |
Deferred Commissions Balance | Details of our deferred commissions balance was as follow s: Deferred Commissions (in thousands) Balance at December 31, 2019 $ 10,624 Commissions capitalized 7,954 Amortization recognized (3,777) Balance at December 31, 2020 14,801 Commissions capitalized 9,219 Amortization recognized (5,123) Balance at December 31, 2021 $ 18,897 December 31, 2021 2020 (in thousands) Classified as: Current $ 5,378 $ 3,824 Non-current 13,519 10,977 Total deferred commissions $ 18,897 $ 14,801 |
Amortization of Acquired Technologies | Amortization of acquired technologies. Amortization of acquired technologies included in cost of revenue relate to our licensed products and subscription products as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Amortization of acquired license technologies $ 148,609 $ 144,160 $ 142,828 Amortization of acquired subscription technologies 11,364 12,944 8,988 Total amortization of acquired technologies $ 159,973 $ 157,104 $ 151,816 Intangible asset amortization expense was as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Intangible asset amortization expense $ 215,447 $ 208,357 $ 198,536 |
Schedule of Advertising Expense | Year Ended December 31, 2021 2020 2019 (in thousands) Advertising expense $ 39,318 $ 38,021 $ 35,725 |
Schedule of Stock Option Valuation Assumptions | We estimated the fair value for stock options at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Year Ended December 31, 2021 (1) 2020 (2) 2019 (3) Expected dividend yield — % — % — % Volatility 39.9 % 35.5 % — % Risk-free rate of return 0.4 % 0.3 % — % Expected life 3.09 4.00 — ________________ (1) There were no grants of stock options made during the year ended December 31, 2021; however due to modifications of grants resulting from the Separation, certain stock options are reflected as new grants issued at the modification date fair value and the previous grants were forfeited. See Note 11. Stockholders’ Equity and Stock-Based Compensation for additional information. (2) There were no grants of stock options made during the year ended December 31, 2020; however due to modifications of performance-based grants, certain stock options were reflected as new grants issued at the modification date fair value and the previous grants were forfeited. (3) There were no grants of stock options made in the year ended December 31, 2019. |
Impact to Income (Loss) Before Income Taxes Due to Stock-based Compensation Expense | The impact to our income (loss) before income taxes due to stock-based compensation expense and the related income tax benefits were as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Impact to income (loss) before income taxes due to stock-based compensation $ 58,763 $ 63,153 $ 28,311 Income tax benefit related to stock-based compensation 11,502 11,674 4,393 |
Schedule of Cash and Cash Equivalents | We consider all highly liquid investments with original maturities of three months or less to be cash equivalents. Our cash and cash equivalents consisted of the following: December 31, 2021 2020 (in thousands) Demand deposit accounts $ 87,116 $ 110,708 Money market funds 645,000 160,000 Total cash and cash equivalents $ 732,116 $ 270,708 |
Schedules of Concentration of Risk, by Risk Factor | The following distributors represented more than 10% of our revenue: Year Ended December 31, 2021 2020 2019 Distributor A 11.7 % 12.2 % 12.6 % Distributor B * 10.8 % 17.4 % Distributor C 12.6 % * * ________________ * Represented less than 10% of our revenue. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule Of Discontinued Operations | The following table summarizes the assets and liabilities of the discontinued operations of N-able: December 31, 2021 2020 (in thousands) Assets Current assets: Cash and cash equivalents $ — $ 99,790 Accounts receivable, net of allowances — 28,784 Income tax receivable — 1,262 Prepaid and other current assets — 5,584 Total current assets of discontinued operations — 135,420 Property and equipment, net — 19,590 Operating lease assets — 13,697 Deferred taxes — 2,190 Goodwill — 874,083 Intangible assets, net — 27,374 Other assets, net — 6,287 Total assets of discontinued operations $ — $ 1,078,641 Liabilities Current liabilities: Accounts payable $ — $ 5,542 Accrued liabilities and other — 19,831 Current operating lease liabilities — 2,860 Income taxes payable — 4,447 Current portion of deferred revenue — 9,502 Total current liabilities of discontinued operations — 42,182 Long-term liabilities: Deferred revenue, net of current portion — 168 Non-current deferred taxes — 4,458 Non-current operating lease liabilities — 14,641 Other long-term liabilities — 406 Total liabilities of discontinued operations $ — $ 61,855 The following table summarizes the results of operations of N-able presented as discontinued operations: Year Ended December 31, 2021 2020 2019 (in thousands) Revenue: Subscription $ 183,594 $ 292,027 $ 251,687 Maintenance 5,053 9,971 10,470 Total recurring revenue 188,647 301,998 262,157 License — 473 1,265 Total revenue 188,647 302,471 263,422 Cost of revenue: Cost of recurring revenue 25,218 38,916 33,253 Amortization of acquired technologies 3,950 24,257 24,067 Total cost of revenue 29,168 63,173 57,320 Gross profit 159,479 239,298 206,102 Operating expenses: Sales and marketing 55,249 80,565 69,949 Research and development 27,133 40,462 34,480 General and administrative 42,994 39,233 23,173 Amortization of acquired intangibles 10,626 23,848 23,189 Total operating expenses 136,002 184,108 150,791 Operating income from discontinued operations 23,477 55,190 55,311 Other income (expense): Interest income, net — 2 7 Other income (expense), net (608) (771) 388 Total other income (expense) (608) (769) 395 Income from discontinued operations before income taxes 22,869 54,421 55,706 Income tax expense 9,807 12,010 12,007 Net income from discontinued operations, net of tax $ 13,062 $ 42,411 $ 43,699 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Consideration Paid and Amounts Recognized | The following table summarizes the consideration paid and the amounts recognized for the assets acquired and liabilities assumed: Total (in thousands) Current assets, including cash acquired of $3.2 million $ 6,993 Property and equipment and other assets 12,261 Deferred tax asset 2,535 Identifiable intangible assets 64,800 Goodwill 79,213 Current liabilities (4,275) Other long-term liabilities (6,086) Deferred revenue (10,760) Total consideration $ 144,681 The following table summarizes the consideration paid and the amounts recognized for the assets acquired and liabilities assumed: Total (in thousands) Current assets, including cash acquired of $6.2 million $ 18,957 Property and equipment and other assets 428 Identifiable intangible assets 49,700 Goodwill 286,208 Current liabilities (2,230) Other long-term liabilities (2,288) Deferred revenue (8,713) Total consideration $ 342,062 The following table summarizes the consideration paid and the amounts recognized for the assets acquired and liabilities assumed: Total (in thousands) Current assets, including cash acquired of $4.5 million $ 5,392 Property and equipment and other assets 3,424 Identifiable intangible assets 11,700 Goodwill 99,623 Current liabilities (545) Other long-term liabilities (491) Deferred revenue (1,507) Total consideration $ 117,596 |
Summary of Fair Value of Acquired Identifiable Intangible Assets and Weighted-Average Useful Life | The following table summarizes the fair value of the acquired identifiable intangible assets and weighted-average useful life: Fair Value Weighted-average useful life (in thousands) (in years) Developed product technologies $ 36,900 7 Customer relationships 26,200 5 Trademarks 1,700 2 Total identifiable intangible assets $ 64,800 6.1 The following table summarizes the fair value of the acquired identifiable intangible assets and weighted-average useful life: Fair Value Weighted-average useful life (in thousands) (in years) Developed product technologies $ 26,900 5 Customer relationships 22,800 4 Total identifiable intangible assets $ 49,700 4.5 The following table summarizes the fair value of the acquired identifiable intangible assets and weighted-average useful life: Fair Value Weighted-average useful life (in thousands) (in years) Developed product technologies $ 8,700 4 Customer relationships 3,000 2 Total identifiable intangible assets $ 11,700 3.5 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Goodwill | The following table reflects the changes in goodwill for the years ended December 31, 2021 and 2020: (in thousands) Balance at December 31, 2019 $ 3,221,555 Acquisitions 81,862 Foreign currency translation and other adjustments 71,902 Balance at December 31, 2020 3,375,319 Foreign currency translation and other adjustments (66,914) Balance at December 31, 2021 $ 3,308,405 |
Intangible Assets | Intangible assets consisted of the following at December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Gross Accumulated Net Gross Accumulated Net (in thousands) Developed product technologies $ 935,767 $ (872,232) $ 63,535 $ 971,473 $ (746,025) $ 225,448 Customer relationships 461,473 (266,922) 194,551 477,027 (223,874) 253,153 Intellectual property 1,715 (515) 1,200 1,456 (354) 1,102 Trademarks 1,700 (992) 708 1,990 (430) 1,560 Total definite-lived intangible assets 1,400,655 (1,140,661) 259,994 1,451,946 (970,683) 481,263 Indefinite-lived trade names 82,569 — 82,569 84,348 — 84,348 Total intangible assets $ 1,483,224 $ (1,140,661) $ 342,563 $ 1,536,294 $ (970,683) $ 565,611 |
Intangible Asset Amortization Expense | Amortization of acquired technologies. Amortization of acquired technologies included in cost of revenue relate to our licensed products and subscription products as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Amortization of acquired license technologies $ 148,609 $ 144,160 $ 142,828 Amortization of acquired subscription technologies 11,364 12,944 8,988 Total amortization of acquired technologies $ 159,973 $ 157,104 $ 151,816 Intangible asset amortization expense was as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Intangible asset amortization expense $ 215,447 $ 208,357 $ 198,536 |
Estimated Intangible Asset Amortization Expense | As of December 31, 2021, we estimate aggregate intangible asset amortization expense to be as follows: Estimated Amortization (in thousands) 2022 $ 80,985 2023 61,527 2024 53,061 2025 50,394 2026 9,292 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets Measured on a Recurring Basis | The following table summarizes the fair value of our financial assets that were measured on a recurring basis as of December 31, 2021 and 2020. There have been no transfers between fair value measurement levels during the year ended December 31, 2021. Fair Value Measurements at December 31, 2021 Using Quoted Prices in Significant Significant Total (in thousands) Money market funds $ 645,000 $ — $ — $ 645,000 Total assets $ 645,000 $ — $ — $ 645,000 Fair Value Measurements at December 31, 2020 Using Quoted Prices in Significant Significant Total (in thousands) Money market funds $ 160,000 $ — $ — $ 160,000 Trading security — — 5,238 5,238 Total assets $ 160,000 $ — $ 5,238 $ 165,238 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | We record property and equipment at cost and depreciate them using the straight-line method over their estimated useful lives as follows: Useful Life Equipment, servers and computers 3 - 5 Furniture and fixtures 5 - 7 Software 3 - 5 Leasehold improvements Lesser of Property and equipment, including software, consisted of the following: December 31, 2021 2020 (in thousands) Equipment, servers and computers $ 27,397 $ 25,376 Furniture and fixtures 5,652 8,601 Software 912 1,193 Leasehold improvements 25,963 29,966 $ 59,924 $ 65,136 Less: Accumulated depreciation and amortization (30,202) (26,077) Property and equipment, net $ 29,722 $ 39,059 Depreciation and amortization expense on property and equipment was as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Depreciation and amortization $ 11,074 $ 9,490 $ 8,164 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Operating Lease Costs | The components of operating lease costs were as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Operating lease costs $ 20,224 $ 18,816 $ 17,014 Variable lease costs (1) 2,213 2,324 2,353 Short-term lease costs 396 547 597 Sublease income received (2,559) (2,402) (1,909) Total lease costs $ 20,274 $ 19,285 $ 18,055 ____________ |
Lease Liabilities | Maturities of our operating lease liabilities as of December 31, 2021 were as follows: December 31, 2021 (in thousands) 2022 $ 18,212 2023 18,111 2024 17,022 2025 14,609 2026 13,490 Thereafter 20,809 Total minimum lease payments 102,253 Less: imputed interest (13,328) Present value of operating lease liabilities $ 88,925 |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to our leases was as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Cash paid for amounts included in the measurement of operating lease liabilities $ 18,910 $ 18,817 $ 16,667 Right-of-use assets obtained in exchange for operating lease liabilities 2,108 31,535 8,764 |
Accrued Liabilities and Other (
Accrued Liabilities and Other (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities and Other Current Liabilities | Accrued liabilities and other current liabilities were as follows: December 31, 2021 2020 (in thousands) Payroll-related accruals $ 27,376 $ 39,529 Other accrued expenses and current liabilities 13,952 13,611 Total accrued liabilities and other $ 41,328 $ 53,140 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Debt | The following table summarizes information relating to our debt: December 31, 2021 2020 Amount Effective Rate Amount Effective Rate (in thousands, except interest rates) Revolving credit facility $ — — % $ — — % First Lien Term Loan (as amended) due Feb 2024 1,909,350 2.85 % 1,930,300 2.90 % Total principal amount 1,909,350 1,930,300 Unamortized discount and debt issuance costs (18,681) (27,728) Total debt 1,890,669 1,902,572 Less: Current portion of long-term debt (19,900) (19,900) Total long-term debt $ 1,870,769 $ 1,882,672 |
Summary of Future Minimum Principal Payments of Debt | The following table summarizes the future minimum principal payments under the First Lien Term Loan outstanding as of December 31, 2021: (in thousands) 2022 $ 19,900 2023 19,900 2024 1,869,550 Total minimum principal payments $ 1,909,350 |
Stockholders_ Equity and Stoc_2
Stockholders’ Equity and Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Option Grant Activity | Option grant activity under the 2016 Plan was as follows: Number of Weighted- Aggregate Weighted- Outstanding balances at December 31, 2020 627,353 $ 3.11 Options granted (1) 1,145,608 1.33 Options exercised (300,335) 2.05 Options forfeited (2) (1,094,073) 2.10 Outstanding balances at December 31, 2021 378,553 $ 1.49 Options exercisable at December 31, 2021 286,191 $ 1.04 $ 3,763 5.1 Options vested and expected to vest at December 31, 2021 378,553 $ 1.49 $ 4,809 5.3 (1) Options granted during the year primarily relate to the modifications in connection with the Separation which resulted in new stock option grants at the modification date fair value. (2) Includes the forfeiture of 945,362 stock options from the modifications in connection with the Separation which resulted in the forfeiture of the original option grants. |
Additional Information Regarding Options | Additional information regarding options follows (in thousands except for per share amounts): Year Ended December 31, 2021 2020 2019 Weighted-average grant date fair value per share of options granted during the period $ 3.84 $ 36.90 $ — Aggregate intrinsic value of options exercised during the period 5,879 12,797 9,989 Aggregate fair value of options vested during the period 392 470 661 |
Schedule of Grant Date Fair Value | Additional information regarding options follows (in thousands except for per share amounts): Year Ended December 31, 2021 2020 2019 Weighted-average grant date fair value per share of options granted during the period $ 3.84 $ 36.90 $ — Aggregate intrinsic value of options exercised during the period 5,879 12,797 9,989 Aggregate fair value of options vested during the period 392 470 661 |
Summary of Restricted Stock Activity | The following table summarizes information about restricted stock activity subject to vesting under the 2016 Plan: Number of Unvested balances at December 31, 2020 632,108 Restricted stock granted and issued — Restricted stock vested (460,717) Restricted stock repurchased - unvested shares (95,575) Unvested balances at December 31, 2021 75,816 |
Summary of Restricted Stock Unit Activity | The following table summarizes information about restricted stock unit activity under the 2018 Plan and other awards granted outside of a plan: Number of Weighted-Average Grant Date Fair Value Per Share Aggregate Intrinsic Value Weighted-Average Remaining Contractual Term Unvested balances at December 31, 2020 5,045,922 $ 31.02 Restricted stock units granted (1) 20,407,477 21.84 Restricted stock units vested (2,133,202) 25.38 Restricted stock units forfeited (2) (15,565,375) 25.40 Unvested balances at December 31, 2021 7,754,822 $ 19.69 $ 110,041 1.3 (1) Includes 16,500,760 RSUs granted as a result of the modifications in connection with the Separation which resulted in new RSU grants at the modification date fair value. (2) Includes the forfeiture of 13,706,082 RSUs from the modifications in connection with the Separation which resulted in the forfeiture of the original RSU grants. |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Reconciliation of Shares in the Calculation of Basic and Diluted Income Per Share | A reconciliation of net income (loss) available to common stockholders and the number of shares in the calculation of basic and diluted earnings (loss) per share follows: Year Ended December 31, 2021 2020 2019 (in thousands) Basic earnings (loss) per share Numerator: Net income (loss) from continuing operations $ (64,470) $ 116,064 $ (25,057) Net income from discontinued operations 13,062 42,411 43,699 Net income (loss) (51,408) 158,475 18,642 Dividends on unvested restricted stock (160) — — Earnings allocated to unvested restricted stock — (967) (201) Net income (loss) from continuing operations available to common stockholders $ (64,630) $ 115,356 $ (24,786) Net income from discontinued operations available to common stockholders $ 13,062 $ 42,152 $ 43,227 Denominator: Weighted-average common shares outstanding used in computing basic earnings (loss) per share 158,040 155,277 153,384 Diluted earnings (loss) per share Numerator: Net income (loss) from continuing operations available to common stockholders $ (64,630) $ 115,356 $ (24,786) Net income from discontinued operations available to common stockholders $ 13,062 $ 42,152 $ 43,227 Denominator: Weighted-average shares used in computing basic earnings (loss) per share 158,040 155,277 153,384 Add dilutive impact of employee equity plans — 2,505 — Weighted-average shares used in computing diluted earnings (loss) per share 158,040 157,782 153,384 |
Weighted Average Outstanding Shares of Common Stock Equivalents Excluded | The following weighted-average outstanding shares of common stock equivalents were excluded from the computation of the diluted earnings (loss) per share attributable to common stockholders for the periods presented because their effect would have been anti-dilutive or for which the performance condition had not been met at the end of the period: Year Ended December 31, 2021 2020 2019 (in thousands) Total anti-dilutive shares 6,476 5,122 6,914 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Costs of Retirement Plans | Our expense related to the plan was as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Employee benefit plan expense $ 4,925 $ 4,198 $ 4,050 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Loss Before Income Taxes | U.S. and international components of income (loss) before income taxes were as follows: Year Ended December 31, 2021 2020 2019 (in thousands) U.S. $ (130,395) $ (40,945) $ (916) International 33,456 16,843 (27,286) Income (loss) before income taxes $ (96,939) $ (24,102) $ (28,202) |
Schedule of Income Tax Expense (Benefit) | Income tax expense (benefit) was composed of the following: Year Ended December 31, 2021 2020 2019 (in thousands) Current: Federal $ (861) $ 22,719 $ 28,545 State 1,516 6,168 2,616 International (1,623) 10,282 (648) (968) 39,169 30,513 Deferred: Federal (30,738) (31,460) (29,920) State (3,419) (925) (3,599) International 2,656 (146,950) (139) (31,501) (179,335) (33,658) $ (32,469) $ (140,166) $ (3,145) |
Schedule of Effective Income Tax Rate Reconciliation | The difference between the income tax expense (benefit) derived by applying the federal statutory income tax rate to our income (loss) before income taxes and the amount recognized in our consolidated financial statements is as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Expense (benefit) derived by applying the federal statutory income tax rate to income (loss) before income taxes $ (20,474) $ (5,061) $ (5,922) State taxes, net of federal benefit (2,530) 3,753 (1,541) Permanent items 406 317 (840) Global intangible low-taxed income — 722 — Foreign-derived intangible income (514) (1,112) (858) Base erosion and anti-abuse tax 2,297 — — Research and experimentation tax credits (3,438) 1,282 (270) Withholding tax 2,870 2,914 2,961 Foreign Tax Credits (1,269) (5,789) — Discrete tax benefit due to IP Transfer — (138,199) — Valuation allowance (358) 3,714 5,181 Stock-based compensation 1,510 1,162 (954) Effect of foreign operations (10,969) (3,869) (902) $ (32,469) $ (140,166) $ (3,145) |
Components of Net Deferred Tax Amounts | The components of the net deferred tax amounts recognized in the accompanying consolidated balance sheets were: December 31, 2021 2020 (in thousands) Deferred tax assets: Allowance for credit losses $ 180 $ 814 Net operating loss 22,695 29,149 Research and experimentation credits 8,529 3,333 Stock-based compensation 10,205 8,144 Intangibles 94,546 69,932 Interest 6,293 — Deferred revenue 4,234 2,696 Unrealized exchange gain 216 — States 269 — Leases 17,721 21,165 Other credits 3,238 2,895 Total deferred tax assets 168,126 138,128 Valuation allowance (11,936) (14,481) Deferred tax assets, net of valuation allowance 156,190 123,647 Deferred tax liabilities: Property and equipment 3,399 4,367 Prepaid expenses 2,973 1,250 Debt costs 4,193 5,788 Foreign royalty 104 767 Leases 14,467 17,346 Unremitted foreign earnings — 600 Unrealized exchange loss — 336 Accrued expenses 3,810 619 Total deferred tax liabilities 28,946 31,073 Net deferred tax asset (liability) $ 127,244 $ 92,574 |
Schedule of Unrecognized Tax Benefits | Gross unrecognized tax benefits, all of which, if recognized, would affect our effective tax rate were as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Gross unrecognized tax benefits $ 17,943 $ 27,439 $ 25,481 The aggregate changes in the balance of our gross unrecognized tax benefits, excluding accrued interest and penalties, were as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Balance, beginning of year $ 27,439 $ 25,481 $ 19,622 Increases for tax positions related to the current year 929 6,620 4,980 Decreases for tax positions related to the current year — — — Increases for tax positions related to prior years — 761 995 Decreases for tax positions related to prior years (4,402) (1,933) (116) Settlement with taxing authorities — — — Reductions due to lapsed statute of limitations (6,023) (3,490) — Balance, end of year $ 17,943 $ 27,439 $ 25,481 |
Operating Segments and Geogra_2
Operating Segments and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Geographic Area | The following tables set forth revenue and net long-lived assets by geographic area: Year Ended December 31, 2021 2020 2019 (in thousands) Revenue United States, country of domicile $ 469,791 $ 480,957 $ 447,439 International 248,841 235,813 221,664 Total revenue $ 718,632 $ 716,770 $ 669,103 |
Schedule of Long-lived Assets by Geographic Area | December 31, 2021 2020 (in thousands) Long-lived assets, net United States, country of domicile $ 21,841 $ 28,640 Philippines 4,427 5,675 All other international 3,454 4,744 Total long-lived assets, net $ 29,722 $ 39,059 |
Quarterly Results of Operatio_2
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | The following quarterly financial data should be read in conjunction with our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Three months ended, Dec 31, 2021 Sep 30, 2021 June 30, 2021 Mar 31, 2021 Dec 31, 2020 Sep 30, 2020 June 30, 2020 Mar 31, 2020 (in thousands, except per share data) (unaudited) Revenue $ 186,717 $ 181,271 $ 176,788 $ 173,856 $ 185,549 $ 184,818 $ 172,665 $ 173,738 Gross profit 129,429 123,440 120,962 117,785 130,280 131,891 121,381 121,775 Income (loss) before income taxes (28,032) (18,241) (24,006) (26,660) (14,741) 3,948 (1,039) (12,270) Net income (loss) from continuing operations (21,885) 1,080 (21,885) (21,780) 126,830 2,443 (1,897) (11,312) Net income (loss) from discontinued operations (1,760) (10,059) 10,261 14,620 5,883 10,059 14,742 11,727 Net income (loss) from continuing operations available to common stockholders (21,885) 920 (21,885) (21,780) 126,172 2,430 (1,886) (11,220) Net income (loss) from discontinued operations available to common stockholders (1,760) (10,059) 10,261 14,620 5,853 10,003 14,658 11,632 Basic income (loss) from continuing operations per share $ (0.14) $ 0.01 $ (0.14) $ (0.14) $ 0.81 $ 0.02 $ (0.01) $ (0.07) Basic income (loss) from discontinued operations per share $ (0.01) $ (0.06) $ 0.07 $ 0.09 $ 0.04 $ 0.06 $ 0.09 $ 0.08 Diluted income (loss) from continuing operations per share $ (0.14) $ 0.01 $ (0.14) $ (0.14) $ 0.79 $ 0.02 $ (0.01) $ (0.07) Diluted income (loss) from discontinued operations per share $ (0.01) $ (0.06) $ 0.07 $ 0.09 $ 0.04 $ 0.06 $ 0.09 $ 0.08 Shares used in computation of basic income (loss) per share 158,960 158,202 157,854 157,123 156,060 155,447 155,122 154,469 Shares used in computation of diluted income (loss) per share 158,960 160,328 157,854 157,123 158,899 158,361 155,122 154,469 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details) | Jul. 19, 2021$ / shares | Dec. 31, 2021$ / shares | Dec. 31, 2020$ / shares | Oct. 31, 2018$ / shares |
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | N-able | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Spinoff transaction, conversion ratio | 0.5 | |||
N-able | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands | Aug. 24, 2021USD ($)$ / shares | Jul. 30, 2021 | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Accounting Policies [Abstract] | |||||
Stock split, conversion ratio | 2 | ||||
Special dividend (in dollars per share) | $ / shares | $ 1.50 | $ 1.50 | |||
Payments of dividends | $ | $ 237,200 | $ 237,214 | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Acquisitions (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Intellectual property | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years |
Minimum | Trademarks | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years |
Minimum | Customer Relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years |
Minimum | Customer backlog | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years |
Minimum | Non-competition covenants | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years |
Minimum | Developed Technology Rights | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years |
Maximum | Trademarks | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years |
Maximum | Customer Relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years |
Maximum | Customer backlog | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years |
Maximum | Non-competition covenants | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years |
Maximum | Developed Technology Rights | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Goodwill (Details) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021segment |
Goodwill [Line Items] | |||
Number of reporting units | segment | 3 | ||
Goodwill impairment loss | $ | $ 0 | $ 0 | |
Valuation Technique, Discounted Cash Flow | |||
Goodwill [Line Items] | |||
Percentage of fair value in excess of carrying amount (as a percent) | 7.20% | 7.20% | 7.20% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Equipment, servers and computers | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Equipment, servers and computers | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
Software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Internal-Use Software and Website Development Costs (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Line Items] | |||
Impairments to internal-use software | $ 0 | $ 0 | $ 0 |
Capitalized internal-use software, net | 9,200,000 | 7,700,000 | |
Capitalized internal-use software and website development costs | $ 3,600,000 | $ 3,500,000 | $ 2,400,000 |
Computer Software | |||
Accounting Policies [Line Items] | |||
Estimated useful life | 3 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Debt Issuance Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Amortization of debt issuance costs | $ 9,103 | $ 9,166 | $ 9,234 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | $ 3,010,687 | $ 2,649,522 | $ 2,616,100 |
Other comprehensive gain (loss) before reclassification | (125,906) | 132,459 | |
Amount reclassified from accumulated other comprehensive income (loss) | 0 | 0 | |
Other comprehensive income (loss) | (125,906) | 132,459 | (22,290) |
Balance at end of period | 2,287,896 | 3,010,687 | 2,649,522 |
Foreign Currency Translation Adjustments | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | 127,212 | (5,247) | |
Other comprehensive gain (loss) before reclassification | (125,906) | 132,459 | |
Amount reclassified from accumulated other comprehensive income (loss) | 0 | 0 | |
Other comprehensive income (loss) | (125,906) | 132,459 | |
Balance at end of period | 1,306 | 127,212 | (5,247) |
Accumulated Other Comprehensive Income (Loss) | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | 127,212 | (5,247) | 17,043 |
Balance at end of period | $ 1,306 | $ 127,212 | $ (5,247) |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Revenue Recognition (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Maintenance service period | 1 year |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Deferred Revenue (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Revenue, advance billing period | 12 months |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Details of Total Deferred Revenue Balance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Beginning balance | $ 373,084 | $ 335,228 |
Deferred revenue recognized | (513,109) | (493,525) |
Additional amounts deferred | 502,694 | 520,621 |
Deferred revenue acquired in business combinations | 10,760 | |
Ending balance | $ 362,669 | $ 373,084 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Expected Recognition of Deferred Revenue (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Accounting Policies [Abstract] | |
Expected recognition of deferred revenue | $ 362,669 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Accounting Policies [Abstract] | |
Expected recognition of deferred revenue | $ 327,701 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Deferred revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Accounting Policies [Abstract] | |
Expected recognition of deferred revenue | $ 33,995 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Deferred revenue, remaining performance obligation, period | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Accounting Policies [Abstract] | |
Expected recognition of deferred revenue | $ 973 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Deferred revenue, remaining performance obligation, period |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Deferred Commissions Balance (Details) - Deferred Commissions | Dec. 31, 2021 |
Minimum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Amortization period of contract acquisition costs | 4 years |
Maximum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Amortization period of contract acquisition costs | 6 years |
Summary of Significant Accou_16
Summary of Significant Accounting Policies - Capitalized Contract Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Commissions, Roll Forward [Roll Forward] | ||
Beginning balance | $ 14,801 | $ 10,624 |
Commissions capitalized | 9,219 | 7,954 |
Amortization recognized | (5,123) | (3,777) |
Ending balance | 18,897 | 14,801 |
Current | 5,378 | 3,824 |
Non-current | 13,519 | 10,977 |
Total deferred commissions | $ 18,897 | $ 14,801 |
Summary of Significant Accou_17
Summary of Significant Accounting Policies - Amortization of Acquired Technologies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Product Information [Line Items] | |||
Total amortization of acquired technologies | $ 159,973 | $ 157,104 | $ 151,816 |
License | |||
Product Information [Line Items] | |||
Total amortization of acquired technologies | 148,609 | 144,160 | 142,828 |
Subscription | |||
Product Information [Line Items] | |||
Total amortization of acquired technologies | $ 11,364 | $ 12,944 | $ 8,988 |
Summary of Significant Accou_18
Summary of Significant Accounting Policies - Schedule of Advertising Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Advertising expense | $ 39,318 | $ 38,021 | $ 35,725 |
Summary of Significant Accou_19
Summary of Significant Accounting Policies - Schedule of Stock Option Value Assumptions (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted (in shares) | 1,145,608 | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Volatility | 39.90% | 35.50% | 0.00% |
Risk-free rate of return | 0.40% | 0.30% | 0.00% |
Expected life | 3 years 1 month 2 days | 4 years | 0 years |
Options granted (in shares) | 0 | ||
Performance Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted (in shares) | 0 |
Summary of Significant Accou_20
Summary of Significant Accounting Policies - Impact to Income (Loss) Before Income Taxes Due to Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Impact to income (loss) before income taxes due to stock-based compensation | $ 58,763 | $ 63,153 | $ 28,311 |
Income tax benefit related to stock-based compensation | $ 11,502 | $ 11,674 | $ 4,393 |
Summary of Significant Accou_21
Summary of Significant Accounting Policies - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Line Items] | ||
Total cash and cash equivalents | $ 732,116 | $ 270,708 |
Demand deposit accounts | ||
Cash and Cash Equivalents [Line Items] | ||
Total cash and cash equivalents | 87,116 | 110,708 |
Money market funds | ||
Cash and Cash Equivalents [Line Items] | ||
Total cash and cash equivalents | $ 645,000 | $ 160,000 |
Summary of Significant Accou_22
Summary of Significant Accounting Policies - Concentration of Risks (Details) - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Distributor A | Revenue Benchmark | |||
Product Information [Line Items] | |||
Concentration risk percentage | 11.70% | 12.20% | 12.60% |
Distributor A | Accounts Receivable | |||
Product Information [Line Items] | |||
Concentration risk percentage | 12.10% | 12.60% | |
Distributor B | Revenue Benchmark | |||
Product Information [Line Items] | |||
Concentration risk percentage | 10.80% | 17.40% | |
Distributor C | Revenue Benchmark | |||
Product Information [Line Items] | |||
Concentration risk percentage | 12.60% |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - N-able - Discontinued Operations, Disposed of by Means Other than Sale, Spinoff - USD ($) $ in Millions | Jul. 19, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Proceeds from divestiture of businesses | $ 324.7 | ||
Proceeds from one-time dividends payment | 238.2 | ||
Cash divested from deconsolidation | $ 57.3 | ||
Spin-off costs | $ 31.6 | $ 12.2 |
Discontinued Operations - Summa
Discontinued Operations - Summarizes the Assets and Liabilities of the Discontinued Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Total current assets of discontinued operations | $ 0 | $ 135,420 |
Current liabilities: | ||
Total current liabilities of discontinued operations | 0 | 42,182 |
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | N-able | ||
Current assets: | ||
Cash and cash equivalents | 0 | 99,790 |
Accounts receivable, net of allowances | 0 | 28,784 |
Income tax receivable | 0 | 1,262 |
Prepaid and other current assets | 0 | 5,584 |
Total current assets of discontinued operations | 0 | 135,420 |
Property and equipment, net | 0 | 19,590 |
Operating lease assets | 0 | 13,697 |
Deferred taxes | 0 | 2,190 |
Goodwill | 0 | 874,083 |
Intangible assets, net | 0 | 27,374 |
Other assets, net | 0 | 6,287 |
Total assets of discontinued operations | 0 | 1,078,641 |
Current liabilities: | ||
Accounts payable | 0 | 5,542 |
Accrued liabilities and other | 0 | 19,831 |
Current operating lease liabilities | 0 | 2,860 |
Income taxes payable | 0 | 4,447 |
Current portion of deferred revenue | 0 | 9,502 |
Total current liabilities of discontinued operations | 0 | 42,182 |
Long-term liabilities: | ||
Deferred revenue, net of current portion | 0 | 168 |
Non-current deferred taxes | 0 | 4,458 |
Non-current operating lease liabilities | 0 | 14,641 |
Other long-term liabilities | 0 | 406 |
Total liabilities of discontinued operations | $ 0 | $ 61,855 |
Discontinued Operations - Sum_2
Discontinued Operations - Summarizes the Results of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other income (expense): | |||||||||||
Net income from discontinued operations, net of tax | $ (1,760) | $ (10,059) | $ 10,261 | $ 14,620 | $ 5,883 | $ 10,059 | $ 14,742 | $ 11,727 | $ 13,062 | $ 42,411 | $ 43,699 |
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | N-able | |||||||||||
Revenue: | |||||||||||
Total revenue | 188,647 | 302,471 | 263,422 | ||||||||
Cost of revenue: | |||||||||||
Cost of recurring revenue | 25,218 | 38,916 | 33,253 | ||||||||
Amortization of acquired technologies | 3,950 | 24,257 | 24,067 | ||||||||
Total cost of revenue | 29,168 | 63,173 | 57,320 | ||||||||
Gross profit | 159,479 | 239,298 | 206,102 | ||||||||
Operating expenses: | |||||||||||
Sales and marketing | 55,249 | 80,565 | 69,949 | ||||||||
Research and development | 27,133 | 40,462 | 34,480 | ||||||||
General and administrative | 42,994 | 39,233 | 23,173 | ||||||||
Amortization of acquired intangibles | 10,626 | 23,848 | 23,189 | ||||||||
Total operating expenses | 136,002 | 184,108 | 150,791 | ||||||||
Operating income from discontinued operations | 23,477 | 55,190 | 55,311 | ||||||||
Other income (expense): | |||||||||||
Interest income, net | 0 | 2 | 7 | ||||||||
Other income (expense), net | (608) | (771) | 388 | ||||||||
Total other income (expense) | 395 | ||||||||||
Total other income (expense) | (608) | (769) | |||||||||
Income from discontinued operations before income taxes | 22,869 | 54,421 | 55,706 | ||||||||
Income tax expense | 9,807 | 12,010 | 12,007 | ||||||||
Net income from discontinued operations, net of tax | 13,062 | 42,411 | 43,699 | ||||||||
Recurring Revenue | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | N-able | |||||||||||
Revenue: | |||||||||||
Total revenue | 188,647 | 301,998 | 262,157 | ||||||||
Subscription | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | N-able | |||||||||||
Revenue: | |||||||||||
Total revenue | 183,594 | 292,027 | 251,687 | ||||||||
Maintenance | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | N-able | |||||||||||
Revenue: | |||||||||||
Total revenue | 5,053 | 9,971 | 10,470 | ||||||||
License | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | N-able | |||||||||||
Revenue: | |||||||||||
Total revenue | $ 0 | $ 473 | $ 1,265 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Millions | Oct. 29, 2020 | Dec. 10, 2019 | Apr. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
SentryOne | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 144.7 | ||||
Acquisition related costs | $ 1.3 | ||||
Goodwill expected to be deductible for tax purposes | 79.2 | ||||
SAManage Ltd. | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 342.1 | ||||
Acquisition related costs | 2.1 | ||||
Combined purchase price | 341.5 | ||||
Fair value of replacement equity awards attributable to pre-acquisition service | 0.6 | ||||
Amount of net loss related to acquisition | $ 25 | ||||
SAManage Ltd. | Amortization of Intangible Assets | |||||
Business Acquisition [Line Items] | |||||
Amount of net loss related to acquisition | 7.4 | ||||
SAManage Ltd. | Stock-Based Compensation Expense | |||||
Business Acquisition [Line Items] | |||||
Amount of net loss related to acquisition | 5.2 | ||||
SAManage Ltd. | Line of Credit | Revolving Credit Facility | |||||
Business Acquisition [Line Items] | |||||
Borrowings under credit facility | $ 35 | ||||
VividCortex | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 117.6 | ||||
Acquisition related costs | $ 0.1 | $ 0.5 |
Acquisitions - Summary of Consi
Acquisitions - Summary of Consideration Paid and Amounts Recognized (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 29, 2020 | Dec. 31, 2019 | Dec. 10, 2019 | Apr. 30, 2019 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 3,308,405 | $ 3,375,319 | $ 3,221,555 | |||
SentryOne | ||||||
Business Acquisition [Line Items] | ||||||
Current assets, including cash acquired | $ 6,993 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 12,261 | |||||
Business Combination Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets | 2,535 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 64,800 | |||||
Goodwill | 79,213 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (4,275) | |||||
Other long-term liabilities | (6,086) | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Revenue | (10,760) | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | 144,681 | |||||
Cash acquired from acquisitions | $ 3,200 | |||||
SAManage Ltd. | ||||||
Business Acquisition [Line Items] | ||||||
Current assets, including cash acquired | $ 18,957 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 428 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 49,700 | |||||
Goodwill | 286,208 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (2,230) | |||||
Other long-term liabilities | (2,288) | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Revenue | (8,713) | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | 342,062 | |||||
Cash acquired from acquisitions | $ 6,200 | |||||
VividCortex | ||||||
Business Acquisition [Line Items] | ||||||
Current assets, including cash acquired | $ 5,392 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 3,424 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 11,700 | |||||
Goodwill | 99,623 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (545) | |||||
Other long-term liabilities | (491) | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Revenue | (1,507) | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | 117,596 | |||||
Cash acquired from acquisitions | $ 4,500 |
Acquisitions - Summary of Fair
Acquisitions - Summary of Fair Value of Acquired Identifiable Intangible Assets and Weighted-Average Useful Life (Details) - USD ($) $ in Thousands | Oct. 29, 2020 | Dec. 10, 2019 | Apr. 30, 2019 |
SentryOne | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 64,800 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 years 1 month 6 days | ||
SentryOne | Developed Technology Rights | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 36,900 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years | ||
SentryOne | Customer Relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 26,200 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||
SentryOne | Trademarks | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 1,700 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years | ||
SAManage Ltd. | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 49,700 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years 6 months | ||
SAManage Ltd. | Developed Technology Rights | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 26,900 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||
SAManage Ltd. | Customer Relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 22,800 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years | ||
VividCortex | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 11,700 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 3 years 6 months | ||
VividCortex | Developed Technology Rights | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 8,700 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years | ||
VividCortex | Customer Relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived Intangible Assets Acquired | $ 3,000 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Balance at beginning of period | $ 3,375,319 | $ 3,221,555 |
Acquisitions | 81,862 | |
Foreign currency translation and other adjustments | (66,914) | 71,902 |
Balance at end of period | $ 3,308,405 | $ 3,375,319 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,400,655 | $ 1,451,946 |
Accumulated Amortization | (1,140,661) | (970,683) |
Net | 259,994 | 481,263 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross Carrying Amount | 1,483,224 | 1,536,294 |
Accumulated Amortization | (1,140,661) | (970,683) |
Net | 342,563 | 565,611 |
Trademarks | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived trade names | 82,569 | 84,348 |
Developed Technology Rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 935,767 | 971,473 |
Accumulated Amortization | (872,232) | (746,025) |
Net | 63,535 | 225,448 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | (872,232) | (746,025) |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 461,473 | 477,027 |
Accumulated Amortization | (266,922) | (223,874) |
Net | 194,551 | 253,153 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | (266,922) | (223,874) |
Intellectual property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,715 | 1,456 |
Accumulated Amortization | (515) | (354) |
Net | 1,200 | 1,102 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | (515) | (354) |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,700 | 1,990 |
Accumulated Amortization | (992) | (430) |
Net | 708 | 1,560 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ (992) | $ (430) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Intangible asset amortization expense | $ 215,447 | $ 208,357 | $ 198,536 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Estimated Intangible Asset Amortization Expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Estimated Amortization | |
2022 | $ 80,985 |
2023 | 61,527 |
2024 | 53,061 |
2025 | 50,394 |
2026 | $ 9,292 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Financial Assets Measured on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading security | $ 5,238 | |
Total assets | $ 645,000 | 165,238 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading security | 0 | |
Total assets | 645,000 | 160,000 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading security | 0 | |
Total assets | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading security | 5,238 | |
Total assets | 0 | 5,238 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 645,000 | 160,000 |
Money market funds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 645,000 | 160,000 |
Money market funds | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 0 | 0 |
Money market funds | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | $ 0 | $ 0 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 59,924 | $ 65,136 |
Less: Accumulated depreciation and amortization | (30,202) | (26,077) |
Property and equipment, net | 29,722 | 39,059 |
Equipment, servers and computers | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 27,397 | 25,376 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,652 | 8,601 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 912 | 1,193 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 25,963 | $ 29,966 |
Property and Equipment - Sche_2
Property and Equipment - Schedule of Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization | $ 11,074 | $ 9,490 | $ 8,164 |
Leases - Narrative (Details)
Leases - Narrative (Details) ft² in Thousands | Dec. 31, 2021ft² |
Property, Plant and Equipment [Line Items] | |
Remaining lease term (in years) | 6 years 3 days |
Weighted-average discount rate of lease liabilities (as a percent) | 4.80% |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Operating lease terms (in years) | 1 year |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Operating lease terms (in years) | 10 years |
Building | |
Property, Plant and Equipment [Line Items] | |
Leased office space area (in square feet) | 348 |
Leases - Operating Lease Costs
Leases - Operating Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease costs | $ 20,224 | $ 18,816 | $ 17,014 |
Variable lease costs | 2,213 | 2,324 | 2,353 |
Short-term lease costs | 396 | 547 | 597 |
Sublease income received | (2,559) | (2,402) | (1,909) |
Total lease costs | $ 20,274 | $ 19,285 | $ 18,055 |
Leases - Lease Liabilities (Det
Leases - Lease Liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 18,212 |
2023 | 18,111 |
2024 | 17,022 |
2025 | 14,609 |
2026 | 13,490 |
Thereafter | 20,809 |
Total minimum lease payments | 102,253 |
Less: imputed interest | (13,328) |
Present value of operating lease liabilities | $ 88,925 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 18,910 | $ 18,817 | $ 16,667 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 2,108 | $ 31,535 | $ 8,764 |
Accrued Liabilities and Other -
Accrued Liabilities and Other - Schedule of Accrued Liabilities and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Payroll-related accruals | $ 27,376 | $ 39,529 |
Other accrued expenses and current liabilities | 13,952 | 13,611 |
Total accrued liabilities and other | $ 41,328 | $ 53,140 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Amount | ||
Total principal amount | $ 1,909,350 | $ 1,930,300 |
Unamortized discount and debt issuance costs | (18,681) | (27,728) |
Total minimum principal payments | 1,890,669 | 1,902,572 |
Less: Current portion of long-term debt | (19,900) | (19,900) |
Total long-term debt | 1,870,769 | 1,882,672 |
Line of Credit | Revolving Credit Facility | ||
Amount | ||
Total principal amount | $ 0 | $ 0 |
Effective Rate | 0.00% | 0.00% |
Secured Debt | First Lien Term Loan (as amended) due Feb 2024 | ||
Amount | ||
Total principal amount | $ 1,909,350 | $ 1,930,300 |
Effective Rate | 2.85% | 2.90% |
Debt - Narrative (Details)
Debt - Narrative (Details) - Credit Suisse | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Eurodollar | |
Debt Instrument [Line Items] | |
LIBOR floor | 0.00% |
Federal Funds Effective Rate | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 0.50% |
LIBOR | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.00% |
Secured Debt | First Lien Term Loan | |
Debt Instrument [Line Items] | |
Face amount of debt | $ 1,990,000,000 |
Quarterly periodic payment, as a percentage of original principal | 0.25% |
Covenant, leverage ratio, maximum | 7.40 |
Secured Debt | First Lien Term Loan | Eurodollar | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.75% |
Covenant, floor interest rate | 0.00% |
Secured Debt | First Lien Term Loan | Base Rate | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.75% |
Line of Credit | Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 117,500,000 |
Commitment fee percentage | 0.50% |
Covenant, commitment fee percentage, net leverage ratio, reduction per annum | 0.375% |
Covenant, borrowing percentage of commitments, maximum | 35.00% |
Line of Credit | Revolving Credit Facility | Eurodollar | |
Debt Instrument [Line Items] | |
Covenant, floor interest rate | 0.00% |
Line of Credit | Revolving Credit Facility | Eurodollar | Minimum | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.50% |
Line of Credit | Revolving Credit Facility | Base Rate | Minimum | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.50% |
Line of Credit | Letter of Credit | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 35,000,000 |
Line of Credit | Multi-Currency Tranche | Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | 100,000,000 |
Line of Credit | Single Currency Tranche | Revolving Credit Facility | US Dollars | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 17,500,000 |
Debt - Summary of Future Minimu
Debt - Summary of Future Minimum Principal Payments of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Total minimum principal payments | $ 1,890,669 | $ 1,902,572 |
Credit Suisse | First Lien Term Loan | Secured Debt | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2022 | 19,900 | |
2023 | 19,900 | |
2024 | 1,869,550 | |
Total minimum principal payments | $ 1,909,350 |
Stockholders_ Equity and Stoc_3
Stockholders’ Equity and Stock-Based Compensation - Common Stock and Preferred Stock (Details) | Dec. 31, 2021$ / sharesshares | Jul. 19, 2021$ / shares | Dec. 31, 2020$ / sharesshares | Oct. 31, 2018vote$ / sharesshares |
Share-based Payment Arrangement [Abstract] | ||||
Common stock, authorized (in shares) | shares | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | shares | 50,000,000 | 50,000,000 | 50,000,000 | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |
Common stock, number of votes per share | vote | 1 |
Stockholders_ Equity and Stoc_4
Stockholders’ Equity and Stock-Based Compensation - 2016 Equity Plan (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options outstanding (in shares) | 378,553 | 627,353 | |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards outstanding (in shares) | 75,816 | 632,108 | |
2016 Equity Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Common stock-based incentive awards outstanding (in shares) | 454,369 | ||
Stock options outstanding (in shares) | 378,553 | ||
2016 Equity Plan | Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Repurchase of stock (in shares) | 95,575 | 52,550 | 203,600 |
2016 Equity Plan | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards outstanding (in shares) | 75,816 | ||
Minimum | 2016 Equity Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Maximum | 2016 Equity Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 5 years |
Stockholders_ Equity and Stoc_5
Stockholders’ Equity and Stock-Based Compensation - 2018 Equity Incentive Plan (Details) - shares | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards outstanding (in shares) | 7,754,822 | 5,045,922 | |
RSUs granted outside of an equity plan (in shares) | 28,706 | ||
Restricted Stock Units (RSUs) | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Restricted Stock Units (RSUs) | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
2018 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Awards outstanding (in shares) | 7,726,116 | ||
Stock reserved for future issuance (in shares) | 41,494,629 | ||
2018 Equity Incentive Plan | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
2018 Equity Incentive Plan | Performance Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards outstanding (in shares) | 0 | ||
Vesting period | 3 years |
Stockholders_ Equity and Stoc_6
Stockholders’ Equity and Stock-Based Compensation - Modification of Stock Awards (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Share-based Payment Arrangement [Abstract] | |
Incremental stock-based compensation expense | $ 12.3 |
Stockholders_ Equity and Stoc_7
Stockholders’ Equity and Stock-Based Compensation - Option Grant Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Number of Shares Outstanding | |
Outstanding balances at beginning of period (in shares) | 627,353 |
Options granted (in shares) | 1,145,608 |
Options exercised (in shares) | (300,335) |
Options forfeited (in shares) | (1,094,073) |
Outstanding balances at end of period (in shares) | 378,553 |
Options exercisable at end of period (in shares) | 286,191 |
Options vested and expected to vest at end of period (in shares) | 378,553 |
Weighted- Average Exercise Price | |
Outstanding balances at beginning of period (in dollars per share) | $ / shares | $ 3.11 |
Options granted (in dollars per share) | $ / shares | 1.33 |
Options exercised (in dollars per share) | $ / shares | 2.05 |
Options forfeited (in dollars per share) | $ / shares | 2.10 |
Outstanding balances at the end of period (in dollars per share) | $ / shares | 1.49 |
Options exercisable at end of period (in dollars per share) | $ / shares | 1.04 |
Options vested and expected to vest at end of period (in dollars per share) | $ / shares | $ 1.49 |
Aggregate Intrinsic Value (in thousands) | |
Options exercisable at December 31, 2021 | $ | $ 3,763 |
Options vested and expected to vest at December 31, 2021 | $ | $ 4,809 |
Weighted- Average Remaining Contractual Term (in years) | |
Options exercisable at December 31, 2021 | 5 years 1 month 6 days |
Options vested and expected to vest at December 31, 2021 | 5 years 3 months 18 days |
Stock Options | |
Number of Shares Outstanding | |
Options granted (in shares) | 0 |
Stock Options | 2021 Separation Modification | |
Number of Shares Outstanding | |
Options forfeited (in shares) | (945,362) |
Stockholders_ Equity and Stoc_8
Stockholders’ Equity and Stock-Based Compensation - Additional Regarding Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Weighted-average grant date fair value per share of options granted during the period (in dollars per share) | $ 3.84 | $ 36.90 | $ 0 |
Aggregate intrinsic value of options exercised during the period | $ 5,879 | $ 12,797 | $ 9,989 |
Aggregate fair value of options vested during the period | $ 392 | $ 470 | $ 661 |
Stockholders_ Equity and Stoc_9
Stockholders’ Equity and Stock-Based Compensation - Stock Option Awards, Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation expense subject to future recognition | $ 0.2 |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Recognition period of stock-based compensation expense | 7 months 6 days |
Stockholders_ Equity and Sto_10
Stockholders’ Equity and Stock-Based Compensation - Schedule of Restricted Stock (Details) - Restricted Stock | 12 Months Ended |
Dec. 31, 2021shares | |
Number of Shares Outstanding | |
Unvested balances at beginning of period (in shares) | 632,108 |
Restricted stock granted and issued (in shares) | 0 |
Restricted stock vested (in shares) | (460,717) |
Restricted stock repurchased - unvested shares (in shares) | (95,575) |
Unvested balances at end of period (in shares) | 75,816 |
Stockholders_ Equity and Sto_11
Stockholders’ Equity and Stock-Based Compensation - Restricted Stock, Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 58,763,000 | $ 63,153,000 | $ 28,311,000 |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average grant date fair value (in dollars per share) | $ 4.20 | ||
Intrinsic value of shares vested | 15,000,000 | 26,100,000 | $ 28,900,000 |
Stock-based compensation expense | 0 | ||
Share-based compensation, liability | $ 300,000 | $ 1,000,000 |
Stockholders_ Equity and Sto_12
Stockholders’ Equity and Stock-Based Compensation - Schedule of Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Number of Units Outstanding | |
Unvested balances at beginning of period (in shares) | 5,045,922 |
Stock units granted (in shares) | 20,407,477 |
Stock units vested (in shares) | (2,133,202) |
Stock units forfeited (in shares) | (15,565,375) |
Unvested balances at end of period (in shares) | 7,754,822 |
Weighted-Average Grant Date Fair Value Per Share | |
Unvested balances at beginning of period (in dollars per share) | $ / shares | $ 31.02 |
Stock units granted (in dollars per share) | $ / shares | 21.84 |
Stock units vested (in dollars per share) | $ / shares | 25.38 |
Stock units forfeited (in dollars per share) | $ / shares | 25.40 |
Unvested balances at end of period (in dollars per share) | $ / shares | $ 19.69 |
Aggregate Intrinsic Value (in thousands) | |
Unvested balances at end of period | $ | $ 110,041 |
Weighted-Average Remaining Contractual Term (in years) | |
Unvested balances at end of period | 1 year 3 months 18 days |
2021 Separation Modification | |
Number of Units Outstanding | |
Stock units granted (in shares) | 16,500,760 |
Stock units forfeited (in shares) | (13,706,082) |
Stockholders_ Equity and Sto_13
Stockholders’ Equity and Stock-Based Compensation - Restricted Stock Units, Narrative (Details) - Restricted Stock Units (RSUs) - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of restricted stock units vested | $ 56.6 | $ 51.2 | $ 28.6 |
Compensation expense not yet recognized | $ 121.1 | ||
Recognition period of stock-based compensation expense | 2 years 7 months 6 days | ||
Shares paid for tax withholding for share based compensation (in shares) | 520 | 317 | 193 |
Additional Paid-in Capital | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee withholding tax obligations for share-based compensation | $ 14 | $ 12.1 | $ 7.3 |
Stockholders_ Equity and Sto_14
Stockholders’ Equity and Stock-Based Compensation - Employee Stock Purchase Plan (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 58,763,000 | $ 63,153,000 | $ 28,311,000 | |
ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock reserved for future issuance (in shares) | 5,397,283 | |||
Maximum stock purchase, percentage of compensation | 20.00% | |||
Offering period length | 6 months | |||
Purchase price of common stock, percent of market value | 85.00% | |||
Maximum value of common stock purchase, per year | $ 25,000 | |||
Stock-based compensation expense | $ 1,500,000 | $ 1,500,000 | $ 700,000 |
Earnings (Loss) Per Share - Rec
Earnings (Loss) Per Share - Reconciliation of Shares in the Calculation of Basic and Diluted Earnings Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net income (loss) from continuing operations | |||||||||||
Net income (loss) from continuing operations | $ (21,885) | $ 1,080 | $ (21,885) | $ (21,780) | $ 126,830 | $ 2,443 | $ (1,897) | $ (11,312) | $ (64,470) | $ 116,064 | $ (25,057) |
Net income from discontinued operations | (1,760) | (10,059) | 10,261 | 14,620 | 5,883 | 10,059 | 14,742 | 11,727 | 13,062 | 42,411 | 43,699 |
Net income (loss) | (51,408) | 158,475 | 18,642 | ||||||||
Dividends on unvested restricted stock | (160) | 0 | 0 | ||||||||
Earnings allocated to unvested restricted stock | 0 | (967) | (201) | ||||||||
Net income (loss) from continuing operations available to common stockholders | (21,885) | 920 | (21,885) | (21,780) | 126,172 | 2,430 | (1,886) | (11,220) | (64,630) | 115,356 | (24,786) |
Net income from discontinued operations available to common stockholders | $ (1,760) | $ (10,059) | $ 10,261 | $ 14,620 | $ 5,853 | $ 10,003 | $ 14,658 | $ 11,632 | $ 13,062 | $ 42,152 | $ 43,227 |
Denominator: | |||||||||||
Weighted-average common shares outstanding used in computing basic earnings (loss) per share (in shares) | 158,960 | 158,202 | 157,854 | 157,123 | 156,060 | 155,447 | 155,122 | 154,469 | 158,040 | 155,277 | 153,384 |
Add dilutive impact of employee equity plans (in shares) | 0 | 2,505 | 0 | ||||||||
Weighted-average shares used in computing diluted net earnings per share (in shares) | 158,960 | 160,328 | 157,854 | 157,123 | 158,899 | 158,361 | 155,122 | 154,469 | 158,040 | 157,782 | 153,384 |
Earnings (Loss) Per Share - Wei
Earnings (Loss) Per Share - Weighted Average Outstanding Shares of Common Stock Equivalents Excluded (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Total anti-dilutive shares (in shares) | 6,476 | 5,122 | 6,914 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Costs of Retirement Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Employee benefit plan expense | $ 4,925 | $ 4,198 | $ 4,050 |
Related Party Transactions (Det
Related Party Transactions (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Software agreement, term | 2 years |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||||||||||
U.S. | $ (130,395) | $ (40,945) | $ (916) | ||||||||
International | 33,456 | 16,843 | (27,286) | ||||||||
Loss before income taxes | $ (28,032) | $ (18,241) | $ (24,006) | $ (26,660) | $ (14,741) | $ 3,948 | $ (1,039) | $ (12,270) | $ (96,939) | $ (24,102) | $ (28,202) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ (861) | $ 22,719 | $ 28,545 |
State | 1,516 | 6,168 | 2,616 |
International | (1,623) | 10,282 | (648) |
Total current income tax expense (benefit) | (968) | 39,169 | 30,513 |
Deferred: | |||
Federal | (30,738) | (31,460) | (29,920) |
State | (3,419) | (925) | (3,599) |
International | 2,656 | (146,950) | (139) |
Total deferred income tax expense (benefit) | (31,501) | (179,335) | (33,658) |
Total income tax expense (benefit) | $ (32,469) | $ (140,166) | $ (3,145) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Expense (benefit) derived by applying the federal statutory income tax rate to income (loss) before income taxes | $ (20,474) | $ (5,061) | $ (5,922) |
State taxes, net of federal benefit | (2,530) | 3,753 | (1,541) |
Permanent items | 406 | 317 | (840) |
Global intangible low-taxed income | 0 | 722 | 0 |
Foreign-derived intangible income | (514) | (1,112) | (858) |
Base erosion and anti-abuse tax | 2,297 | 0 | 0 |
Research and experimentation tax credits | (3,438) | 1,282 | (270) |
Withholding tax | 2,870 | 2,914 | 2,961 |
Foreign Tax Credits | (1,269) | (5,789) | 0 |
Discrete tax benefit due to IP Transfer | 0 | (138,199) | 0 |
Valuation allowance | (358) | 3,714 | 5,181 |
Stock-based compensation | 1,510 | 1,162 | (954) |
Effect of foreign operations | (10,969) | (3,869) | (902) |
Total income tax expense (benefit) | $ (32,469) | $ (140,166) | $ (3,145) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax asset resulting from IP Transfer | $ 138,200 | |
Valuation allowance | $ 11,936 | 14,481 |
Undistributed earnings of certain foreign subsidiaries | 550,900 | |
Unrecognized tax benefits, income tax penalties and interest accrued | 3,100 | 5,100 |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 53,000 | 67,500 |
Operating loss carryforwards, subject to limitations | 10,800 | 22,600 |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 133,000 | 104,900 |
Foreign Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 27,800 | 43,300 |
Research Tax Credit Carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward | 700 | 700 |
Research Tax Credit Carryforward | Foreign Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward | $ 3,300 | $ 300 |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Amounts (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Allowance for credit losses | $ 180 | $ 814 |
Net operating loss | 22,695 | 29,149 |
Research and experimentation credits | 8,529 | 3,333 |
Stock-based compensation | 10,205 | 8,144 |
Intangibles | 94,546 | 69,932 |
Interest | 6,293 | 0 |
Deferred revenue | 4,234 | 2,696 |
Unrealized exchange gain | 216 | 0 |
States | 269 | 0 |
Leases | 17,721 | 21,165 |
Other credits | 3,238 | 2,895 |
Total deferred tax assets | 168,126 | 138,128 |
Valuation allowance | (11,936) | (14,481) |
Deferred tax assets, net of valuation allowance | 156,190 | 123,647 |
Deferred tax liabilities: | ||
Property and equipment | 3,399 | 4,367 |
Prepaid expenses | 2,973 | 1,250 |
Debt costs | 4,193 | 5,788 |
Foreign royalty | 104 | 767 |
Leases | 14,467 | 17,346 |
Unremitted foreign earnings | 0 | 600 |
Unrealized exchange loss | 0 | 336 |
Accrued expenses | 3,810 | 619 |
Total deferred tax liabilities | 28,946 | 31,073 |
Net deferred tax asset | $ 127,244 | $ 92,574 |
Income Taxes - Schedule of Gros
Income Taxes - Schedule of Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||||
Gross unrecognized tax benefits | $ 17,943 | $ 27,439 | $ 25,481 | $ 19,622 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits, Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance, beginning of year | $ 27,439 | $ 25,481 | $ 19,622 |
Increases for tax positions related to the current year | 929 | 6,620 | 4,980 |
Decreases for tax positions related to the current year | 0 | 0 | 0 |
Increases for tax positions related to prior years | 0 | 761 | 995 |
Decreases for tax positions related to prior years | (4,402) | (1,933) | (116) |
Settlement with taxing authorities | 0 | 0 | 0 |
Reductions due to lapsed statute of limitations | (6,023) | (3,490) | 0 |
Balance, end of year | $ 17,943 | $ 27,439 | $ 25,481 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 2 Months Ended | 12 Months Ended | ||
Feb. 25, 2022USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Aug. 31, 2021action | |
Loss Contingencies [Line Items] | ||||
Loss contingency, number of shareholder derivative actions | action | 2 | |||
Loss contingency, receivable, additions | $ 15 | |||
Loss contingency, insured amount | 15 | |||
Loss contingency, receivable | 5 | |||
Loss contingency, receivable, proceeds | 10 | |||
Director and officer liability insurance | 50 | |||
Long-term purchase commitment, amount | $ 60 | |||
Long-term purchase commitment, period | 5 years | |||
Subsequent Event | ||||
Loss Contingencies [Line Items] | ||||
Long-term purchase commitment, amount | $ 75 | |||
Long-term purchase commitment, period | 5 years | |||
Cyber Incident | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency, pretax expenses | $ 49.1 | $ 3.5 | ||
Cyber Incident | Cost of Sales | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency, pretax expenses | 2.2 | 0.1 | ||
Cyber Incident | Selling and Marketing Expense | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency, pretax expenses | 1.6 | 0.3 | ||
Cyber Incident | General and Administrative Expense | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency, pretax expenses | $ 45.3 | $ 3.2 |
Operating Segments and Geogra_3
Operating Segments and Geographic Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Operating Segments and Geogra_4
Operating Segments and Geographic Information - Schedule of Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $ 186,717 | $ 181,271 | $ 176,788 | $ 173,856 | $ 185,549 | $ 184,818 | $ 172,665 | $ 173,738 | $ 718,632 | $ 716,770 | $ 669,103 |
United States, country of domicile | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 469,791 | 480,957 | 447,439 | ||||||||
International | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $ 248,841 | $ 235,813 | $ 221,664 |
Operating Segments and Geogra_5
Operating Segments and Geographic Information - Schedule of Long-lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets, net | $ 29,722 | $ 39,059 |
United States, country of domicile | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets, net | 21,841 | 28,640 |
Philippines | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets, net | 4,427 | 5,675 |
All other international | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets, net | $ 3,454 | $ 4,744 |
Quarterly Results of Operatio_3
Quarterly Results of Operations (Unaudited) - Quarterly Financial Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 186,717 | $ 181,271 | $ 176,788 | $ 173,856 | $ 185,549 | $ 184,818 | $ 172,665 | $ 173,738 | $ 718,632 | $ 716,770 | $ 669,103 |
Gross profit | 129,429 | 123,440 | 120,962 | 117,785 | 130,280 | 131,891 | 121,381 | 121,775 | 491,616 | 505,327 | 470,969 |
Income (loss) before income taxes | (28,032) | (18,241) | (24,006) | (26,660) | (14,741) | 3,948 | (1,039) | (12,270) | (96,939) | (24,102) | (28,202) |
Net income (loss) from continuing operations | (21,885) | 1,080 | (21,885) | (21,780) | 126,830 | 2,443 | (1,897) | (11,312) | (64,470) | 116,064 | (25,057) |
Net income from discontinued operations | (1,760) | (10,059) | 10,261 | 14,620 | 5,883 | 10,059 | 14,742 | 11,727 | 13,062 | 42,411 | 43,699 |
Net income (loss) from continuing operations available to common stockholders | (21,885) | 920 | (21,885) | (21,780) | 126,172 | 2,430 | (1,886) | (11,220) | (64,630) | 115,356 | (24,786) |
Net income (loss) from discontinued operations available to common stockholders | $ (1,760) | $ (10,059) | $ 10,261 | $ 14,620 | $ 5,853 | $ 10,003 | $ 14,658 | $ 11,632 | $ 13,062 | $ 42,152 | $ 43,227 |
Basic earnings income (loss) from continuing operations per share (in dollars per share) | $ (0.14) | $ 0.01 | $ (0.14) | $ (0.14) | $ 0.81 | $ 0.02 | $ (0.01) | $ (0.07) | $ (0.41) | $ 0.74 | $ (0.16) |
Basic earnings income (loss) from discontinued operations per share (in dollars per share) | (0.01) | (0.06) | 0.07 | 0.09 | 0.04 | 0.06 | 0.09 | 0.08 | 0.08 | 0.27 | 0.28 |
Diluted earnings income (loss) from continuing operations per share (in dollars per share) | (0.14) | 0.01 | (0.14) | (0.14) | 0.79 | 0.02 | (0.01) | (0.07) | (0.41) | 0.73 | (0.16) |
Diluted earnings income (loss) from discontinued operations per share (in dollars per share) | $ (0.01) | $ (0.06) | $ 0.07 | $ 0.09 | $ 0.04 | $ 0.06 | $ 0.09 | $ 0.08 | $ 0.08 | $ 0.27 | $ 0.28 |
Shares used in computation of basic income (loss) per share (in shares) | 158,960 | 158,202 | 157,854 | 157,123 | 156,060 | 155,447 | 155,122 | 154,469 | 158,040 | 155,277 | 153,384 |
Shares used in computation of diluted income (loss) per share (in shares) | 158,960 | 160,328 | 157,854 | 157,123 | 158,899 | 158,361 | 155,122 | 154,469 | 158,040 | 157,782 | 153,384 |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for doubtful accounts, customers and other | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning Balance | $ 1,985 | $ 2,021 | $ 2,033 |
Additions (Charge to Expense) | 23 | 1,187 | 0 |
Deductions (Write-offs, net of Recoveries) | 1,532 | 1,223 | 12 |
Ending Balance | 476 | 1,985 | 2,021 |
Tax valuation allowances | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning Balance | 14,481 | 9,923 | 1,775 |
Additions (Charge to Expense) | 0 | 4,558 | 8,148 |
Deductions (Write-offs, net of Recoveries) | 2,545 | 0 | 0 |
Ending Balance | $ 11,936 | $ 14,481 | $ 9,923 |
Uncategorized Items - swi-20211
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2014-09 [Member] |