Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 03, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-38711 | |
Entity Registrant Name | SolarWinds Corp | |
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, $0.001 par value | |
Trading Symbol | SWI | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 165,845,600 | |
Entity Central Index Key | 0001739942 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 232,231 | $ 121,738 |
Short-term investments | 2,979 | 27,114 |
Accounts receivable, net of allowances of $1,210 and $1,173 as of September 30, 2023 and December 31, 2022, respectively | 91,399 | 100,204 |
Income tax receivable | 1,133 | 987 |
Prepaid and other current assets | 33,354 | 57,350 |
Total current assets | 361,096 | 307,393 |
Property and equipment, net | 20,387 | 26,634 |
Operating lease assets | 45,015 | 61,418 |
Deferred taxes | 133,072 | 134,922 |
Goodwill | 2,371,756 | 2,380,059 |
Intangible assets, net | 196,517 | 243,980 |
Other assets, net | 49,829 | 45,600 |
Total assets | 3,177,672 | 3,200,006 |
Current liabilities: | ||
Accounts payable | 8,996 | 14,045 |
Accrued liabilities and other | 45,260 | 68,284 |
Current operating lease liabilities | 14,941 | 15,005 |
Accrued interest payable | 627 | 579 |
Income taxes payable | 25,173 | 11,841 |
Current portion of deferred revenue | 328,071 | 337,541 |
Current debt obligation | 12,450 | 9,338 |
Total current liabilities | 435,518 | 456,633 |
Long-term liabilities: | ||
Deferred revenue, net of current portion | 41,583 | 38,945 |
Non-current deferred taxes | 7,017 | 8,582 |
Non-current operating lease liabilities | 52,233 | 59,235 |
Other long-term liabilities | 54,995 | 74,193 |
Long-term debt, net of current portion | 1,191,378 | 1,192,765 |
Total liabilities | 1,782,724 | 1,830,353 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value: 1,000,000,000 shares authorized and 165,818,155 and 161,928,532 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 166 | 162 |
Preferred stock, $0.001 par value: 50,000,000 shares authorized and no shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 0 | 0 |
Additional paid-in capital | 2,672,036 | 2,627,370 |
Accumulated other comprehensive loss | (58,956) | (48,114) |
Accumulated deficit | (1,218,298) | (1,209,765) |
Total stockholders’ equity | 1,394,948 | 1,369,653 |
Total liabilities and stockholders’ equity | $ 3,177,672 | $ 3,200,006 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Allowance for credit loss, accounts receivable | $ 1,210 | $ 1,173 |
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) | 165,818,155 | 161,928,532 |
Common stock, outstanding (in shares) | 165,818,155 | 161,928,532 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue: | ||||
Total revenue | $ 189,591 | $ 179,396 | $ 560,601 | $ 532,298 |
Cost of revenue: | ||||
Cost of recurring revenue | 17,957 | 16,563 | 54,884 | 49,854 |
Amortization of acquired technologies | 3,412 | 3,628 | 10,273 | 24,503 |
Total cost of revenue | 21,369 | 20,191 | 65,157 | 74,357 |
Gross profit | 168,222 | 159,205 | 495,444 | 457,941 |
Operating expenses: | ||||
Sales and marketing | 59,675 | 64,813 | 185,429 | 190,472 |
Research and development | 27,308 | 22,562 | 75,180 | 68,092 |
General and administrative | 31,101 | 42,558 | 91,120 | 116,505 |
Amortization of acquired intangibles | 11,613 | 13,045 | 36,712 | 39,387 |
Goodwill impairment | 0 | 278,706 | 0 | 891,101 |
Total operating expenses | 129,697 | 421,684 | 388,441 | 1,305,557 |
Operating income (loss) | 38,525 | (262,479) | 107,003 | (847,616) |
Other income (expense): | ||||
Interest expense, net | (29,314) | (23,181) | (87,338) | (57,669) |
Other income (expense), net | (121) | (2,418) | (197) | (1,861) |
Total other expense | (29,435) | (25,599) | (87,535) | (59,530) |
Income (loss) before income taxes | 9,090 | (288,078) | 19,468 | (907,146) |
Income tax expense | 12,262 | 4,141 | 28,001 | 11,856 |
Net loss | (3,172) | (292,219) | (8,533) | (919,002) |
Net loss available to common stockholders | (3,172) | (292,219) | (8,533) | (919,002) |
Net loss available to common stockholders | $ (3,172) | $ (292,219) | $ (8,533) | $ (919,002) |
Net loss available to common stockholders per share: | ||||
Basic loss per share (in dollars per share) | $ (0.02) | $ (1.81) | $ (0.05) | $ (5.72) |
Diluted loss per share (in dollars per share) | $ (0.02) | $ (1.81) | $ (0.05) | $ (5.72) |
Weighted-average shares used to compute net loss available to common stockholders per share: | ||||
Shares used in computation of basic loss per share (in shares) | 165,275 | 161,111 | 164,089 | 160,545 |
Shares used in computation of diluted loss per share (in shares) | 165,275 | 161,111 | 164,089 | 160,545 |
Recurring Revenue | ||||
Revenue: | ||||
Total revenue | $ 175,179 | $ 156,629 | $ 513,459 | $ 461,823 |
Subscription | ||||
Revenue: | ||||
Total revenue | 58,764 | 42,248 | 166,510 | 117,975 |
Cost of revenue: | ||||
Amortization of acquired technologies | 2,488 | 2,711 | 7,503 | 8,182 |
Maintenance | ||||
Revenue: | ||||
Total revenue | 116,415 | 114,381 | 346,949 | 343,848 |
License | ||||
Revenue: | ||||
Total revenue | 14,412 | 22,767 | 47,142 | 70,475 |
Cost of revenue: | ||||
Amortization of acquired technologies | $ 924 | $ 917 | $ 2,770 | $ 16,321 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (3,172) | $ (292,219) | $ (8,533) | $ (919,002) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (18,393) | (43,534) | (10,960) | (114,099) |
Unrealized gains (losses) on investments, net of income tax expense (benefit) of $— and $(23) for the three months ended September 30, 2023 and 2022, respectively, and $31 and $(57) for the nine months ended September 30, 2023 and 2022, respectively | (2) | (62) | 118 | (214) |
Other comprehensive loss | (18,395) | (43,596) | (10,842) | (114,313) |
Comprehensive loss | $ (21,567) | $ (335,815) | $ (19,375) | $ (1,033,315) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Tax expense (benefit) on unrealized gains (losses) on investments | $ 0 | $ (23) | $ 31 | $ (57) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 159,176,000 | ||||
Balance at beginning of period at Dec. 31, 2021 | $ 2,287,896 | $ 159 | $ 2,566,783 | $ 1,306 | $ (280,352) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Foreign currency translation adjustment | (114,099) | ||||
Unrealized (loss) gain on investments, net of taxes | (214) | (214) | |||
Net loss | (919,002) | (919,002) | |||
Comprehensive loss | (1,033,315) | ||||
Exercise of stock options (in shares) | 52,000 | ||||
Exercise of stock options | 58 | 58 | |||
Restricted stock units issued, net of shares withheld for taxes (in shares) | 1,738,000 | ||||
Restricted stock units issued, net of shares withheld for taxes | (9,083) | $ 2 | (9,085) | ||
Issuance of stock (in shares) | 61,000 | ||||
Issuance of stock | 236 | 236 | |||
Issuance of stock under employee stock purchase plan (in shares) | 312,000 | ||||
Issuance of stock under employee stock purchase plan | 3,151 | 3,151 | |||
Stock-based compensation | 51,522 | 51,522 | |||
Balance at end of period (in shares) at Sep. 30, 2022 | 161,339,000 | ||||
Balance at end of period at Sep. 30, 2022 | 1,300,465 | $ 161 | 2,612,665 | (113,007) | (1,199,354) |
Balance at beginning of period (in shares) at Jun. 30, 2022 | 160,871,000 | ||||
Balance at beginning of period at Jun. 30, 2022 | 1,617,807 | $ 161 | 2,594,192 | (69,411) | (907,135) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Foreign currency translation adjustment | (43,534) | (43,534) | |||
Unrealized (loss) gain on investments, net of taxes | (62) | (62) | |||
Net loss | (292,219) | (292,219) | |||
Comprehensive loss | (335,815) | ||||
Exercise of stock options (in shares) | 18,000 | ||||
Exercise of stock options | 21 | 21 | |||
Restricted stock units issued, net of shares withheld for taxes (in shares) | 284,000 | ||||
Restricted stock units issued, net of shares withheld for taxes | (1,201) | (1,201) | |||
Issuance of stock (in shares) | 4,000 | ||||
Issuance of stock | 9 | 9 | |||
Issuance of stock under employee stock purchase plan (in shares) | 162,000 | ||||
Issuance of stock under employee stock purchase plan | 1,398 | 1,398 | |||
Stock-based compensation | 18,246 | 18,246 | |||
Balance at end of period (in shares) at Sep. 30, 2022 | 161,339,000 | ||||
Balance at end of period at Sep. 30, 2022 | $ 1,300,465 | $ 161 | 2,612,665 | (113,007) | (1,199,354) |
Balance at beginning of period (in shares) at Dec. 31, 2022 | 161,928,532 | 161,929,000 | |||
Balance at beginning of period at Dec. 31, 2022 | $ 1,369,653 | $ 162 | 2,627,370 | (48,114) | (1,209,765) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Foreign currency translation adjustment | (10,960) | (10,960) | |||
Unrealized (loss) gain on investments, net of taxes | 118 | 118 | |||
Net loss | (8,533) | (8,533) | |||
Comprehensive loss | (19,375) | ||||
Exercise of stock options (in shares) | 123,000 | ||||
Exercise of stock options | 114 | 114 | |||
Restricted stock units issued, net of shares withheld for taxes (in shares) | 3,346,000 | ||||
Restricted stock units issued, net of shares withheld for taxes | (14,696) | $ 4 | (14,700) | ||
Issuance of stock (in shares) | 3,000 | ||||
Issuance of stock | 18 | 18 | |||
Issuance of stock under employee stock purchase plan (in shares) | 417,000 | ||||
Issuance of stock under employee stock purchase plan | 3,377 | 3,377 | |||
Stock-based compensation | $ 55,857 | 55,857 | |||
Balance at end of period (in shares) at Sep. 30, 2023 | 165,818,155 | 165,818,000 | |||
Balance at end of period at Sep. 30, 2023 | $ 1,394,948 | $ 166 | 2,672,036 | (58,956) | (1,218,298) |
Balance at beginning of period (in shares) at Jun. 30, 2023 | 164,711,000 | ||||
Balance at beginning of period at Jun. 30, 2023 | 1,398,656 | $ 165 | 2,654,178 | (40,561) | (1,215,126) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Foreign currency translation adjustment | (18,393) | (18,393) | |||
Unrealized (loss) gain on investments, net of taxes | (2) | (2) | |||
Net loss | (3,172) | (3,172) | |||
Comprehensive loss | (21,567) | ||||
Exercise of stock options (in shares) | 2,000 | ||||
Exercise of stock options | 2 | 2 | |||
Restricted stock units issued, net of shares withheld for taxes (in shares) | 886,000 | ||||
Restricted stock units issued, net of shares withheld for taxes | (4,529) | $ 1 | (4,530) | ||
Issuance of stock under employee stock purchase plan (in shares) | 219,000 | ||||
Issuance of stock under employee stock purchase plan | 1,666 | 1,666 | |||
Stock-based compensation | $ 20,720 | 20,720 | |||
Balance at end of period (in shares) at Sep. 30, 2023 | 165,818,155 | 165,818,000 | |||
Balance at end of period at Sep. 30, 2023 | $ 1,394,948 | $ 166 | $ 2,672,036 | $ (58,956) | $ (1,218,298) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (8,533) | $ (919,002) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 62,810 | 74,107 |
Goodwill and indefinite-lived intangible asset impairment | 0 | 906,350 |
Provision for losses on accounts receivable | 300 | 612 |
Stock-based compensation expense | 55,103 | 50,599 |
Amortization of debt issuance costs | 8,050 | 6,794 |
Loss on extinguishment of debt | 0 | 1,930 |
Deferred taxes | (1,532) | (10,019) |
Gain on foreign currency exchange rates | (614) | (898) |
Lease impairment charges | 11,685 | 0 |
Other non-cash expenses (benefit) | 359 | (220) |
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in business combinations: | ||
Accounts receivable | 7,908 | (2,326) |
Income taxes receivable | (171) | 4 |
Prepaid and other assets | 24,057 | (20,319) |
Accounts payable | (5,020) | 2,385 |
Accrued liabilities and other | (25,125) | 18,964 |
Accrued interest payable | 47 | 108 |
Income taxes payable | (6,024) | (6,398) |
Deferred revenue | (5,211) | 4,017 |
Other long-term liabilities | 100 | 38 |
Net cash provided by operating activities | 118,189 | 106,726 |
Cash flows from investing activities | ||
Purchases of investments | (3,948) | (67,133) |
Maturities of investments | 27,535 | 16,000 |
Purchases of property and equipment | (3,000) | (5,570) |
Purchases of intangible assets | (10,404) | (11,099) |
Acquisitions, net of cash acquired | 0 | (6,500) |
Other investing activities | 564 | 176 |
Net cash provided by (used in) investing activities | 10,747 | (74,126) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock under employee stock purchase plan | 3,377 | 3,151 |
Repurchase of common stock and incentive restricted stock | (14,696) | (9,123) |
Exercise of stock options | 114 | 58 |
Repayments of borrowings from credit agreement | (6,226) | (314,925) |
Net cash used in financing activities | (17,431) | (320,839) |
Effect of exchange rate changes on cash and cash equivalents | (1,012) | (2,216) |
Net increase (decrease) in cash and cash equivalents | 110,493 | (290,455) |
Cash and cash equivalents | ||
Beginning of period | 121,738 | 732,116 |
End of period | 232,231 | 441,661 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 83,308 | 54,629 |
Cash paid for income taxes | $ 32,477 | $ 25,177 |
Organization and Nature of Oper
Organization and Nature of Operations | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Organization and Nature of OperationsSolarWinds Corporation, a Delaware corporation, and its subsidiaries (“Company,” “we,” “us” and “our”) is a leading provider of simple, powerful and secure observability and information technology, or IT, management software. Our solutions are designed to give organizations worldwide, regardless of type, size or complexity, the power to optimize performance of their IT environments, no matter where they are in their digital transformation journeys. Our business is focused on building products designed to enable technology professionals and leaders to securely monitor and manage the performance of their IT environments, whether they be on-premises, in the cloud or in hybrid deployments. Our approach has enabled us to serve the entire IT market and our customers include network and systems engineers, database administrators, storage administrators, DevOps, SecOps and service desk professionals. We sell our products for use in organizations across industries ranging in size from very small businesses to large enterprises. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies We prepared our interim condensed consolidated financial statements in conformity with United States of America generally accepted accounting principles ("GAAP"), and the reporting regulations of the Securities and Exchange Commission (the "SEC"). They do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying condensed 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. The interim financial information is unaudited, but reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. This interim information should be read in conjunction with the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022. Use of Estimates The preparation of financial statements in conformity with 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 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. Recently Issued Accounting Pronouncements During the nine months ended September 30, 2023, there have been no recently issued accounting pronouncements that are expected to have a material impact to our financial position, results of operations or cash flows. Goodwill Our goodwill was derived from the take private transaction in early 2016 ("Take Private") and acquisitions where the purchase price exceeded the fair value of the net identifiable assets acquired. Goodwill is tested for impairment at least annually during the fourth quarter or more frequently if events or circumstances indicate it is more likely than not that the fair value of our reporting unit is less than its carrying value. During the year ended December 31, 2022, we experienced declines in our market capitalization and after considering the impact of current macroeconomic conditions on the assumptions used in determining the fair value of our reporting unit, determined it appropriate to perform interim quantitative assessments of our reporting unit as of June 30, 2022 and September 30, 2022. As a result of the interim goodwill impairment analyses, our reporting unit was determined to have a carrying value that exceeded its fair value and therefore, we recorded non-cash goodwill impairment charges of $612.4 million and $278.7 million for the three months ended June 30, 2022 and September 30, 2022, respectively. Throughout the period since the quantitative assessment on September 30, 2022, there have been no unanticipated changes or negative indicators in the qualitative factors or valuation assumptions that would negatively impact the fair value of our reporting unit. As such, we determined there were no indicators of impairment and that it was more likely than not that the fair value of our reporting unit was greater than its carrying value at September 30, 2023. 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) volatility in the equity and debt markets or other macroeconomic factors, (ii) an increase in the weighted-average cost of capital due to further increases in interest rates, (iii) timing and success of new products introduced in our evolution from monitoring to observability, (iv) the ongoing impact of the Cyber Incident including a decrease in future cash flows due to lower than expected license sales or maintenance renewals, higher than expected customer attrition, higher than estimated costs to respond and adverse loss exposure from claims, fines or penalties resulting from government investigations and litigation; and (v) fluctuations in foreign currency exchange rates that may negatively impact our reported results of operations. Accordingly, if our current cash flow assumptions are not realized, we experience further sustained declines in our stock price or market capitalization, or there are further declines in the market multiplies used in our analysis, it is possible that an additional impairment charge may be recorded in the future, which could be material. 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. We determine the fair value of our available-for-sale securities based on inputs obtained from multiple pricing vendors, who may use quoted prices in active markets for identical assets (Level 1 inputs) or inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs) in determining fair value. However, we classify all of our available-for-sale securities as being valued using Level 2 inputs. The valuation techniques used to determine the fair value of our financial instruments having Level 2 inputs are derived from unadjusted, non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments, or pricing models. Our procedures include controls to ensure that appropriate fair values are recorded by a review of the valuation methods and assumptions. See Note 5. 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. Accumulated Other Comprehensive Income (Loss) Changes in accumulated other comprehensive income (loss) by component are summarized below: Foreign Currency Unrealized Gain (Loss) on Investments, Accumulated Other Comprehensive (in thousands) Balance at December 31, 2022 $ (47,996) $ (118) $ (48,114) Other comprehensive gain (loss) before reclassification (10,960) 118 (10,842) Amount reclassified from accumulated other comprehensive income (loss) — — — Net current period other comprehensive income (loss) (10,960) 118 (10,842) Balance at September 30, 2023 $ (58,956) $ — $ (58,956) Deferred Revenue Details of our total deferred revenue balance are as follow s: Total Deferred Revenue (in thousands) Balance at December 31, 2022 $ 376,486 Deferred revenue recognized (396,026) Additional amounts deferred 389,194 Balance at September 30, 2023 $ 369,654 We expect to recognize revenue related to these remaining performance obligations as of September 30, 2023 as follows: Revenue Recognition Expected by Period Total Less than 1-3 years More than (in thousands) Expected recognition of deferred revenue $ 369,654 $ 328,071 $ 40,656 $ 927 Deferred Commissions Details of our deferred commissions balance are as follow s: Deferred Commissions (in thousands) Balance at December 31, 2022 $ 22,540 Commissions capitalized 6,773 Amortization recognized (6,222) Balance at September 30, 2023 $ 23,091 September 30, December 31, 2023 2022 (in thousands) Classified as: Current $ 7,624 $ 6,936 Non-current 15,467 15,604 Total deferred commissions $ 23,091 $ 22,540 Leases During the nine months ended September 30, 2023, as part of our ongoing efforts to align our office lease arrangements with our anticipated operating needs, we exited certain leased facilities and recognized impairment charges for the related operating lease assets of $11.7 million, which are included in general and administrative expense. Cost of Revenue Amortization of Acquired Technologies. Amortization of acquired technologies included in cost of revenue relate to our licensed products and subscription offerings as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Amortization of acquired license technologies $ 924 $ 917 $ 2,770 $ 16,321 Amortization of acquired subscription technologies 2,488 2,711 7,503 8,182 Total amortization of acquired technologies $ 3,412 $ 3,628 $ 10,273 $ 24,503 |
Investments
Investments | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Our short-term investments as of September 30, 2023 and December 31, 2022 consist of available-for-sale securities, such as U.S. Treasury securities, corporate bonds, commercial paper and asset-backed securities. The following table summarizes our short-term investments: September 30, 2023 Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) Short-term investments: Available-for-sale securities: U.S. Treasury securities $ 2,979 $ — $ — $ 2,979 Total short-term investments $ 2,979 $ — $ — $ 2,979 December 31, 2022 Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) Short-term investments: Available-for-sale securities: U.S. Treasury securities $ 6,013 $ — $ (43) $ 5,970 Corporate bonds 19,887 — (105) 19,782 Commercial paper 798 — — 798 Asset-backed securities 565 — (1) 564 Total short-term investments $ 27,263 $ — $ (149) $ 27,114 The following table summarizes the fair value of our available-for-sale securities with unrealized losses aggregated by type of investment instrument and length of time those securities have been in a continuous unrealized loss position: December 31, 2022 Less Than 12 Months 12 Months or Greater Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses (in thousands) As of December 31, 2022 U.S. Treasury securities $ 5,970 $ (43) $ — $ — $ 5,970 $ (43) Corporate bonds 19,782 (105) — — 19,782 (105) Asset-backed securities 564 (1) — — 564 (1) $ 26,316 $ (149) $ — $ — $ 26,316 $ (149) The following table summarizes the contractual underlying maturities of our available-for-sale securities: September 30, 2023 Cost Fair Value (in thousands) Due in one year or less $ 2,979 $ 2,979 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The following table reflects the changes in goodwill for the nine months ended September 30, 2023: (in thousands) Balance at December 31, 2022 $ 2,380,059 Foreign currency translation (8,303) Balance at September 30, 2023 $ 2,371,756 As of September 30, 2023, the accumulated goodwill impairment on our condensed consolidated balance sheet was $891.1 million. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 and December 31, 2022. There have been no transfers between fair value measurement levels during the nine months ended September 30, 2023. Fair Value Measurements at September 30, 2023 Using Quoted Prices in Significant Significant Total (in thousands) Cash equivalents: Money market funds $ 178,821 $ — $ — $ 178,821 U.S. Treasury securities — 1,990 — 1,990 Commercial paper — 17,129 — 17,129 Total cash equivalents 178,821 19,119 — 197,940 Short-term investments: U.S. Treasury securities — 2,979 — 2,979 Total short-term investments — 2,979 — 2,979 Total assets $ 178,821 $ 22,098 $ — $ 200,919 Fair Value Measurements at December 31, 2022 Using Quoted Prices in Significant Significant Total (in thousands) Cash equivalents: Money market funds $ 48,833 $ — $ — $ 48,833 Total cash equivalents 48,833 — — 48,833 Short-term investments: U.S. Treasury bonds — 5,970 — 5,970 Corporate bonds — 19,782 — 19,782 Commercial paper — 798 — 798 Asset-backed securities — 564 — 564 Total short-term investments — 27,114 — 27,114 Total assets $ 48,833 $ 27,114 $ — $ 75,947 As of September 30, 2023 and December 31, 2022, 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 6. Debt for additional information regarding our debt. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes information relating to our debt: September 30, December 31, 2023 2022 Amount Effective Rate Amount Effective Rate (in thousands, except interest rates) Revolving credit facility $ — — % $ — — % First Lien Term Loan (as amended) due Feb 2027 1,238,775 9.07 % 1,245,000 8.32 % Total principal amount 1,238,775 1,245,000 Unamortized discount and debt issuance costs (34,947) (42,897) Total debt 1,203,828 1,202,103 Less: Current portion of long-term debt (12,450) (9,338) Total long-term debt $ 1,191,378 $ 1,192,765 Senior Secured First Lien Credit Facilities Our first lien credit agreement, as amended, or First Lien Credit Agreement, provides for senior secured first lien credit facilities, consisting of the following: • a $1.245 billion U.S. dollar term loan, or First Lien Term Loan, with a final maturity date of February 5, 2027; and • a $130.0 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 $112.5 million multicurrency tranche and (ii) a $17.5 million tranche available only in U.S. dollars, with a final maturity of the earlier of: November 23, 2027 or, in the event that there are more than $150.0 million of the First Lien Term Loan outstanding on the 91st day prior to maturity date of the first lien term loans, the 91st day prior to the maturity date of the First Lien Term Loan. Borrowings under our Revolving Credit Facility bear interest at a floating rate which is, at our option, either (1) a secured overnight financing rate (“SOFR”) rate for a specified interest period plus an applicable margin of 2.25% or (2) a base rate plus an applicable margin of 1.25%, respectively. The SOFR 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 SOFR rate for a specified interest period plus an applicable margin of 3.75% or (2) a base rate plus an applicable margin of 2.75%. The SOFR rate applicable to the First Lien Term Loan is subject to a “floor” of 0.0%. 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 SOFR rate plus 1.0% per annum. The First Lien Term Loan requires equal quarterly repayments equal to 0.25% of the 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 0.375% per annum of unused commitments under the Revolving Credit Facility. 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 September 30, 2023, we were in compliance with all covenants of the First Lien Credit Agreement. |
Loss Per Share
Loss Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share A reconciliation of the number of shares in the calculation of basic and diluted loss per share follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Basic loss per share Numerator: Net loss $ (3,172) $ (292,219) $ (8,533) $ (919,002) Earnings allocated to unvested restricted stock — — — — Net loss available to common stockholders $ (3,172) $ (292,219) $ (8,533) $ (919,002) Denominator: Weighted-average shares used in computing basic loss per share 165,275 161,111 164,089 160,545 Diluted loss per share Numerator: Net loss available to common stockholders $ (3,172) $ (292,219) $ (8,533) $ (919,002) Denominator: Weighted-average shares used in computing basic loss per share 165,275 161,111 164,089 160,545 Add dilutive impact of employee equity plans — — — — Weighted-average shares used in computing diluted loss per share 165,275 161,111 164,089 160,545 The following weighted-average outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share attributable to common stockholders for the periods presented because their effect would have been anti-dilutive or the performance condition had not been met at the end of the period: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Total anti-dilutive shares 14,024 12,185 14,056 11,449 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three months ended September 30, 2023 and 2022, we recorded income tax expense of $12.3 million and $4.1 million, respectively, resulting in an effective tax rate of 134.9% and (1.4)%, respectively. For the nine months ended September 30, 2023 and 2022, we recorded income tax expense of $28.0 million and $11.9 million, respectively, resulting in an effective tax rate of 143.8% and (1.3)%, respectively. The increase in the effective tax rates for the three and nine months ended September 30, 2023 compared to the same periods in 2022 was primarily due to the effect of the goodwill impairment recognized in 2022, which is primarily non-deductible for income tax purpose, as well as an increase in the valuation allowance resulting from deduction limitations associated with the U.S. Tax Cuts and Jobs Act of 2017, or U.S. Tax Act. Our policy is to include interest and penalties related to unrecognized tax benefits as a component of income tax expense. At September 30, 2023, we had accrued interest and penalties related to unrecognized tax benefits of approximately $4.6 million. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
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 We recorded pre-tax expenses (proceeds) related to the Cyber Incident as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Cost of recurring revenue $ — $ 6 $ — $ 169 Sales and marketing — — — 130 Research and development — — — 2 General and administrative 7,901 36,823 15,509 45,992 Total gross expenses related to the Cyber Incident 7,901 36,829 15,509 46,293 Less: proceeds received or expected to be received under our insurance coverage (5,000) (26,000) (19,798) (26,000) Total net expenses (proceeds) related to the Cyber Incident $ 2,901 $ 10,829 $ (4,289) $ 20,293 General and administrative expense is presented net of insurance proceeds received and expected insurance proceeds for costs we believe are reimbursable and probable of recovery in our condensed consolidated statements of operations. Expenses include costs to investigate and remediate the Cyber Incident, costs of lawsuits and investigations related thereto, including settlement costs, legal and other professional services, and consulting services provided to customers at no charge, which were expensed as incurred, as well as estimated loss contingencies. Litigation, Claims and Government Investigations As a result of the Cyber Incident, we are subject to multiple lawsuits and investigations. A consolidated putative class action lawsuit alleging violations of the federal securities laws was filed against us and certain of our current and former officers. The complainants sought certification of a class of all persons who purchased or otherwise acquired our securities between October 18, 2018 and December 17, 2020 and sought unspecified monetary damages, costs and attorneys’ fees. On October 28, 2022, the parties entered into a binding settlement term sheet with respect to the securities class action lawsuit and lead plaintiff filed the parties’ Stipulation and Agreement of Settlement with the court on December 8, 2022. On March 2, 2023, we paid $26 million to fund claims submitted by class members, the legal fees of plaintiffs’ counsel and the costs of administering the settlement. On July 28, 2023, the court held a final settlement hearing after which the court entered an order and final judgment approving the settlement. The settlement resolves all claims asserted against us and the other named defendants in connection with the class action litigation and contains provisions that the settlement does not constitute an admission, concession, or finding of any fault, liability, or wrongdoing of any kind by us or any defendant. The settlement sum was reimbursed entirely by applicable directors’ and officers’ liability insurance. In addition, two shareholder derivative actions were filed, purportedly on behalf of the Company, 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 Cyber Incident. On October 13, 2022, the Delaware Court of Chancery entered an order dismissing the case in that court with prejudice, and on May 17, 2023, the Supreme Court of the State of Delaware entered an order affirming the Delaware Court of Chancery’s judgment. On July 12, 2023, the United States District Court for the Western District of Texas entered a final judgment dismissing the case in that court without prejudice. In addition, there are several pending investigations and inquiries by U.S. regulatory authorities related to the Cyber Incident, including from the Department of Justice and the SEC. We are incurring, and in future periods expect to incur, costs and other expenses in connection with these investigations and inquiries. On October 30, 2023, the SEC filed a civil complaint, or the SEC Complaint, relating to the previously disclosed Wells Notices received by us and certain of our current and former executive officers and employees, in the United States District Court for the Southern District of New York naming us and our Chief Information Security Officer, or CISO, as defendants. The SEC Complaint alleges violations of the Exchange Act and the Securities Act relating to our cybersecurity disclosures and public statements, as well as our internal controls and disclosure controls and procedures. The SEC Complaint seeks permanent injunctions against the Company and our CISO, disgorgement of profits, civil penalties and a permanent officer-and-director bar against our CISO. We accrued an immaterial loss contingency related to the SEC investigation during the three months ended September 30, 2023. We maintain that our disclosures, public statements, controls and procedures were appropriate, and intend to continue to vigorously defend ourselves. The ultimate results of the action initiated by the SEC Complaint are unknown at this time. Nevertheless, in connection with the SEC Complaint and any resulting litigation, we could incur losses that could be material. The Company will continue to evaluate information as it becomes known and will adjust our estimate for losses or will record additional 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 the SEC Complaint 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 renews annually. 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, which renews annually. As of September 30, 2023, we received $40 million of proceeds from our directors and officers liability insurance and have a loss recovery asset of $10 million recorded for insurance proceeds deemed probable of recovery which is included in prepaid and other current assets in our condensed consolidated balance sheet. Indemnification In connection with the separation and distribution of our managed service provider (“N-able”) business into a newly created and separately traded public company, N-able, Inc. (“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 condensed consolidated financial statements as of September 30, 2023. 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Accounting | We prepared our interim condensed consolidated financial statements in conformity with United States of America generally accepted accounting principles ("GAAP"), and the reporting regulations of the Securities and Exchange Commission (the "SEC"). They do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying condensed 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.The interim financial information is unaudited, but reflects all normal adjustments that are, in our opinion, necessary to provide a fair statement of results for the interim periods presented. This interim information should be read in conjunction with the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022. |
Use of Estimates | The preparation of financial statements in conformity with 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 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 |
Recently Issued Accounting Pronouncements | During the nine months ended September 30, 2023, there have been no recently issued accounting pronouncements that are expected to have a material impact to our financial position, results of operations or cash flows. |
Goodwill | Our goodwill was derived from the take private transaction in early 2016 ("Take Private") and acquisitions where the purchase price exceeded the fair value of the net identifiable assets acquired. Goodwill is tested for impairment at least annually during the fourth quarter or more frequently if events or circumstances indicate it is more likely than not that the fair value of our reporting unit is less than its carrying value. During the year ended December 31, 2022, we experienced declines in our market capitalization and after considering the impact of current macroeconomic conditions on the assumptions used in determining the fair value of our reporting unit, determined it appropriate to perform interim quantitative assessments of our reporting unit as of June 30, 2022 and September 30, 2022. As a result of the interim goodwill impairment analyses, our reporting unit was determined to have a carrying value that exceeded its fair value and therefore, we recorded non-cash goodwill impairment charges of $612.4 million and $278.7 million for the three months ended June 30, 2022 and September 30, 2022, respectively. Throughout the period since the quantitative assessment on September 30, 2022, there have been no unanticipated changes or negative indicators in the qualitative factors or valuation assumptions that would negatively impact the fair value of our reporting unit. As such, we determined there were no indicators of impairment and that it was more likely than not that the fair value of our reporting unit was greater than its carrying value at September 30, 2023. 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) volatility in the equity and debt markets or other macroeconomic factors, (ii) an increase in the weighted-average cost of capital due to further increases in interest rates, (iii) timing and success of new products introduced in our evolution from monitoring to observability, (iv) the ongoing impact of the Cyber Incident including a decrease in future cash flows due to lower than expected license sales or maintenance renewals, higher than expected customer attrition, higher than estimated costs to respond and adverse loss exposure from claims, fines or penalties resulting from government investigations and litigation; and (v) fluctuations in foreign currency exchange rates that may negatively impact our reported results of operations. Accordingly, if our current cash flow assumptions are not realized, we experience further sustained declines in our stock price or market capitalization, or there are further declines in the market multiplies used in our analysis, it is possible that an additional impairment charge may be recorded in the future, which could be material. |
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. We determine the fair value of our available-for-sale securities based on inputs obtained from multiple pricing vendors, who may use quoted prices in active markets for identical assets (Level 1 inputs) or inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs) in determining fair value. However, we classify all of our available-for-sale securities as being valued using Level 2 inputs. The valuation techniques used to determine the fair value of our financial instruments having Level 2 inputs are derived from unadjusted, non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments, or pricing models. Our procedures include controls to ensure that appropriate fair values are recorded by a review of the valuation methods and assumptions. See Note 5. 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Changes in Accumulated Other Comprehensive Income (Loss) by Component | Changes in accumulated other comprehensive income (loss) by component are summarized below: Foreign Currency Unrealized Gain (Loss) on Investments, Accumulated Other Comprehensive (in thousands) Balance at December 31, 2022 $ (47,996) $ (118) $ (48,114) Other comprehensive gain (loss) before reclassification (10,960) 118 (10,842) Amount reclassified from accumulated other comprehensive income (loss) — — — Net current period other comprehensive income (loss) (10,960) 118 (10,842) Balance at September 30, 2023 $ (58,956) $ — $ (58,956) |
Details of Total Deferred Revenue Balance | Details of our total deferred revenue balance are as follow s: Total Deferred Revenue (in thousands) Balance at December 31, 2022 $ 376,486 Deferred revenue recognized (396,026) Additional amounts deferred 389,194 Balance at September 30, 2023 $ 369,654 |
Remaining Performance Obligations For Revenue Recognition | We expect to recognize revenue related to these remaining performance obligations as of September 30, 2023 as follows: Revenue Recognition Expected by Period Total Less than 1-3 years More than (in thousands) Expected recognition of deferred revenue $ 369,654 $ 328,071 $ 40,656 $ 927 |
Details of Contract Acquisition Cost | Details of our deferred commissions balance are as follow s: Deferred Commissions (in thousands) Balance at December 31, 2022 $ 22,540 Commissions capitalized 6,773 Amortization recognized (6,222) Balance at September 30, 2023 $ 23,091 September 30, December 31, 2023 2022 (in thousands) Classified as: Current $ 7,624 $ 6,936 Non-current 15,467 15,604 Total deferred commissions $ 23,091 $ 22,540 |
Amortization of Acquired Technologies | Amortization of Acquired Technologies. Amortization of acquired technologies included in cost of revenue relate to our licensed products and subscription offerings as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Amortization of acquired license technologies $ 924 $ 917 $ 2,770 $ 16,321 Amortization of acquired subscription technologies 2,488 2,711 7,503 8,182 Total amortization of acquired technologies $ 3,412 $ 3,628 $ 10,273 $ 24,503 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-Sale Securities Reconciliation | The following table summarizes our short-term investments: September 30, 2023 Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) Short-term investments: Available-for-sale securities: U.S. Treasury securities $ 2,979 $ — $ — $ 2,979 Total short-term investments $ 2,979 $ — $ — $ 2,979 December 31, 2022 Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) Short-term investments: Available-for-sale securities: U.S. Treasury securities $ 6,013 $ — $ (43) $ 5,970 Corporate bonds 19,887 — (105) 19,782 Commercial paper 798 — — 798 Asset-backed securities 565 — (1) 564 Total short-term investments $ 27,263 $ — $ (149) $ 27,114 |
Schedule of Available-for-Sale Securities in Continuous Unrealized Loss Position and Fair Value | The following table summarizes the fair value of our available-for-sale securities with unrealized losses aggregated by type of investment instrument and length of time those securities have been in a continuous unrealized loss position: December 31, 2022 Less Than 12 Months 12 Months or Greater Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses (in thousands) As of December 31, 2022 U.S. Treasury securities $ 5,970 $ (43) $ — $ — $ 5,970 $ (43) Corporate bonds 19,782 (105) — — 19,782 (105) Asset-backed securities 564 (1) — — 564 (1) $ 26,316 $ (149) $ — $ — $ 26,316 $ (149) |
Schedule of Investments Classified by Contractual Maturity Date | The following table summarizes the contractual underlying maturities of our available-for-sale securities: September 30, 2023 Cost Fair Value (in thousands) Due in one year or less $ 2,979 $ 2,979 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table reflects the changes in goodwill for the nine months ended September 30, 2023: (in thousands) Balance at December 31, 2022 $ 2,380,059 Foreign currency translation (8,303) Balance at September 30, 2023 $ 2,371,756 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 and December 31, 2022. There have been no transfers between fair value measurement levels during the nine months ended September 30, 2023. Fair Value Measurements at September 30, 2023 Using Quoted Prices in Significant Significant Total (in thousands) Cash equivalents: Money market funds $ 178,821 $ — $ — $ 178,821 U.S. Treasury securities — 1,990 — 1,990 Commercial paper — 17,129 — 17,129 Total cash equivalents 178,821 19,119 — 197,940 Short-term investments: U.S. Treasury securities — 2,979 — 2,979 Total short-term investments — 2,979 — 2,979 Total assets $ 178,821 $ 22,098 $ — $ 200,919 Fair Value Measurements at December 31, 2022 Using Quoted Prices in Significant Significant Total (in thousands) Cash equivalents: Money market funds $ 48,833 $ — $ — $ 48,833 Total cash equivalents 48,833 — — 48,833 Short-term investments: U.S. Treasury bonds — 5,970 — 5,970 Corporate bonds — 19,782 — 19,782 Commercial paper — 798 — 798 Asset-backed securities — 564 — 564 Total short-term investments — 27,114 — 27,114 Total assets $ 48,833 $ 27,114 $ — $ 75,947 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Debt | The following table summarizes information relating to our debt: September 30, December 31, 2023 2022 Amount Effective Rate Amount Effective Rate (in thousands, except interest rates) Revolving credit facility $ — — % $ — — % First Lien Term Loan (as amended) due Feb 2027 1,238,775 9.07 % 1,245,000 8.32 % Total principal amount 1,238,775 1,245,000 Unamortized discount and debt issuance costs (34,947) (42,897) Total debt 1,203,828 1,202,103 Less: Current portion of long-term debt (12,450) (9,338) Total long-term debt $ 1,191,378 $ 1,192,765 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Shares in Calculation of Basic and Diluted Loss Per Share | A reconciliation of the number of shares in the calculation of basic and diluted loss per share follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Basic loss per share Numerator: Net loss $ (3,172) $ (292,219) $ (8,533) $ (919,002) Earnings allocated to unvested restricted stock — — — — Net loss available to common stockholders $ (3,172) $ (292,219) $ (8,533) $ (919,002) Denominator: Weighted-average shares used in computing basic loss per share 165,275 161,111 164,089 160,545 Diluted loss per share Numerator: Net loss available to common stockholders $ (3,172) $ (292,219) $ (8,533) $ (919,002) Denominator: Weighted-average shares used in computing basic loss per share 165,275 161,111 164,089 160,545 Add dilutive impact of employee equity plans — — — — Weighted-average shares used in computing diluted loss per share 165,275 161,111 164,089 160,545 |
Weighted Average Shares Excluded From Computation of the Diluted Net Loss | The following weighted-average outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share attributable to common stockholders for the periods presented because their effect would have been anti-dilutive or the performance condition had not been met at the end of the period: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Total anti-dilutive shares 14,024 12,185 14,056 11,449 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Loss Contingencies Pre-Tax Expenses (Proceeds) | We recorded pre-tax expenses (proceeds) related to the Cyber Incident as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (in thousands) Cost of recurring revenue $ — $ 6 $ — $ 169 Sales and marketing — — — 130 Research and development — — — 2 General and administrative 7,901 36,823 15,509 45,992 Total gross expenses related to the Cyber Incident 7,901 36,829 15,509 46,293 Less: proceeds received or expected to be received under our insurance coverage (5,000) (26,000) (19,798) (26,000) Total net expenses (proceeds) related to the Cyber Incident $ 2,901 $ 10,829 $ (4,289) $ 20,293 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | |||||
Goodwill impairment | $ 0 | $ 278,706 | $ 612,400 | $ 0 | $ 891,101 |
Lease impairment charges | $ 11,685 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | $ 1,398,656 | $ 1,617,807 | $ 1,369,653 | $ 2,287,896 |
Other comprehensive gain (loss) before reclassification | (10,842) | |||
Amount reclassified from accumulated other comprehensive income (loss) | 0 | |||
Other comprehensive loss | (18,395) | (43,596) | (10,842) | (114,313) |
Balance at end of period | 1,394,948 | 1,300,465 | 1,394,948 | 1,300,465 |
Accumulated Other Comprehensive Income (Loss) | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | (40,561) | (69,411) | (48,114) | 1,306 |
Balance at end of period | (58,956) | $ (113,007) | (58,956) | $ (113,007) |
Foreign Currency Translation Adjustments | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | (47,996) | |||
Other comprehensive gain (loss) before reclassification | (10,960) | |||
Amount reclassified from accumulated other comprehensive income (loss) | 0 | |||
Other comprehensive loss | (10,960) | |||
Balance at end of period | (58,956) | (58,956) | ||
Unrealized Gain (Loss) on Investments, Net of Tax | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | (118) | |||
Other comprehensive gain (loss) before reclassification | 118 | |||
Amount reclassified from accumulated other comprehensive income (loss) | 0 | |||
Other comprehensive loss | 118 | |||
Balance at end of period | $ 0 | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Changes in Deferred Revenue (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Movement in Deferred Revenue [Roll Forward] | |
Balance at December 31, 2022 | $ 376,486 |
Deferred revenue recognized | (396,026) |
Additional amounts deferred | 389,194 |
Balance at September 30, 2023 | $ 369,654 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Expected Recognition of Deferred Revenue (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected recognition of deferred revenue | $ 369,654 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected recognition of deferred revenue | $ 328,071 |
Remaining revenue performance obligation, expected timing of satisfaction, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected recognition of deferred revenue | $ 40,656 |
Remaining revenue performance obligation, expected timing of satisfaction, period | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected recognition of deferred revenue | $ 927 |
Remaining revenue performance obligation, expected timing of satisfaction, period |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Change in Contract Acquisition Costs (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Deferred Commissions, Roll Forward [Roll Forward] | ||
Balance at December 31, 2022 | $ 22,540 | |
Commissions capitalized | 6,773 | |
Amortization recognized | (6,222) | |
Balance at September 30, 2023 | 23,091 | |
Current | 7,624 | $ 6,936 |
Non-current | 15,467 | 15,604 |
Total deferred commissions | $ 23,091 | $ 22,540 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Cost of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Product Information [Line Items] | ||||
Total amortization of acquired technologies | $ 3,412 | $ 3,628 | $ 10,273 | $ 24,503 |
License | ||||
Product Information [Line Items] | ||||
Total amortization of acquired technologies | 924 | 917 | 2,770 | 16,321 |
Subscription | ||||
Product Information [Line Items] | ||||
Total amortization of acquired technologies | $ 2,488 | $ 2,711 | $ 7,503 | $ 8,182 |
Investments - Available-For-Sal
Investments - Available-For-Sale Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Short-term investments: | ||
Cost | $ 2,979 | $ 27,263 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | (149) |
Fair Value | 2,979 | 27,114 |
U.S. Treasury securities | ||
Short-term investments: | ||
Cost | 2,979 | 6,013 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | (43) |
Fair Value | $ 2,979 | 5,970 |
Corporate bonds | ||
Short-term investments: | ||
Cost | 19,887 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (105) | |
Fair Value | 19,782 | |
Commercial paper | ||
Short-term investments: | ||
Cost | 798 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | 798 | |
Asset-backed securities | ||
Short-term investments: | ||
Cost | 565 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (1) | |
Fair Value | $ 564 |
Investments - Summary of Fair V
Investments - Summary of Fair Value Of Available-For-Sale Securities With Unrealized Losses (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Securities, Available-for-Sale [Line Items] | |
Available-for-sale securities less than 12 months, Fair Value | $ 26,316 |
Available-for-sale securities less than 12 months, Gross Unrealized Losses | (149) |
Available-for-sale securities, 12 Months or Greater, Fair Value | 0 |
Available-for-sale securities, 12 Months or Longer, Gross Unrealized Losses | 0 |
Available-for-sale securities, Total Fair Value | 26,316 |
Available-for-sale securities Total Gross Unrealized Loss | (149) |
U.S. Treasury securities | |
Debt Securities, Available-for-Sale [Line Items] | |
Available-for-sale securities less than 12 months, Fair Value | 5,970 |
Available-for-sale securities less than 12 months, Gross Unrealized Losses | (43) |
Available-for-sale securities, 12 Months or Greater, Fair Value | 0 |
Available-for-sale securities, 12 Months or Longer, Gross Unrealized Losses | 0 |
Available-for-sale securities, Total Fair Value | 5,970 |
Available-for-sale securities Total Gross Unrealized Loss | (43) |
Corporate bonds | |
Debt Securities, Available-for-Sale [Line Items] | |
Available-for-sale securities less than 12 months, Fair Value | 19,782 |
Available-for-sale securities less than 12 months, Gross Unrealized Losses | (105) |
Available-for-sale securities, 12 Months or Greater, Fair Value | 0 |
Available-for-sale securities, 12 Months or Longer, Gross Unrealized Losses | 0 |
Available-for-sale securities, Total Fair Value | 19,782 |
Available-for-sale securities Total Gross Unrealized Loss | (105) |
Asset-backed securities | |
Debt Securities, Available-for-Sale [Line Items] | |
Available-for-sale securities less than 12 months, Fair Value | 564 |
Available-for-sale securities less than 12 months, Gross Unrealized Losses | (1) |
Available-for-sale securities, 12 Months or Greater, Fair Value | 0 |
Available-for-sale securities, 12 Months or Longer, Gross Unrealized Losses | 0 |
Available-for-sale securities, Total Fair Value | 564 |
Available-for-sale securities Total Gross Unrealized Loss | $ (1) |
Investments - Maturity Dates Of
Investments - Maturity Dates Of Available-For-Sale Securities (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Cost | |
Due in one year or less | $ 2,979 |
Fair Value | |
Due in one year or less | $ 2,979 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Balance at beginning of period | $ 2,380,059 |
Foreign currency translation | (8,303) |
Balance at end of period | $ 2,371,756 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Accumulated goodwill impairment | $ 891.1 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Recurring - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | $ 197,940 | $ 48,833 |
Short-term investments: | 2,979 | 27,114 |
Total assets | 200,919 | 75,947 |
U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 2,979 | 5,970 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 19,782 | |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 798 | |
Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 564 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 178,821 | 48,833 |
Short-term investments: | 0 | 0 |
Total assets | 178,821 | 48,833 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 19,119 | 0 |
Short-term investments: | 2,979 | 27,114 |
Total assets | 22,098 | 27,114 |
Significant Other Observable Inputs (Level 2) | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 2,979 | 5,970 |
Significant Other Observable Inputs (Level 2) | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 19,782 | |
Significant Other Observable Inputs (Level 2) | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 798 | |
Significant Other Observable Inputs (Level 2) | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 564 | |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | 0 |
Short-term investments: | 0 | 0 |
Total assets | 0 | 0 |
Significant Unobservable Inputs (Level 3) | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | |
Significant Unobservable Inputs (Level 3) | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | |
Significant Unobservable Inputs (Level 3) | Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 0 | |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 178,821 | 48,833 |
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] | ||
Cash equivalents: | 178,821 | 48,833 |
Money market funds | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | 0 |
Money market funds | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | $ 0 |
U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 1,990 | |
U.S. Treasury securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | |
U.S. Treasury securities | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 1,990 | |
U.S. Treasury securities | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 17,129 | |
Commercial paper | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 0 | |
Commercial paper | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | 17,129 | |
Commercial paper | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | $ 0 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Amount | ||
Total principal amount | $ 1,238,775 | $ 1,245,000 |
Unamortized discount and debt issuance costs | (34,947) | (42,897) |
Total debt | 1,203,828 | 1,202,103 |
Less: Current portion of long-term debt | (12,450) | (9,338) |
Total long-term debt | 1,191,378 | 1,192,765 |
Secured Debt | First Lien Term Loan (as amended) due Feb 2027 | ||
Amount | ||
Total principal amount | $ 1,238,775 | $ 1,245,000 |
Effective Rate | 9.07% | 8.32% |
Revolving credit facility | Line of Credit | ||
Amount | ||
Total principal amount | $ 0 | $ 0 |
Effective Rate | 0% | 0% |
Debt - Narrative (Details)
Debt - Narrative (Details) - Credit Suisse | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1% |
Federal Funds Effective Rate | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 0.50% |
Line of Credit | Revolving credit facility | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 130,000,000 |
Commitment fee percentage | 0.375% |
Covenant, borrowing percentage of commitments, maximum | 35% |
Line of Credit | Revolving credit facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.25% |
Covenant, floor interest rate | 0% |
Line of Credit | Revolving credit facility | Base Rate | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.25% |
Line of Credit | Letter of Credit | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 35,000,000 |
First Lien Term Loan (as amended) due Feb 2027 | Secured Debt | |
Debt Instrument [Line Items] | |
Face amount of debt | $ 1,245,000,000 |
Quarterly periodic payment, as a percentage of original principal | 0.25% |
Covenant, leverage ratio, maximum | 7.40 |
First Lien Term Loan (as amended) due Feb 2027 | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 3.75% |
Covenant, floor interest rate | 0% |
First Lien Term Loan (as amended) due Feb 2027 | Secured Debt | Base Rate | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.75% |
Multi-Currency Tranche | Line of Credit | Revolving credit facility | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 112,500,000 |
Single Currency Tranche | Line of Credit | Revolving credit facility | US Dollars | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | 17,500,000 |
First Lien Term Loan Mature 91 Days Prior to Maturity Date | Secured Debt | |
Debt Instrument [Line Items] | |
Maturity date covenant, amount outstanding threshold | $ 150,000,000 |
Loss Per Share - Reconciliation
Loss Per Share - Reconciliation of Shares in the Calculation of Basic and Diluted Loss Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Basic loss per share | ||||
Net loss | $ (3,172) | $ (292,219) | $ (8,533) | $ (919,002) |
Earnings allocated to unvested restricted stock | 0 | 0 | 0 | 0 |
Net loss available to common stockholders | $ (3,172) | $ (292,219) | $ (8,533) | $ (919,002) |
Diluted loss per share | ||||
Weighted-average shares used in computing basic loss per share (in shares) | 165,275 | 161,111 | 164,089 | 160,545 |
Net loss available to common stockholders | $ (3,172) | $ (292,219) | $ (8,533) | $ (919,002) |
Add dilutive impact of employee equity plans (in shares) | 0 | 0 | 0 | 0 |
Weighted-average shares used in computing diluted net loss per share (in shares) | 165,275 | 161,111 | 164,089 | 160,545 |
Loss Per Share - Weighted Avera
Loss Per Share - Weighted Average Outstanding Shares of Common Stock Equivalents Excluded (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Total anti-dilutive shares (in shares) | 14,024 | 12,185 | 14,056 | 11,449 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 12,262 | $ 4,141 | $ 28,001 | $ 11,856 |
Effective income tax rate | 134.90% | (1.40%) | 143.80% | (1.30%) |
Unrecognized tax benefits, income tax penalties and interest accrued | $ 4,600 | $ 4,600 |
Commitments and Contingencies -
Commitments and Contingencies - Loss Contingencies Pre-Tax Expenses (Proceeds) (Details) - Cyber Incident - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Loss Contingencies [Line Items] | ||||
Total gross expenses related to the Cyber Incident | $ 7,901 | $ 36,829 | $ 15,509 | $ 46,293 |
Less: proceeds received or expected to be received under our insurance coverage | (5,000) | (26,000) | (19,798) | (26,000) |
Total net expenses (proceeds) related to the Cyber Incident | 2,901 | 10,829 | (4,289) | 20,293 |
Cost of recurring revenue | ||||
Loss Contingencies [Line Items] | ||||
Total gross expenses related to the Cyber Incident | 0 | 6 | 0 | 169 |
Sales and marketing | ||||
Loss Contingencies [Line Items] | ||||
Total gross expenses related to the Cyber Incident | 0 | 0 | 0 | 130 |
Research and development | ||||
Loss Contingencies [Line Items] | ||||
Total gross expenses related to the Cyber Incident | 0 | 0 | 0 | 2 |
General and administrative | ||||
Loss Contingencies [Line Items] | ||||
Total gross expenses related to the Cyber Incident | $ 7,901 | $ 36,823 | $ 15,509 | $ 45,992 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) - Cyber Incident $ in Millions | 9 Months Ended | ||
Mar. 02, 2023 USD ($) | Sep. 30, 2023 USD ($) | Jul. 28, 2023 shareholderDerivativeAction | |
Loss Contingencies [Line Items] | |||
Loss contingency, damages paid, value | $ 26 | ||
Shareholder derivative actions filed | shareholderDerivativeAction | 2 | ||
Cybersecurity insurance coverage amount | $ 15 | ||
Loss contingency, receivable, proceeds | 15 | ||
Director and Officer liability insurance | 50 | ||
Loss contingency liability insurance, proceeds | 40 | ||
Loss contingency, receivable | $ 10 | ||
TEXAS | |||
Loss Contingencies [Line Items] | |||
Shareholder derivative actions filed | shareholderDerivativeAction | 1 | ||
DELAWARE | |||
Loss Contingencies [Line Items] | |||
Shareholder derivative actions filed | shareholderDerivativeAction | 1 |