COVER
COVER - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 12, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
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 | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 525.8 | ||
Entity Common Stock, Shares Outstanding | 166,671,373 | ||
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 2024 Annual Meeting of Stockholders to be filed within 120 days of the registrant’s fiscal year ended December 31, 2023 (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 | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 284,695 | $ 121,738 |
Short-term investments | 4,477 | 27,114 |
Accounts receivable, net of allowances of $743 and $1,173 as of December 31, 2023 and 2022, respectively | 103,455 | 100,204 |
Income tax receivable | 459 | 987 |
Prepaid and other current assets | 28,241 | 57,350 |
Total current assets | 421,327 | 307,393 |
Property and equipment, net | 19,669 | 26,634 |
Operating lease assets | 43,776 | 61,418 |
Deferred taxes | 133,224 | 134,922 |
Goodwill | 2,397,545 | 2,380,059 |
Intangible assets, net | 183,688 | 243,980 |
Other assets, net | 51,686 | 45,600 |
Total assets | 3,250,915 | 3,200,006 |
Current liabilities: | ||
Accounts payable | 9,701 | 14,045 |
Accrued liabilities and other | 56,643 | 68,284 |
Current operating lease liabilities | 14,925 | 15,005 |
Accrued interest payable | 942 | 579 |
Income taxes payable | 29,240 | 11,841 |
Current portion of deferred revenue | 344,907 | 337,541 |
Current debt obligation | 12,450 | 9,338 |
Total current liabilities | 468,808 | 456,633 |
Long-term liabilities: | ||
Deferred revenue, net of current portion | 42,070 | 38,945 |
Non-current deferred taxes | 1,933 | 8,582 |
Non-current operating lease liabilities | 49,848 | 59,235 |
Other long-term liabilities | 55,278 | 74,193 |
Long-term debt, net of current portion | 1,190,934 | 1,192,765 |
Total liabilities | 1,808,871 | 1,830,353 |
Commitments and contingencies (Note 16) | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value: 1,000,000,000 shares authorized and 166,637,506 and 161,928,532 shares issued and outstanding as of December 31, 2023 and 2022, respectively | 167 | 162 |
Preferred stock, $0.001 par value: 50,000,000 shares authorized and no shares issued and outstanding as of December 31, 2023 and 2022, respectively | 0 | 0 |
Additional paid-in capital | 2,688,854 | 2,627,370 |
Accumulated other comprehensive loss | (28,103) | (48,114) |
Accumulated deficit | (1,218,874) | (1,209,765) |
Total stockholders’ equity | 1,442,044 | 1,369,653 |
Total liabilities and stockholders’ equity | $ 3,250,915 | $ 3,200,006 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Allowance for doubtful accounts receivable | $ 743 | $ 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) | 166,637,506 | 161,928,532 |
Common stock, outstanding (in shares) | 166,637,506 | 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | |||
Total revenue | $ 758,740 | $ 719,367 | $ 718,632 |
Cost of revenue: | |||
Cost of recurring revenue | 73,636 | 67,848 | 67,043 |
Amortization of acquired technologies | 13,369 | 28,135 | 159,973 |
Total cost of revenue | 87,005 | 95,983 | 227,016 |
Gross profit | 671,735 | 623,384 | 491,616 |
Operating expenses: | |||
Sales and marketing | 249,265 | 257,746 | 236,383 |
Research and development | 100,173 | 92,330 | 101,813 |
General and administrative | 123,716 | 149,461 | 130,977 |
Amortization of acquired intangibles | 48,208 | 52,325 | 55,314 |
Goodwill impairment | 0 | 891,101 | 0 |
Total operating expenses | 521,362 | 1,442,963 | 524,487 |
Operating income (loss) | 150,373 | (819,579) | (32,871) |
Other income (expense): | |||
Interest expense, net | (115,848) | (83,374) | (64,522) |
Other income (expense), net | (386) | (5,074) | 454 |
Total other expense | (116,234) | (88,448) | (64,068) |
Income (loss) before income taxes | 34,139 | (908,027) | (96,939) |
Income tax expense (benefit) | 43,248 | 21,386 | (32,469) |
Net loss from continuing operations | (9,109) | (929,413) | (64,470) |
Net income from discontinued operations, net of tax | 0 | 0 | 13,062 |
Net loss | (9,109) | (929,413) | (51,408) |
Net loss from continuing operations available to common stockholders | (9,109) | (929,413) | (64,630) |
Net income from discontinued operations available to common stockholders | $ 0 | $ 0 | $ 13,062 |
Net income (loss) available to common stockholders per share: | |||
Basic loss from continuing operations per share (in dollars per share) | $ (0.06) | $ (5.78) | $ (0.41) |
Basic earnings from discontinued operations per share (in dollars per share) | 0 | 0 | 0.08 |
Basic loss per share (in dollars per share) | (0.06) | (5.78) | (0.33) |
Diluted loss from continuing operations per share (in dollars per share) | (0.06) | (5.78) | (0.41) |
Diluted earnings from discontinued operations per share (in dollars per share) | 0 | 0 | 0.08 |
Diluted loss per share (in dollars per share) | $ (0.06) | $ (5.78) | $ (0.33) |
Weighted-average shares used to compute net income (loss) available to common stockholders per share: | |||
Shares used in computation of basic earnings (loss) per share (in shares) | 164,631 | 160,841 | 158,040 |
Shares used in computation of diluted earnings (loss) per share (in shares) | 164,631 | 160,841 | 158,040 |
Recurring Revenue | |||
Revenue: | |||
Total revenue | $ 696,308 | $ 626,577 | $ 604,016 |
Subscription | |||
Revenue: | |||
Total revenue | 234,236 | 167,676 | 124,601 |
Cost of revenue: | |||
Amortization of acquired technologies | 9,676 | 10,896 | 11,364 |
Maintenance | |||
Revenue: | |||
Total revenue | 462,072 | 458,901 | 479,415 |
License | |||
Revenue: | |||
Total revenue | 62,432 | 92,790 | 114,616 |
Cost of revenue: | |||
Amortization of acquired technologies | $ 3,693 | $ 17,239 | $ 148,609 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (9,109) | $ (929,413) | $ (51,408) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | 19,893 | (49,302) | (125,906) |
Unrealized gain (loss) on investments, net of income tax expense (benefit) of $31 and $(31) for the years ended December 31, 2023 and 2022, respectively | 118 | (118) | 0 |
Other comprehensive income (loss) | 20,011 | (49,420) | (125,906) |
Comprehensive income (loss) | $ 10,902 | $ (978,833) | $ (177,314) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Tax expense (benefit) on unrealized gains (losses) on investments | $ 31 | $ (31) |
Consolidated Statements of Stoc
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, 2020 | 156,520,000 | ||||
Balance at beginning 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) | |||
Unrealized (loss) gain on investments, net of taxes | 0 | ||||
Net loss | (51,408) | (51,408) | |||
Comprehensive income (loss) | (177,314) | ||||
Exercise of stock options (in shares) | 300,000 | ||||
Exercise of stock options | 616 | $ 0 | 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 | 159,176,000 | ||||
Balance at end 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 | (49,302) | (49,302) | |||
Unrealized (loss) gain on investments, net of taxes | (118) | (118) | |||
Net loss | (929,413) | (929,413) | |||
Comprehensive income (loss) | (978,833) | ||||
Exercise of stock options (in shares) | 53,000 | ||||
Exercise of stock options | 59 | 59 | |||
Restricted stock units issued, net of shares withheld for taxes (in shares) | 2,326,000 | ||||
Restricted stock units issued, net of shares withheld for taxes | (11,082) | $ 3 | (11,085) | ||
Issuance of stock (in shares) | 62,000 | ||||
Issuance of stock | 241 | 241 | |||
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 | $ 68,221 | 68,221 | |||
Balance at end of period (in shares) at Dec. 31, 2022 | 161,928,532 | 161,929,000 | |||
Balance at end 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 | 19,893 | 19,893 | |||
Unrealized (loss) gain on investments, net of taxes | 118 | 118 | |||
Net loss | (9,109) | (9,109) | |||
Comprehensive income (loss) | $ 10,902 | ||||
Exercise of stock options (in shares) | 131,068 | 131,000 | |||
Exercise of stock options | $ 143 | 143 | |||
Restricted stock units issued, net of shares withheld for taxes (in shares) | 4,158,000 | ||||
Restricted stock units issued, net of shares withheld for taxes | (18,830) | $ 5 | (18,835) | ||
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 | $ 76,781 | 76,781 | |||
Balance at end of period (in shares) at Dec. 31, 2023 | 166,637,506 | 166,638,000 | |||
Balance at end of period at Dec. 31, 2023 | $ 1,442,044 | $ 167 | $ 2,688,854 | $ (28,103) | $ (1,218,874) |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parentheticals) - $ / shares | 12 Months Ended | |
Aug. 24, 2021 | Dec. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Special dividend paid (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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | |||
Net loss from continuing operations | $ (9,109) | $ (929,413) | $ (64,470) |
Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities: | |||
Depreciation and amortization | 82,198 | 94,981 | 230,135 |
Goodwill and indefinite-lived intangible asset impairment | 0 | 906,350 | 0 |
Provision for losses on accounts receivable | (389) | 951 | 23 |
Stock-based compensation expense | 75,727 | 67,050 | 58,763 |
Amortization of debt issuance costs | 10,718 | 9,056 | 9,103 |
Loss on extinguishment of debt | 0 | 3,822 | 0 |
Deferred taxes | (1,140) | (6,741) | (40,567) |
(Gain) loss on foreign currency exchange rates | (14) | 1,525 | (1,479) |
Lease impairment charges | 11,392 | 0 | 0 |
Other non-cash (benefits) expenses | 192 | (30) | 378 |
Changes in operating assets and liabilities, net of assets acquired and liabilities assumed in business combinations: | |||
Accounts receivable | (1,568) | (6,846) | (9,926) |
Income taxes receivable | 539 | 99 | (281) |
Prepaid and other assets | 29,391 | (28,898) | (13,965) |
Accounts payable | (4,357) | 6,751 | (4,915) |
Accrued liabilities and other | (15,339) | 25,759 | (11,047) |
Accrued interest payable | 362 | 426 | (4) |
Income taxes payable | (1,616) | (9,290) | (32,587) |
Deferred revenue | 6,389 | 19,689 | (852) |
Other long-term liabilities | 89 | (735) | (217) |
Net cash provided by operating activities from continuing operations | 183,465 | 154,506 | 118,092 |
Cash flows from investing activities | |||
Purchases of investments | (8,388) | (67,133) | 0 |
Maturities of investments | 30,535 | 39,633 | 0 |
Purchases of property and equipment | (4,353) | (7,463) | (9,252) |
Capitalized software development costs | (13,674) | (13,037) | (4,406) |
Purchases of intangible assets | (244) | (250) | (258) |
Acquisitions, net of cash acquired | 0 | (6,500) | 447 |
Other investing activities | 564 | 437 | 0 |
Net cash provided by (used in) investing activities from continuing operations | 4,440 | (54,313) | (13,469) |
Cash flows from financing activities | |||
Proceeds from issuance of common stock under employee stock purchase plan | 3,377 | 3,151 | 5,658 |
Repurchase of common stock and incentive restricted stock | (18,830) | (11,130) | (14,228) |
Exercise of stock options | 143 | 59 | 616 |
Distribution from spin-off of discontinued operations, net | 0 | 0 | 505,580 |
Dividends paid | 0 | 0 | (237,214) |
Repayments of borrowings from credit agreement | (9,338) | (664,350) | (20,950) |
Payment of debt discount and issuance costs | 0 | (36,925) | (324) |
Net cash provided by (used in) financing activities from continuing operations | (24,648) | (709,195) | 239,138 |
Effect of exchange rate changes on cash and cash equivalents from continuing operations | (300) | (1,376) | (4,355) |
Cash flows of discontinued operations | |||
Operating activities of discontinued operations | 0 | 0 | 39,040 |
Investing activities of discontinued operations | 0 | 0 | (15,003) |
Financing activities of discontinued operations | 0 | 0 | (903) |
Effect of exchange rate changes on cash and cash equivalents from discontinued operations | 0 | 0 | (922) |
Net cash provided by discontinued operations | 0 | 0 | 22,212 |
Net increase (decrease) in cash and cash equivalents | 162,957 | (610,378) | 361,618 |
Cash and cash equivalents | |||
Beginning of period | 121,738 | 732,116 | 370,498 |
End of period | 284,695 | 121,738 | 732,116 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 111,861 | 79,614 | 56,053 |
Cash paid for income taxes | 40,964 | 33,117 | 43,864 |
Non-cash investing and financing transactions | |||
Stock-based compensation included in capitalized software development costs | $ 1,246 | $ 1,171 | $ 395 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2023 | |
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 observability and information technology, or IT, management software. Our solutions are designed to give organizations worldwide, regardless of type, size, or complexity, with a comprehensive and unified view of today’s modern, distributed and hybrid network environments. Our business is focused on building products 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. 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. On July 19, 2021, we completed 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"). See Note 3. Discontinued Operations |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
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. Reclassifications Certain reclassifications have been made to prior periods' consolidated statements of cash flows to conform to the current period presentation. These reclassifications did not impact previously reported net income (loss), total assets or net operating, investing or financing cash flows. 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 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, 2023 and 2022. 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 During the year ended December 31, 2023, there have been no recently adopted accounting pronouncements that had a material impact to our financial positions, results of operations or cash flow. New Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." The updated guidance expands segment disclosures by requiring additional disclosure of significant segment expenses included within segment profit or loss along with other segment information. The updated guidance is effective for public companies for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024, and early adoption is permitted. We currently operate as a single reportable segment and while we do not expect the adoption of this guidance to have a material impact on our consolidated financial statements, we will be required to provide enhanced segment disclosures beginning in our Annual Report for the fiscal year ended December 31, 2024 and subsequent interim periods. In December 2023, the FASB issued ASU No. 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The updated guidance is effective for public companies for fiscal years beginning after December 15, 2024 and early adoption permitted. We currently do not expect that the adoption of this guidance 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. 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 revenue and amortization of other acquired intangible assets in operating expenses in our consolidated statements of operations. 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 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. An impairment of goodwill is recognized when the carrying amount of a reporting unit exceeds its fair value. For purposes of the 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. For “Step 0,” the qualitative factors we assess include events and circumstances that could affect the significant inputs used to determine the fair value of our reporting unit, including the significance of the amount of excess fair value over carrying value, consistency of operating margins and cash flows, budgeted-to-actual performance, overall change in economic climate, changes in the industry and competitive environment, key management turnover, and earnings quality and sustainability. 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 (or "quantitative assessment") by comparing the fair value of a reporting unit with its carrying amount. We utilize a combination of both an income and market approach to determine the fair value of our reporting unit. 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 year ended December 31, 2022, we experienced declines in our stock price resulting in the total market value of our shares of stock outstanding (our "market capitalization"), being less than the carrying value of our reporting unit. We considered the decline in our market capitalization and the impact of current macroeconomic conditions on the assumptions used in determining the fair value of our reporting unit and determined it appropriate to perform interim quantitative assessments of our reporting unit as of June 30, 2022 and September 30, 2022. The macroeconomic conditions considered included the continued deterioration in the equity markets, which reduced the market multiples used in our analysis, along with an increase in the weighted-average cost of capital primarily driven by an increase in interest rates and ongoing effects from foreign currency exchange rate fluctuations. As a result of the interim 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 analysis performed on September 30, 2022, we have experienced increases in our market capitalization and determined there were no indicators of impairment that would negatively impact the fair value of our reporting unit. On October 1, 2023, we performed our annual goodwill impairment analysis and assessed the above qualitative factors, including the increase in our market capitalization, along with several events and circumstances that could affect the significant inputs used to determine the fair value of our reporting unit. As of the date of our annual goodwill impairment analysis and throughout the fourth quarter, there were 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 December 31, 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 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 higher than estimated costs to respond and adverse loss exposure from 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 sustained declines in our stock price or market capitalization, or there are declines in the market multiplies used in our analysis, it is possible that an impairment charge may be recorded in the future, which could be material. 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 determining the fair value of indefinite-lived intangible assets utilizing a relief from royalty valuation method and comparing the fair value 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 June 30, 2022 and September 30, 2022, due to the factors discussed in the goodwill analysis above, we performed quantitative assessments of our indefinite-lived intangible assets and determined the estimated fair value of the SolarWinds trade name, recorded in connection with the Take Private, was less than its carrying value. As a result, we recorded non-cash impairment charges of $9.4 million and $5.9 million for the three months ended June 30, 2022 and September 30, 2022, respectively, which are included in general and administrative expense On October 1, 2023, we performed a qualitative assessment and determined there were no indicators that our indefinite-lived intangible assets were impaired. 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 June 30, 2022 and September 30, 2022, prior to performing the goodwill impairment analyses discussed above, we performed recoverability tests of our long-lived assets, including finite-lived intangible assets, by comparing the net book value of our long-lived assets or asset groups, to the future undiscounted net cash flows attributable to such assets, and determined no impairment was required. As of December 31, 2023, we assessed the qualitative factors above and determined it was more likely than not the carrying value of our long-lived assets was recoverable. Investments Our investments, classified as available-for-sale securities, consist of marketable securities such as corporate bonds, U.S. Treasury securities, commercial paper and asset-backed securities. We determine the appropriate classification of our investments at the time of purchase and reevaluate such determination at each balance sheet date. We may classify our available-for-sale securities as either short-term or long-term investments. We classify an investment as short-term if we have both the intent and ability to convert the security into cash to fund current operations. Available-for-sale securities are carried at fair value, with the unrealized gains and losses, net of tax, reported in accumulated other comprehensive income (loss), which is a component of shareholders' equity except for any unrealized losses determined to be related to credit losses, which we record within other income (expense), net in our consolidated statements of operations. Any premiums or discounts are amortized or accreted, respectively, to maturity as a component of interest expense, net in our consolidated statements of operations. Cash flows from the amount of purchases, sales and maturities of available-for-sale securities are classified as cash flows from investing activities. Amortization and accretion of purchased premiums and discounts on securities are included as a non-cash adjustment to net income (loss) within cash flows from operating activities in our consolidated statements of cash flows. The cost of securities sold is based on the specific-identification method. In determining if and when a decline in fair value is judged to be other-than-temporary, we evaluate, among other factors: the duration and extent to which the fair value has been less than the carrying value and the intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair market value. Declines in fair value deemed other-than-temporary are included as a component of other income (expense), net in our consolidated statements of operations. We have not recorded any other-than-temporary impairments related to marketable securities. See Note 5. Investments for a summary of our investments. 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 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. Capitalized Software Development Costs For our software to be sold, including our perpetual and time-based licensed products, software development costs incurred subsequent to establishing technological feasibility through the general release of the software products are capitalized. Our new software license 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 related to our licensed products were insignificant for the years ended December 31, 2023, 2022 and 2021. For our software solutions that are hosted and accessed by our customers on a subscription basis, we capitalize development costs related to developing new functionality in accordance with the guidance for internal-use software. 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 internal-use software 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 during the period. We had $25.5 million and $19.3 million of internal-use software, net capitalized as of December 31, 2023 and 2022, respectively. Amortization expense of internal-use software was $9.0 million, $4.2 million and $3.3 million for the years ended December 31, 2023, 2022 and 2021, 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 $10.7 million, $9.1 million and $9.1 million for the years ended December 31, 2023, 2022 and 2021, 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. We record loss recovery assets related to recognized loss contingencies for expected insurance proceeds we believe are probable of recovery. 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 Unrealized Gain (Loss) on Investments, Accumulated Other Comprehensive Income (Loss) (in thousands) Balance at December 31, 2021 $ 1,306 $ — $ 1,306 Other comprehensive gain (loss) before reclassification (49,302) (118) (49,420) Amount reclassified from accumulated other comprehensive income (loss) — — — Net current period other comprehensive income (loss) (49,302) (118) (49,420) Balance at December 31, 2022 (47,996) (118) (48,114) Other comprehensive gain (loss) before reclassification 19,893 118 20,011 Amount reclassified from accumulated other comprehensive income (loss) — — — Net current period other comprehensive income (loss) 19,893 118 20,011 Balance at December 31, 2023 $ (28,103) $ — $ (28,103) Revenue Recognition We primarily 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 directly to technology professionals 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 software-as-a-service, or SaaS, offerings, perpetual and time-based licenses, maintenance support including unspecified upgrades or enhancements to new versions of our software products and professional services. 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 or cancel purchased maintenance and professional service contracts. • 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 SaaS 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 prices 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) Professional services As delivered (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 our time-based license ar |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations On July 19, 2021, we completed the Separation of our N-able business into a newly created and separately traded public company, N-able, Inc. 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. 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. After the Separation, 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. 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 results of operations of N-able presented as discontinued operations: Year Ended December 31, 2021 (in thousands) Revenue: Subscription $ 183,594 Maintenance 5,053 Total revenue 188,647 Cost of revenue: Cost of recurring revenue 25,218 Amortization of acquired technologies 3,950 Total cost of revenue 29,168 Gross profit 159,479 Operating expenses: Sales and marketing 55,249 Research and development 27,133 General and administrative 42,994 Amortization of acquired intangibles 10,626 Total operating expenses 136,002 Operating income from discontinued operations 23,477 Other income (expense): Other income (expense), net (608) Income from discontinued operations before income taxes 22,869 Income tax expense 9,807 Net income from discontinued operations, net of tax $ 13,062 We incurred $0.2 million and $31.6 million of costs in connection with the Separation during the years ended December 31, 2022 and 2021, respectively, which are primarily reflected in our consolidated statements of operations as discontinued operations for the 2021 period presented. These costs include legal, accounting and advisory fees, implementation and integration costs, duplicative costs for subscriptions and information technology systems, employee and contract costs and other incremental separation costs related to the Separation. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022: (in thousands) Balance at December 31, 2021 $ 3,308,405 Acquisitions 5,415 Goodwill impairment (891,101) Foreign currency translation and other adjustments (42,660) Balance at December 31, 2022 2,380,059 Foreign currency translation and other adjustments 17,486 Balance at December 31, 2023 $ 2,397,545 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 to our entire line of products. Accumulated goodwill impairment on our consolidated balance sheet was $897.2 million and $893.0 million as of December 31, 2023 and 2022, respectively, and is impacted by changes in foreign currency exchange rates. See Note 2. Summary of Significant Accounting Policies for discussion of the goodwill impairment recorded during the year ended December 31, 2022. Intangible Assets Intangible assets consisted of the following at December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Gross Accumulated Net Gross Accumulated Net (in thousands) Developed product technologies $ 72,649 $ (50,589) $ 22,060 $ 81,583 $ (46,228) $ 35,355 Customer relationships 430,353 (335,948) 94,405 451,931 (310,445) 141,486 Intellectual property 2,197 (912) 1,285 1,965 (702) 1,263 Trademarks 765 (574) 191 759 (190) 569 Total definite-lived intangible assets 505,964 (388,023) 117,941 536,238 (357,565) 178,673 Indefinite-lived trade names 65,747 — 65,747 65,307 — 65,307 Total intangible assets $ 571,711 $ (388,023) $ 183,688 $ 601,545 $ (357,565) $ 243,980 Intangible asset amortization expense was as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Intangible asset amortization expense $ 61,798 $ 80,648 $ 215,447 The decrease in intangible asset amortization expense for the years ended December 31, 2023 and 2022, as compared to the year ended December 31, 2021, was primarily due to developed product technologies, acquired in connection with the Take Private, being fully amortized. As of December 31, 2023, we estimate aggregate intangible asset amortization expense to be as follows: Estimated Amortization (in thousands) 2024 $ 53,367 2025 50,213 2026 9,314 2027 4,582 2028 149 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 assets, future changes to expected asset lives of intangible assets and other events. Our indefinite-lived trademarks primarily include the SolarWinds and THWACK trademarks. See Note 2. Summary of Significant Accounting Policies for discussion of the impairment of our indefinite-lived intangible assets recorded during the year ended December 31, 2022. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Our short-term investments 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: December 31, 2023 Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) Short-term investments: Available-for-sale securities: U.S. Treasury securities $ 3,979 $ 1 $ — $ 3,980 Commercial paper 497 — — 497 Total short-term investments $ 4,476 $ 1 $ — $ 4,477 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: 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: December 31, 2023 Cost Fair Value (in thousands) Due in one year or less $ 4,476 $ 4,477 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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 December 31, 2023 and 2022. There have been no transfers between fair value measurement levels during the year ended December 31, 2023. Fair Value Measurements at December 31, 2023 Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Significant Total (in thousands) Cash equivalents: Money market funds $ 195,017 $ — $ — $ 195,017 U.S. Treasury securities — 1,987 — 1,987 Commercial paper — 31,586 — 31,586 Total cash equivalents 195,017 33,573 — 228,590 Short-term investments: U.S. Treasury securities — 3,980 — 3,980 Commercial paper — 497 — 497 Total short-term investments — 4,477 — 4,477 Total assets $ 195,017 $ 38,050 $ — $ 233,067 Fair Value Measurements at December 31, 2022 Using Quoted Prices in Active Markets for Identical Assets (Level 1) 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 securities — 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 December 31, 2023 and 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 10. Debt for additional information regarding our debt. The fair value of our non-financial assets and liabilities, which include goodwill, intangible assets and property, plant and equipment, are measured on a non-recurring basis. Fair value adjustments are made in the period an impairment charge is recognized. During the year ended December 31, 2022, we recognized impairment charges to our goodwill and indefinite-lived trade name intangible asset. The fair value of our reporting unit and indefinite-lived intangible asset are classified as Level 3 within the fair value hierarchy due to the significant unobservable inputs developed using company-specific information. For additional information, see the discussion of our impairment charges in Note 2. Summary of Significant Accounting Policies - Impairment of Goodwill, Intangible Assets and Long-lived Assets . |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, including software, consisted of the following: December 31, 2023 2022 (in thousands) Equipment, servers and computers $ 29,063 $ 29,519 Furniture and fixtures 3,363 4,241 Software 713 958 Leasehold improvements 25,321 25,214 58,460 59,932 Less: Accumulated depreciation and amortization (38,791) (33,298) Property and equipment, net $ 19,669 $ 26,634 Depreciation and amortization expense on property and equipment was as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Depreciation and amortization $ 11,388 $ 10,109 $ 11,074 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases We lease our offices and do not own any real estate. Our corporate headquarters is located in Austin, Texas and 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; Singapore; Krakow, Poland; Reston, Virginia and Charlotte, North Carolina. Our leases are all classified as operating and generally have remaining terms of less than one year to eight The components of operating lease costs were as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Operating lease costs $ 15,319 $ 17,114 $ 20,224 Variable lease costs (1) 2,915 2,296 2,213 Short-term lease costs 354 511 396 Sublease income received (2,883) (3,201) (2,559) Total lease costs $ 15,705 $ 16,720 $ 20,274 ____________ (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. During the year ended December 31, 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 $11.5 million which are included in general and administrative expense. Maturities of our operating lease liabilities as of December 31, 2023 were as follows: (in thousands) 2024 $ 17,609 2025 15,750 2026 15,952 2027 14,517 2028 4,866 Thereafter 3,022 Total minimum lease payments 71,716 Less: imputed interest (6,943) Present value of operating lease liabilities $ 64,773 As of December 31, 2023, the weighted-average remaining lease term of our operating leases was 4.4 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, 2023 2022 2021 (in thousands) Cash paid for amounts included in the measurement of operating lease liabilities $ 18,868 $ 16,954 $ 18,910 Right-of-use assets obtained in exchange for operating lease liabilities 6,441 1,322 2,108 |
Accrued Liabilities and Other
Accrued Liabilities and Other | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities and Other | Accrued Liabilities and Other Accrued liabilities and other current liabilities were as follows: December 31, 2023 2022 (in thousands) Payroll-related accruals $ 39,082 $ 21,576 Litigation settlement payable (1) — 26,000 Other accrued expenses and current liabilities 17,561 20,708 Total accrued liabilities and other $ 56,643 $ 68,284 ___________ (1) See Note 16. Commitments and Contingencies |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt Agreements The following table summarizes information relating to our debt: 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 1,235,662 9.11 % 1,245,000 8.32 % Total principal amount 1,235,662 1,245,000 Unamortized discount and debt issuance costs (32,278) (42,897) Total debt 1,203,384 1,202,103 Less: Current portion of long-term debt (12,450) (9,338) Total long-term debt $ 1,190,934 $ 1,192,765 Senior Secured First Lien Credit Facilities In connection with the Take Private in 2016, we entered into a first lien credit agreement with a syndicate of institutional lenders and financial institutions (the "Credit Agreement"). The Credit Agreement, as amended, consisted of the following as of December 31, 2023: • 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”) 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%. At December 31, 2023, borrowings under our First Lien Term Loan bore 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%, respectively. 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 amended 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 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 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, 2023, we were in compliance with all covenants of the Credit Agreement. The following table summarizes the future minimum principal payments under the First Lien Term Loan outstanding as of December 31, 2023: (in thousands) 2024 $ 12,450 2025 12,450 2026 12,450 2027 1,198,312 Total minimum principal payments $ 1,235,662 On January 23, 2024, we entered into Amendment No. 7 to the Credit Agreement to, among other things, (i) refinance the First Lien Term Loans, (ii) decrease the applicable margin for our existing First Lien Term Loans to 3.25% with respect to SOFR borrowings and (iii) remove the First Lien Term Loan net leverage ratio component of determining the applicable margin. The Credit Agreement maturity date remained unchanged. |
Stockholders_ Equity and Stock-
Stockholders’ Equity and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
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 continues 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, 2023, common stock-based incentive awards outstanding under the 2016 Plan consists of 127,222 vested stock options and no restricted stock remain outstanding. For the years ended December 31, 2022 and 2021, the Company repurchased 10,850 and 95,575 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, 2023, stock-based incentive awards of 11,487,804 were outstanding under the 2018 Plan, consisting of 9,486,881 restricted stock units, or RSUs, and 2,000,923 performance stock units, or PSUs, and 39,231,258 shares were reserved for future grants. 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 Option Awards Option grant activity under the 2016 Plan was as follows: Number of Weighted- Aggregate Weighted- Outstanding balances at December 31, 2022 266,193 $ 1.19 Options granted — — Options exercised (131,068) 1.09 Options forfeited — — Options expired (7,903) 1.30 Outstanding balances at December 31, 2023 127,222 $ 1.28 Options exercisable at December 31, 2023 127,222 $ 1.28 $ 1,426 3.6 Options vested and expected to vest at December 31, 2023 127,222 $ 1.28 $ 1,426 3.6 Additional information regarding options is as follows (in thousands except for per share amounts): Year Ended December 31, 2023 2022 2021 Weighted-average grant date fair value per share of options granted during the period $ — $ — $ 3.84 Aggregate intrinsic value of options exercised during the period 1,037 536 5,879 Aggregate fair value of options vested during the period 24 31 392 There is no unrecognized stock-based compensation expense related to unvested stock options and subject to recognition in future periods as of December 31, 2023. 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, 2022 3,117 Restricted stock granted and issued — Restricted stock vested (3,117) Restricted stock repurchased - unvested shares — Unvested balances at December 31, 2023 — 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 aggregate intrinsic value of restricted stock vested during the year ended December 31, 2023 was insignificant and was $0.6 million and $15.0 million for the years ended December 31, 2022 and 2021, respectively. Restricted stock was subject to certain restrictions, such as vesting and a repurchase right. The common stock acquired by the employee was restricted stock because vesting was conditioned upon continued employment through the applicable vesting date. The restricted stock was subject to repurchase in the event the stockholder ceased 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 was purchased at fair market value at the time of grant, there was typically no stock-based compensation expense recognized related to these awards. Restricted Stock Units The following table summarizes information about RSUs under the 2018 Plan: Number of Weighted-Average Grant Date Fair Value Per Share Aggregate Intrinsic Value Weighted-Average Remaining Contractual Term Unvested balances at December 31, 2022 10,244,903 $ 14.17 RSUs granted 6,037,279 9.18 RSUs vested (5,160,872) 13.62 RSUs forfeited (1,634,429) 11.76 Unvested balances at December 31, 2023 9,486,881 $ 11.70 $ 118,491 1.3 The total fair value of RSUs vested during the years ended December 31, 2023, 2022 and 2021, was $53.5 million, $38.5 million and $56.6 million, respectively. The total unrecognized stock-based compensation expense related to unvested RSUs and subject to recognition in future periods is $102.9 million as of December 31, 2023 and we expect to recognize this expense over a weighted-average period of 2.5 years. Performance Stock Units The following table summarizes information about PSUs under the 2018 Plan: Number of Weighted-Average Grant Date Fair Value Per Share Aggregate Intrinsic Value Weighted-Average Remaining Contractual Term Unvested balances at December 31, 2022 1,513,574 $ 13.38 PSUs granted 1,744,074 8.87 PSUs vested (841,567) 13.40 PSUs forfeited (415,158) 10.01 Unvested balances at December 31, 2023 2,000,923 $ 10.13 $ 24,992 0.8 The total fair value of PSUs vested during the year ended December 31, 2023 was $8.0 million. The total unrecognized stock-based compensation expense related to unvested PSUs and subject to recognition in future periods is $12.6 million as of December 31, 2023 and we expect to recognize this expense over a weighted-average period of 0.8 years. For RSUs and PSUs, 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 1,844,000 shares, 934,000 shares and 520,000 shares to satisfy $18.8 million, $11.1 million and $14.0 million of employees’ tax obligations during the years ended December 31, 2023, 2022 and 2021, 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, 2023, 5,464,628 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 consecutive six-month offering periods. Amounts deducted and accumulated from participant compensation, or otherwise funded by participants, 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. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 2021 (in thousands) Basic earnings (loss) per share Numerator: Net loss from continuing operations $ (9,109) $ (929,413) $ (64,470) Net income from discontinued operations — — 13,062 Net loss (9,109) (929,413) (51,408) Dividends on unvested restricted stock — — (160) Earnings allocated to unvested restricted stock — — — Net loss from continuing operations available to common stockholders $ (9,109) $ (929,413) $ (64,630) Net income from discontinued operations available to common stockholders $ — $ — $ 13,062 Denominator: Weighted-average common shares outstanding used in computing basic earnings (loss) per share 164,631 160,841 158,040 Diluted earnings (loss) per share Numerator: Net loss from continuing operations available to common stockholders $ (9,109) $ (929,413) $ (64,630) Net income from discontinued operations available to common stockholders $ — $ — $ 13,062 Denominator: Weighted-average shares used in computing basic earnings (loss) per share 164,631 160,841 158,040 Add dilutive impact of employee equity plans — — — Weighted-average shares used in computing diluted earnings (loss) per share 164,631 160,841 158,040 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, 2023 2022 2021 (in thousands) Total anti-dilutive shares 14,987 11,648 6,476 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 2021 (in thousands) Employee benefit plan expense $ 4,830 $ 5,016 $ 4,925 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
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 terminated during the year ended 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 renewable at the option of the parties for an additional one 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 as of and for the years ended December 31, 2023, 2022 and 2021. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 2021 (in thousands) U.S. $ 75,329 $ (824,064) $ (130,395) International (41,190) (83,963) 33,456 Income (loss) before income taxes $ 34,139 $ (908,027) $ (96,939) Income tax expense (benefit) was composed of the following: Year Ended December 31, 2023 2022 2021 (in thousands) Current: Federal $ 29,518 $ 14,688 $ (861) State 4,978 1,374 1,516 International 9,904 4,361 (1,623) 44,400 20,423 (968) Deferred: Federal (5,322) (9,024) (30,738) State (1,076) 454 (3,419) International 5,246 9,533 2,656 (1,152) 963 (31,501) $ 43,248 $ 21,386 $ (32,469) 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, 2023 2022 2021 (in thousands) Expense (benefit) derived by applying the federal statutory income tax rate to income (loss) before income taxes $ 7,169 $ (190,686) $ (20,474) State taxes, net of federal benefit 2,859 1,182 (2,530) Permanent items 2,130 963 406 Global intangible low-taxed income 5,368 4,700 — Foreign-derived intangible income (1,422) (335) (514) Base erosion and anti-abuse tax — — 2,297 Research and experimentation tax credits (1,796) (1,862) (3,438) Withholding tax 2,628 3,936 2,870 Foreign Tax Credits (1,184) (1,116) (1,269) Valuation allowance 27,183 30,761 (358) Stock-based compensation 3,424 5,417 1,510 Effect of foreign operations (8,228) 4,412 (10,969) Nondeductible officer compensation 5,117 2,904 — Goodwill impairment — 161,110 — $ 43,248 $ 21,386 $ (32,469) The components of the net deferred tax amounts recognized in the accompanying consolidated balance sheets were: December 31, 2023 2022 (in thousands) Deferred tax assets: Allowance for credit losses $ 131 $ 179 Net operating loss 15,380 16,563 Foreign royalty — 310 Research and experimentation credits 6,746 6,720 Capitalized research and development 28,215 15,932 Stock-based compensation 7,598 9,703 Intangibles 124,721 116,477 Interest 24,878 15,612 Deferred revenue 3,767 3,332 Unrealized exchange gain 70 267 States 250 79 Leases 12,742 16,002 Other credits 4,235 3,593 Total deferred tax assets 228,733 204,769 Valuation allowance (78,089) (47,805) Deferred tax assets, net of valuation allowance 150,644 156,964 Deferred tax liabilities: Property and equipment 1,115 3,072 Prepaid expenses 2,646 3,176 Debt costs 599 1,201 Leases 7,827 16,153 Accrued expenses 7,166 7,022 Total deferred tax liabilities 19,353 30,624 Net deferred tax asset (liability) $ 131,291 $ 126,340 At December 31, 2023 and 2022, we had net operating loss carry forwards for U.S. federal income tax purposes of approximately $34.0 million and $38.9 million, respectively, of which $4.5 million and $4.9 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 2024 through 2037. At December 31, 2023 and 2022, we had net operating loss carry forwards for certain state income tax purposes of approximately $42.1 million and $36.0 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, 2023 and 2022, we had foreign net operating loss carry forwards of approximately $14.4 million and $23.8 million, respectively, which are available to offset future foreign taxable income, and begin to expire in 2024. At December 31, 2023 and 2022, we had foreign research and experimentation tax credit carryforwards of approximately $2.1 million and $1.3 million, respectively, which begin to expire in 2025. We establish valuation allowances when necessary to reduce deferred tax assets to amounts expected to be realized. As of December 31, 2023 and 2022, we have recorded a valuation allowance of $78.1 million and $47.8 million, respectively. The valuation allowance is related to the U.S. and the deferred tax assets of acquired entities. The U.S. Tax Cuts and Jobs Act of 2017, or the Tax Act, imposed a mandatory transition tax on accumulated foreign earnings as of December 31, 2017 and created 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 years ended December 31, 2023 and 2022, we incurred income tax expense under the global intangible low-taxed income, or GILTI, provisions and have treated it as a component of income tax expense in the period incurred. As a result of the Tax Act, all foreign earnings are subject to a territorial tax system and dividends received deduction regime in the U.S. As of December 31, 2023, 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, 2023 2022 2021 (in thousands) Gross unrecognized tax benefits $ 14,759 $ 14,113 $ 17,943 At December 31, 2023 and 2022, we had accrued interest and penalties related to unrecognized tax benefits of approximately $4.8 million and $3.6 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, 2023 2022 2021 (in thousands) Balance, beginning of year $ 14,113 $ 17,943 $ 27,439 Increases for tax positions related to the current year 920 374 929 Increases for tax positions related to prior years 484 38 — Decreases for tax positions related to prior years — (2,938) (4,402) Settlement with taxing authorities — (1,009) — Reductions due to lapsed statute of limitations (758) (295) (6,023) Balance, end of year $ 14,759 $ 14,113 $ 17,943 It is reasonably possible that the amount of unrecognized tax benefit could decrease by up to $9.4 million within the next 12 months as we expect to conclude the IRS examination for the tax years 2013 through the period ending February 2016. Additionally, the related accrued interest could decrease by up to $4.4 million. We file U.S., state and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2013 through February 2016 and 2020 through 2023 tax years generally remain open and subject to examination by federal tax authorities. The 2015 through 2023 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, and expect this audit to be fully resolved in 2024. We are currently under audit by the Texas Comptroller for the 2015 through 2020 tax years. The audit by the Indian Tax Authority for the 2017 tax year was closed with no changes. We are currently under audit by the Philippines Bureau of Internal Revenue for the 2022 tax year. 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 related to the court's decision as of December 31, 2023. 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, 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 related to the Cyber Incident as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Cost of recurring revenue $ — $ 178 $ 2,153 Sales and marketing — 130 1,638 Research and development — 2 52 General and administrative 17,714 56,125 45,281 Total gross expenses related to the Cyber Incident 17,714 56,435 49,124 Less: proceeds received or expected to be received under our insurance coverage (19,798) (30,202) (16,010) Total net expenses (proceeds) related to the Cyber Incident $ (2,084) $ 26,233 $ 33,114 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 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, all of which were expensed as incurred, as well as estimated loss contingencies. Litigation, Claims and Government Investigations As a result of the Cyber Incident, we have been 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 common stock 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 resolved all claims asserted against us and the other named defendants in connection with the securities class action litigation and contained 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, we have been subject to several investigations and inquiries by U.S. regulatory authorities related to the Cyber Incident, including from the Department of Justice and the SEC, although currently the only active matter relates to the SEC litigation. On October 30, 2023, the SEC filed a civil complaint, or the SEC Complaint, 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 year ended December 31, 2023. We maintain that our disclosures, public statements, controls and procedures were appropriate, and intend to continue to vigorously defend ourselves. We have incurred, and expect to continue to incur, costs and other expenses in connection with this matter, and the ultimate results of the action initiated by the SEC Complaint are unknown at this time. 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 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 which renews annually. As of December 31, 2023, all proceeds from our cybersecurity insurance and our directors and officers liability insurance relating to the losses incurred as a result of the Cyber Incident have been received. As of December 31, 2022, we had a loss recovery asset of $30.2 million for insurance proceeds deemed probable of recovery which was included in prepaid and other current assets in our consolidated balance sheet for such period. 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, 2023. Purchase Commitments We have entered into non-cancellable minimum or fixed purchase commitments for third-party cloud infrastructure platform and hosting services. The expected payments for our minimum purchase commitments at December 31, 2023 were as follows: (in thousands) 2024 $ 25,268 2025 32,500 2026 34,500 2027 4,500 Total purchase commitments $ 96,768 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, 2023 | |
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, 2023 2022 2021 (in thousands) Revenue United States, country of domicile $ 494,971 $ 472,834 $ 469,791 International 263,769 246,533 248,841 Total revenue $ 758,740 $ 719,367 $ 718,632 December 31, 2023 2022 (in thousands) Long-lived assets, net United States, country of domicile $ 12,743 $ 19,174 Philippines 2,419 3,508 All other international 4,507 3,952 Total long-lived assets, net $ 19,669 $ 26,634 |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2023 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Beginning Balance Additions (Charge / (Credited) to Expense) Deductions Ending Balance (in thousands) Allowance for credit losses, customers and other: Year ended December 31, 2021 $ 1,985 $ 23 $ 1,532 $ 476 Year ended December 31, 2022 476 951 254 1,173 Year ended December 31, 2023 1,173 (389) 41 743 Tax valuation allowances: Year ended December 31, 2021 $ 14,481 $ — $ 2,545 $ 11,936 Year ended December 31, 2022 11,936 35,869 — 47,805 Year ended December 31, 2023 47,805 30,284 — 78,089 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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. |
Reclassifications | Certain reclassifications have been made to prior periods' consolidated statements of cash flows to conform to the current period presentation. These reclassifications did not impact previously reported net income (loss), total assets or net operating, investing or financing cash flows. |
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 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, 2023 and 2022. 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 New Accounting Pronouncements Not Yet Adopted | During the year ended December 31, 2023, there have been no recently adopted accounting pronouncements that had a material impact to our financial positions, results of operations or cash flow. New Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." The updated guidance expands segment disclosures by requiring additional disclosure of significant segment expenses included within segment profit or loss along with other segment information. The updated guidance is effective for public companies for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024, and early adoption is permitted. We currently operate as a single reportable segment and while we do not expect the adoption of this guidance to have a material impact on our consolidated financial statements, we will be required to provide enhanced segment disclosures beginning in our Annual Report for the fiscal year ended December 31, 2024 and subsequent interim periods. In December 2023, the FASB issued ASU No. 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The updated guidance is effective for public companies for fiscal years beginning after December 15, 2024 and early adoption permitted. We currently do not expect that the adoption of this guidance 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. 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 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. An impairment of goodwill is recognized when the carrying amount of a reporting unit exceeds its fair value. For purposes of the 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. For “Step 0,” the qualitative factors we assess include events and circumstances that could affect the significant inputs used to determine the fair value of our reporting unit, including the significance of the amount of excess fair value over carrying value, consistency of operating margins and cash flows, budgeted-to-actual performance, overall change in economic climate, changes in the industry and competitive environment, key management turnover, and earnings quality and sustainability. 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 (or "quantitative assessment") by comparing the fair value of a reporting unit with its carrying amount. We utilize a combination of both an income and market approach to determine the fair value of our reporting unit. 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 year ended December 31, 2022, we experienced declines in our stock price resulting in the total market value of our shares of stock outstanding (our "market capitalization"), being less than the carrying value of our reporting unit. We considered the decline in our market capitalization and the impact of current macroeconomic conditions on the assumptions used in determining the fair value of our reporting unit and determined it appropriate to perform interim quantitative assessments of our reporting unit as of June 30, 2022 and September 30, 2022. The macroeconomic conditions considered included the continued deterioration in the equity markets, which reduced the market multiples used in our analysis, along with an increase in the weighted-average cost of capital primarily driven by an increase in interest rates and ongoing effects from foreign currency exchange rate fluctuations. As a result of the interim 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 analysis performed on September 30, 2022, we have experienced increases in our market capitalization and determined there were no indicators of impairment that would negatively impact the fair value of our reporting unit. On October 1, 2023, we performed our annual goodwill impairment analysis and assessed the above qualitative factors, including the increase in our market capitalization, along with several events and circumstances that could affect the significant inputs used to determine the fair value of our reporting unit. As of the date of our annual goodwill impairment analysis and throughout the fourth quarter, there were 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 December 31, 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 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 higher than estimated costs to respond and adverse loss exposure from 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 sustained declines in our stock price or market capitalization, or there are declines in the market multiplies used in our analysis, it is possible that an impairment charge may be recorded in the future, which could be material. |
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 determining the fair value of indefinite-lived intangible assets utilizing a relief from royalty valuation method and comparing the fair value 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 June 30, 2022 and September 30, 2022, due to the factors discussed in the goodwill analysis above, we performed quantitative assessments of our indefinite-lived intangible assets and determined the estimated fair value of the SolarWinds trade name, recorded in connection with the Take Private, was less than its carrying value. As a result, we recorded non-cash impairment charges of $9.4 million and $5.9 million for the three months ended June 30, 2022 and September 30, 2022, respectively, which are included in general and administrative expense |
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. |
Investments | Our investments, classified as available-for-sale securities, consist of marketable securities such as corporate bonds, U.S. Treasury securities, commercial paper and asset-backed securities. We determine the appropriate classification of our investments at the time of purchase and reevaluate such determination at each balance sheet date. We may classify our available-for-sale securities as either short-term or long-term investments. We classify an investment as short-term if we have both the intent and ability to convert the security into cash to fund current operations. Available-for-sale securities are carried at fair value, with the unrealized gains and losses, net of tax, reported in accumulated other comprehensive income (loss), which is a component of shareholders' equity except for any unrealized losses determined to be related to credit losses, which we record within other income (expense), net in our consolidated statements of operations. Any premiums or discounts are amortized or accreted, respectively, to maturity as a component of interest expense, net in our consolidated statements of operations. Cash flows from the amount of purchases, sales and maturities of available-for-sale securities are classified as cash flows from investing activities. Amortization and accretion of purchased premiums and discounts on securities are included as a non-cash adjustment to net income (loss) within cash flows from operating activities in our consolidated statements of cash flows. The cost of securities sold is based on the specific-identification method. In determining if and when a decline in fair value is judged to be other-than-temporary, we evaluate, among other factors: the duration and extent to which the fair value has been less than the carrying value and the intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair market value. Declines in fair value deemed other-than-temporary are included as a component of other income (expense), net in our consolidated statements of operations. We have not recorded any other-than-temporary impairments related to marketable securities. See Note 5. Investments |
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 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. |
Capitalized Software Development Costs | For our software to be sold, including our perpetual and time-based licensed products, software development costs incurred subsequent to establishing technological feasibility through the general release of the software products are capitalized. Our new software license 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 related to our licensed products were insignificant for the years ended December 31, 2023, 2022 and 2021. |
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. We record loss recovery assets related to recognized loss contingencies for expected insurance proceeds we believe are probable of recovery. 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 primarily 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 directly to technology professionals 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 software-as-a-service, or SaaS, offerings, perpetual and time-based licenses, maintenance support including unspecified upgrades or enhancements to new versions of our software products and professional services. 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 or cancel purchased maintenance and professional service contracts. • 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 SaaS 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 prices 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) Professional services As delivered (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 our time-based license arrangements. We generally invoice time-based subscription agreements, including multi-year arrangements, in advance at the beginning of the subscription period. Revenue for the license performance obligation of our time-based license offerings is primarily 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. For certain multi-year, time-based subscription arrangements, customers may elect to be invoiced annually and we extend cancellation rights to these customers. For these multi-year arrangements, revenue for the license performance obligation is recognized at the beginning of each annual term and the recognition of the revenue for the technical support performance obligation is recognized ratably over the contract period. We generally invoice our SaaS offerings 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. • 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. We also include professional services and other revenue in maintenance revenue, which is generally recognized over the contract period as delivered. 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 primarily consists of transaction prices allocated to remaining performance obligations from maintenance services associated with our perpetual license products and our time-based subscriptions which are delivered over time. We generally bill maintenance agreements for our perpetual licenses 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 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. three |
Cost of Revenue | Cost of recurring revenue. Cost of recurring revenue primarily 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 and amortization of internal-use software related to our hosted solutions 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, 2023, 2022 and 2021. 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 recognize stock-based compensation for our stock-based incentive awards and shares issued under our employee stock purchase plan ("ESPP"). We have granted our employees, directors and certain contractors stock-based incentive awards in the form of restricted stock units, stock options and restricted stock. Our stock awards vest on service-based or performance-based vesting conditions. 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 restricted stock unit awards and restricted stock awards 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. The fair value of stock option awards and ESPP purchase rights are estimated using a Black-Scholes valuation model. 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. We recognize stock-based compensation expense for shares issued under our ESPP on a straight-line basis over the offering period. |
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. |
Concentrations of Risk | Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents, short-term investments 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 and investments 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 seek to maintain our cash deposits and invest in money market funds with multiple financial institutions of reputable credit and therefore bear minimal credit risk. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 (in thousands) Equipment, servers and computers $ 29,063 $ 29,519 Furniture and fixtures 3,363 4,241 Software 713 958 Leasehold improvements 25,321 25,214 58,460 59,932 Less: Accumulated depreciation and amortization (38,791) (33,298) Property and equipment, net $ 19,669 $ 26,634 Depreciation and amortization expense on property and equipment was as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Depreciation and amortization $ 11,388 $ 10,109 $ 11,074 |
Schedule of 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 Unrealized Gain (Loss) on Investments, Accumulated Other Comprehensive Income (Loss) (in thousands) Balance at December 31, 2021 $ 1,306 $ — $ 1,306 Other comprehensive gain (loss) before reclassification (49,302) (118) (49,420) Amount reclassified from accumulated other comprehensive income (loss) — — — Net current period other comprehensive income (loss) (49,302) (118) (49,420) Balance at December 31, 2022 (47,996) (118) (48,114) Other comprehensive gain (loss) before reclassification 19,893 118 20,011 Amount reclassified from accumulated other comprehensive income (loss) — — — Net current period other comprehensive income (loss) 19,893 118 20,011 Balance at December 31, 2023 $ (28,103) $ — $ (28,103) |
Schedule of 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) Professional services As delivered (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) |
Summary of Revenue Recognized at a Point in Time and Over Time | The following summarizes the revenue we recognized at a point in time and over time: Year Ended December 31, 2023 2022 2021 (in thousands) Revenue recognized at a point in time $ 156,414 $ 136,076 $ 127,151 Revenue recognized over time 602,326 583,291 591,481 Total revenue recognized $ 758,740 $ 719,367 $ 718,632 |
Schedule of 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, 2021 $ 362,669 Deferred revenue recognized (505,646) Additional amounts deferred 519,200 Deferred revenue acquired in business combinations 263 Balance at December 31, 2022 376,486 Deferred revenue recognized (531,132) Additional amounts deferred 541,623 Balance at December 31, 2023 $ 386,977 |
Schedule of Remaining Performance Obligations for Revenue Recognition | We expect to recognize revenue related to these remaining performance obligations as of December 31, 2023 as follows: Revenue Recognition Expected by Period Total Less than 1 1-3 years More than (in thousands) Expected recognition of deferred revenue $ 386,977 $ 344,907 $ 40,957 $ 1,113 |
Schedule of Deferred Commissions Balance | Details of our deferred commissions balance was as follow s: Deferred Commissions (in thousands) Balance at December 31, 2021 $ 18,897 Commissions capitalized 10,326 Amortization recognized (6,683) Balance at December 31, 2022 22,540 Commissions capitalized 9,475 Amortization recognized (8,452) Balance at December 31, 2023 $ 23,563 December 31, 2023 2022 (in thousands) Classified as: Current $ 7,926 $ 6,936 Non-current 15,637 15,604 Total deferred commissions $ 23,563 $ 22,540 |
Schedule of 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, 2023 2022 2021 (in thousands) Amortization of acquired license technologies $ 3,693 $ 17,239 $ 148,609 Amortization of acquired subscription technologies 9,676 10,896 11,364 Total amortization of acquired technologies $ 13,369 $ 28,135 $ 159,973 Intangible asset amortization expense was as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Intangible asset amortization expense $ 61,798 $ 80,648 $ 215,447 The decrease in intangible asset amortization expense for the years ended December 31, 2023 and 2022, as compared to the year ended December 31, 2021, was primarily due to developed product technologies, acquired in connection with the Take Private, being fully amortized. |
Schedule of Advertising Expense | Year Ended December 31, 2023 2022 2021 (in thousands) Advertising expense $ 22,785 $ 35,069 $ 39,318 |
Schedule of Stock Option Valuation Assumptions | For the year ended December 31, 2021, 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) Expected dividend yield — % Volatility 39.9 % Risk-free rate of return 0.4 % Expected life 3.1 years ________________ (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 were reflected as new grants issued at the modification date fair value and the previous grants were forfeited. |
Schedule of 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, 2023 2022 2021 (in thousands) Impact to income (loss) before income taxes due to stock-based compensation $ 75,727 $ 67,050 $ 58,763 Income tax benefit related to stock-based compensation 10,329 11,580 11,502 |
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, 2023 2022 (in thousands) Demand deposit accounts $ 56,105 $ 72,905 Money market funds 195,017 48,833 Commercial paper 31,586 — U.S. Treasury securities 1,987 — Total cash and cash equivalents $ 284,695 $ 121,738 |
Schedules of Concentration of Risk, by Risk Factor | The following distributors represented more than 10% of our revenue: Year Ended December 31, 2023 2022 2021 Distributor A 13.8 % 12.2 % 11.7 % Distributor B 16.2 % 15.0 % 12.6 % |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule Of Discontinued Operations | The following table summarizes the results of operations of N-able presented as discontinued operations: Year Ended December 31, 2021 (in thousands) Revenue: Subscription $ 183,594 Maintenance 5,053 Total revenue 188,647 Cost of revenue: Cost of recurring revenue 25,218 Amortization of acquired technologies 3,950 Total cost of revenue 29,168 Gross profit 159,479 Operating expenses: Sales and marketing 55,249 Research and development 27,133 General and administrative 42,994 Amortization of acquired intangibles 10,626 Total operating expenses 136,002 Operating income from discontinued operations 23,477 Other income (expense): Other income (expense), net (608) Income from discontinued operations before income taxes 22,869 Income tax expense 9,807 Net income from discontinued operations, net of tax $ 13,062 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The following table reflects the changes in goodwill for the years ended December 31, 2023 and 2022: (in thousands) Balance at December 31, 2021 $ 3,308,405 Acquisitions 5,415 Goodwill impairment (891,101) Foreign currency translation and other adjustments (42,660) Balance at December 31, 2022 2,380,059 Foreign currency translation and other adjustments 17,486 Balance at December 31, 2023 $ 2,397,545 |
Schedule of Intangible Assets | Intangible assets consisted of the following at December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Gross Accumulated Net Gross Accumulated Net (in thousands) Developed product technologies $ 72,649 $ (50,589) $ 22,060 $ 81,583 $ (46,228) $ 35,355 Customer relationships 430,353 (335,948) 94,405 451,931 (310,445) 141,486 Intellectual property 2,197 (912) 1,285 1,965 (702) 1,263 Trademarks 765 (574) 191 759 (190) 569 Total definite-lived intangible assets 505,964 (388,023) 117,941 536,238 (357,565) 178,673 Indefinite-lived trade names 65,747 — 65,747 65,307 — 65,307 Total intangible assets $ 571,711 $ (388,023) $ 183,688 $ 601,545 $ (357,565) $ 243,980 |
Schedule of 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, 2023 2022 2021 (in thousands) Amortization of acquired license technologies $ 3,693 $ 17,239 $ 148,609 Amortization of acquired subscription technologies 9,676 10,896 11,364 Total amortization of acquired technologies $ 13,369 $ 28,135 $ 159,973 Intangible asset amortization expense was as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Intangible asset amortization expense $ 61,798 $ 80,648 $ 215,447 The decrease in intangible asset amortization expense for the years ended December 31, 2023 and 2022, as compared to the year ended December 31, 2021, was primarily due to developed product technologies, acquired in connection with the Take Private, being fully amortized. |
Schedule of Estimated Intangible Asset Amortization Expense | As of December 31, 2023, we estimate aggregate intangible asset amortization expense to be as follows: Estimated Amortization (in thousands) 2024 $ 53,367 2025 50,213 2026 9,314 2027 4,582 2028 149 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-Sale Securities Reconciliation | The following table summarizes our short-term investments: December 31, 2023 Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value (in thousands) Short-term investments: Available-for-sale securities: U.S. Treasury securities $ 3,979 $ 1 $ — $ 3,980 Commercial paper 497 — — 497 Total short-term investments $ 4,476 $ 1 $ — $ 4,477 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: 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: December 31, 2023 Cost Fair Value (in thousands) Due in one year or less $ 4,476 $ 4,477 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of 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, 2023 and 2022. There have been no transfers between fair value measurement levels during the year ended December 31, 2023. Fair Value Measurements at December 31, 2023 Using Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Significant Total (in thousands) Cash equivalents: Money market funds $ 195,017 $ — $ — $ 195,017 U.S. Treasury securities — 1,987 — 1,987 Commercial paper — 31,586 — 31,586 Total cash equivalents 195,017 33,573 — 228,590 Short-term investments: U.S. Treasury securities — 3,980 — 3,980 Commercial paper — 497 — 497 Total short-term investments — 4,477 — 4,477 Total assets $ 195,017 $ 38,050 $ — $ 233,067 Fair Value Measurements at December 31, 2022 Using Quoted Prices in Active Markets for Identical Assets (Level 1) 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 securities — 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 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 (in thousands) Equipment, servers and computers $ 29,063 $ 29,519 Furniture and fixtures 3,363 4,241 Software 713 958 Leasehold improvements 25,321 25,214 58,460 59,932 Less: Accumulated depreciation and amortization (38,791) (33,298) Property and equipment, net $ 19,669 $ 26,634 Depreciation and amortization expense on property and equipment was as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Depreciation and amortization $ 11,388 $ 10,109 $ 11,074 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Operating Lease Costs | The components of operating lease costs were as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Operating lease costs $ 15,319 $ 17,114 $ 20,224 Variable lease costs (1) 2,915 2,296 2,213 Short-term lease costs 354 511 396 Sublease income received (2,883) (3,201) (2,559) Total lease costs $ 15,705 $ 16,720 $ 20,274 ____________ |
Schedule of Lease Liabilities | Maturities of our operating lease liabilities as of December 31, 2023 were as follows: (in thousands) 2024 $ 17,609 2025 15,750 2026 15,952 2027 14,517 2028 4,866 Thereafter 3,022 Total minimum lease payments 71,716 Less: imputed interest (6,943) Present value of operating lease liabilities $ 64,773 |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to our leases was as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Cash paid for amounts included in the measurement of operating lease liabilities $ 18,868 $ 16,954 $ 18,910 Right-of-use assets obtained in exchange for operating lease liabilities 6,441 1,322 2,108 |
Accrued Liabilities and Other (
Accrued Liabilities and Other (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities and Other Current Liabilities | Accrued liabilities and other current liabilities were as follows: December 31, 2023 2022 (in thousands) Payroll-related accruals $ 39,082 $ 21,576 Litigation settlement payable (1) — 26,000 Other accrued expenses and current liabilities 17,561 20,708 Total accrued liabilities and other $ 56,643 $ 68,284 ___________ (1) See Note 16. Commitments and Contingencies |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Debt | The following table summarizes information relating to our debt: 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 1,235,662 9.11 % 1,245,000 8.32 % Total principal amount 1,235,662 1,245,000 Unamortized discount and debt issuance costs (32,278) (42,897) Total debt 1,203,384 1,202,103 Less: Current portion of long-term debt (12,450) (9,338) Total long-term debt $ 1,190,934 $ 1,192,765 |
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, 2023: (in thousands) 2024 $ 12,450 2025 12,450 2026 12,450 2027 1,198,312 Total minimum principal payments $ 1,235,662 |
Stockholders_ Equity and Stoc_2
Stockholders’ Equity and Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Option Grant Activity | Option grant activity under the 2016 Plan was as follows: Number of Weighted- Aggregate Weighted- Outstanding balances at December 31, 2022 266,193 $ 1.19 Options granted — — Options exercised (131,068) 1.09 Options forfeited — — Options expired (7,903) 1.30 Outstanding balances at December 31, 2023 127,222 $ 1.28 Options exercisable at December 31, 2023 127,222 $ 1.28 $ 1,426 3.6 Options vested and expected to vest at December 31, 2023 127,222 $ 1.28 $ 1,426 3.6 |
Schedule of Additional Information Regarding Options | Additional information regarding options is as follows (in thousands except for per share amounts): Year Ended December 31, 2023 2022 2021 Weighted-average grant date fair value per share of options granted during the period $ — $ — $ 3.84 Aggregate intrinsic value of options exercised during the period 1,037 536 5,879 Aggregate fair value of options vested during the period 24 31 392 |
Schedule of Grant Date Fair Value | Additional information regarding options is as follows (in thousands except for per share amounts): Year Ended December 31, 2023 2022 2021 Weighted-average grant date fair value per share of options granted during the period $ — $ — $ 3.84 Aggregate intrinsic value of options exercised during the period 1,037 536 5,879 Aggregate fair value of options vested during the period 24 31 392 |
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, 2022 3,117 Restricted stock granted and issued — Restricted stock vested (3,117) Restricted stock repurchased - unvested shares — Unvested balances at December 31, 2023 — |
Summary of Restricted Stock Unit Activity | The following table summarizes information about RSUs under the 2018 Plan: Number of Weighted-Average Grant Date Fair Value Per Share Aggregate Intrinsic Value Weighted-Average Remaining Contractual Term Unvested balances at December 31, 2022 10,244,903 $ 14.17 RSUs granted 6,037,279 9.18 RSUs vested (5,160,872) 13.62 RSUs forfeited (1,634,429) 11.76 Unvested balances at December 31, 2023 9,486,881 $ 11.70 $ 118,491 1.3 |
Summary of Performance Stock Unit Activity | The following table summarizes information about PSUs under the 2018 Plan: Number of Weighted-Average Grant Date Fair Value Per Share Aggregate Intrinsic Value Weighted-Average Remaining Contractual Term Unvested balances at December 31, 2022 1,513,574 $ 13.38 PSUs granted 1,744,074 8.87 PSUs vested (841,567) 13.40 PSUs forfeited (415,158) 10.01 Unvested balances at December 31, 2023 2,000,923 $ 10.13 $ 24,992 0.8 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of 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, 2023 2022 2021 (in thousands) Basic earnings (loss) per share Numerator: Net loss from continuing operations $ (9,109) $ (929,413) $ (64,470) Net income from discontinued operations — — 13,062 Net loss (9,109) (929,413) (51,408) Dividends on unvested restricted stock — — (160) Earnings allocated to unvested restricted stock — — — Net loss from continuing operations available to common stockholders $ (9,109) $ (929,413) $ (64,630) Net income from discontinued operations available to common stockholders $ — $ — $ 13,062 Denominator: Weighted-average common shares outstanding used in computing basic earnings (loss) per share 164,631 160,841 158,040 Diluted earnings (loss) per share Numerator: Net loss from continuing operations available to common stockholders $ (9,109) $ (929,413) $ (64,630) Net income from discontinued operations available to common stockholders $ — $ — $ 13,062 Denominator: Weighted-average shares used in computing basic earnings (loss) per share 164,631 160,841 158,040 Add dilutive impact of employee equity plans — — — Weighted-average shares used in computing diluted earnings (loss) per share 164,631 160,841 158,040 |
Schedule of 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, 2023 2022 2021 (in thousands) Total anti-dilutive shares 14,987 11,648 6,476 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Costs of Retirement Plans | Our expense related to the plan was as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Employee benefit plan expense $ 4,830 $ 5,016 $ 4,925 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 2021 (in thousands) U.S. $ 75,329 $ (824,064) $ (130,395) International (41,190) (83,963) 33,456 Income (loss) before income taxes $ 34,139 $ (908,027) $ (96,939) |
Schedule of Income Tax Expense (Benefit) | Income tax expense (benefit) was composed of the following: Year Ended December 31, 2023 2022 2021 (in thousands) Current: Federal $ 29,518 $ 14,688 $ (861) State 4,978 1,374 1,516 International 9,904 4,361 (1,623) 44,400 20,423 (968) Deferred: Federal (5,322) (9,024) (30,738) State (1,076) 454 (3,419) International 5,246 9,533 2,656 (1,152) 963 (31,501) $ 43,248 $ 21,386 $ (32,469) |
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, 2023 2022 2021 (in thousands) Expense (benefit) derived by applying the federal statutory income tax rate to income (loss) before income taxes $ 7,169 $ (190,686) $ (20,474) State taxes, net of federal benefit 2,859 1,182 (2,530) Permanent items 2,130 963 406 Global intangible low-taxed income 5,368 4,700 — Foreign-derived intangible income (1,422) (335) (514) Base erosion and anti-abuse tax — — 2,297 Research and experimentation tax credits (1,796) (1,862) (3,438) Withholding tax 2,628 3,936 2,870 Foreign Tax Credits (1,184) (1,116) (1,269) Valuation allowance 27,183 30,761 (358) Stock-based compensation 3,424 5,417 1,510 Effect of foreign operations (8,228) 4,412 (10,969) Nondeductible officer compensation 5,117 2,904 — Goodwill impairment — 161,110 — $ 43,248 $ 21,386 $ (32,469) |
Schedule of Components of Net Deferred Tax Amounts | The components of the net deferred tax amounts recognized in the accompanying consolidated balance sheets were: December 31, 2023 2022 (in thousands) Deferred tax assets: Allowance for credit losses $ 131 $ 179 Net operating loss 15,380 16,563 Foreign royalty — 310 Research and experimentation credits 6,746 6,720 Capitalized research and development 28,215 15,932 Stock-based compensation 7,598 9,703 Intangibles 124,721 116,477 Interest 24,878 15,612 Deferred revenue 3,767 3,332 Unrealized exchange gain 70 267 States 250 79 Leases 12,742 16,002 Other credits 4,235 3,593 Total deferred tax assets 228,733 204,769 Valuation allowance (78,089) (47,805) Deferred tax assets, net of valuation allowance 150,644 156,964 Deferred tax liabilities: Property and equipment 1,115 3,072 Prepaid expenses 2,646 3,176 Debt costs 599 1,201 Leases 7,827 16,153 Accrued expenses 7,166 7,022 Total deferred tax liabilities 19,353 30,624 Net deferred tax asset (liability) $ 131,291 $ 126,340 |
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, 2023 2022 2021 (in thousands) Gross unrecognized tax benefits $ 14,759 $ 14,113 $ 17,943 The aggregate changes in the balance of our gross unrecognized tax benefits, excluding accrued interest and penalties, were as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Balance, beginning of year $ 14,113 $ 17,943 $ 27,439 Increases for tax positions related to the current year 920 374 929 Increases for tax positions related to prior years 484 38 — Decreases for tax positions related to prior years — (2,938) (4,402) Settlement with taxing authorities — (1,009) — Reductions due to lapsed statute of limitations (758) (295) (6,023) Balance, end of year $ 14,759 $ 14,113 $ 17,943 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Loss Contingencies Pre-Tax Expenses | We recorded pre-tax expenses related to the Cyber Incident as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Cost of recurring revenue $ — $ 178 $ 2,153 Sales and marketing — 130 1,638 Research and development — 2 52 General and administrative 17,714 56,125 45,281 Total gross expenses related to the Cyber Incident 17,714 56,435 49,124 Less: proceeds received or expected to be received under our insurance coverage (19,798) (30,202) (16,010) Total net expenses (proceeds) related to the Cyber Incident $ (2,084) $ 26,233 $ 33,114 |
Schedule of Minimum Purchase Commitments | The expected payments for our minimum purchase commitments at December 31, 2023 were as follows: (in thousands) 2024 $ 25,268 2025 32,500 2026 34,500 2027 4,500 Total purchase commitments $ 96,768 |
Operating Segments and Geogra_2
Operating Segments and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 2022 2021 (in thousands) Revenue United States, country of domicile $ 494,971 $ 472,834 $ 469,791 International 263,769 246,533 248,841 Total revenue $ 758,740 $ 719,367 $ 718,632 |
Schedule of Long-lived Assets by Geographic Area | December 31, 2023 2022 (in thousands) Long-lived assets, net United States, country of domicile $ 12,743 $ 19,174 Philippines 2,419 3,508 All other international 4,507 3,952 Total long-lived assets, net $ 19,669 $ 26,634 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Aug. 24, 2021 USD ($) $ / shares | Jul. 30, 2021 $ / shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / shares | |
Accounting Policies [Abstract] | |||||
Stock split, conversion ratio | 0.5 | ||||
Special dividend declared (in dollars per share) | $ 1.50 | ||||
Special dividend paid (in dollars per share) | $ 1.50 | $ 1.50 | |||
Payments of dividends | $ | $ 237,200 | $ 0 | $ 0 | $ 237,214 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Acquisitions (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Intellectual property | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted-average useful life | 10 years |
Minimum | Trademarks | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted-average useful life | 2 years |
Minimum | Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted-average useful life | 2 years |
Minimum | Customer backlog | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted-average useful life | 2 years |
Minimum | Non-competition covenants | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted-average useful life | 2 years |
Minimum | Developed Technology Rights | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted-average useful life | 2 years |
Maximum | Trademarks | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted-average useful life | 10 years |
Maximum | Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted-average useful life | 10 years |
Maximum | Customer backlog | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted-average useful life | 10 years |
Maximum | Non-competition covenants | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted-average useful life | 10 years |
Maximum | Developed Technology Rights | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted-average useful life | 10 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||||
Goodwill impairment | $ 278,700 | $ 612,400 | $ 0 | $ 891,101 | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Indefinite-lived Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2022 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Indefinite-lived intangible asset impairment charges | $ 5.9 | $ 9.4 |
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | General and administrative | General and administrative |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Long-lived Assets (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2022 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment of long-lived asset | $ 0 | $ 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Property and Equipment (Details) | Dec. 31, 2023 |
Minimum | Equipment, servers and computers | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Minimum | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Minimum | Software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Maximum | Equipment, servers and computers | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Maximum | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
Maximum | Software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Internal-Use Software and Website Development Costs (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Line Items] | |||
Impairments to internal-use software | $ 0 | $ 0 | $ 0 |
Capitalized internal-use software, net | 25,500,000 | 19,300,000 | |
Capitalized internal-use software and website development costs | $ 9,000,000 | $ 4,200,000 | $ 3,300,000 |
Computer Software | |||
Accounting Policies [Line Items] | |||
Estimated useful life | 3 years |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Debt Issuance Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Amortization of debt issuance costs | $ 10,718 | $ 9,056 | $ 9,103 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | $ 1,369,653 | $ 2,287,896 | $ 3,010,687 |
Other comprehensive gain (loss) before reclassification | 20,011 | (49,420) | |
Amount reclassified from accumulated other comprehensive income (loss) | 0 | 0 | |
Other comprehensive income (loss) | 20,011 | (49,420) | (125,906) |
Balance at end of period | 1,442,044 | 1,369,653 | 2,287,896 |
Accumulated Other Comprehensive Income (Loss) | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (48,114) | 1,306 | 127,212 |
Balance at end of period | (28,103) | (48,114) | 1,306 |
Foreign Currency Translation Adjustments | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (47,996) | 1,306 | |
Other comprehensive gain (loss) before reclassification | 19,893 | (49,302) | |
Amount reclassified from accumulated other comprehensive income (loss) | 0 | 0 | |
Other comprehensive income (loss) | 19,893 | (49,302) | |
Balance at end of period | (28,103) | (47,996) | 1,306 |
Unrealized Gain (Loss) on Investments, Net of Tax | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (118) | 0 | |
Other comprehensive gain (loss) before reclassification | 118 | (118) | |
Amount reclassified from accumulated other comprehensive income (loss) | 0 | 0 | |
Other comprehensive income (loss) | 118 | (118) | |
Balance at end of period | $ 0 | $ (118) | $ 0 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Revenue Recognition (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Maintenance service period | 1 year |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Summary of Revenue Recognized at a Point in Time and Over Time (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue recognized | $ 758,740 | $ 719,367 | $ 718,632 |
Revenue recognized at a point in time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue recognized | 156,414 | 136,076 | 127,151 |
Revenue recognized over time | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue recognized | $ 602,326 | $ 583,291 | $ 591,481 |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Deferred Revenue (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Revenue, advance billing period | 12 months |
Summary of Significant Accou_16
Summary of Significant Accounting Policies - Details of Total Deferred Revenue Balance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Beginning balance | $ 376,486 | $ 362,669 |
Deferred revenue recognized | (531,132) | (505,646) |
Additional amounts deferred | 541,623 | 519,200 |
Deferred revenue acquired in business combinations | 263 | |
Ending balance | $ 386,977 | $ 376,486 |
Summary of Significant Accou_17
Summary of Significant Accounting Policies - Expected Recognition of Deferred Revenue (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected recognition of deferred revenue | $ 386,977 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected recognition of deferred revenue | $ 344,907 |
Deferred revenue, remaining performance obligation, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected recognition of deferred revenue | $ 40,957 |
Deferred revenue, remaining performance obligation, period | 2 years |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Expected recognition of deferred revenue | $ 1,113 |
Deferred revenue, remaining performance obligation, period |
Summary of Significant Accou_18
Summary of Significant Accounting Policies - Deferred Commissions Balance (Details) - Deferred Commissions | Dec. 31, 2023 |
Minimum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Amortization period of contract acquisition costs | 3 years |
Maximum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Amortization period of contract acquisition costs | 6 years |
Summary of Significant Accou_19
Summary of Significant Accounting Policies - Capitalized Contract Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Commissions, Roll Forward [Roll Forward] | ||
Beginning balance | $ 22,540 | $ 18,897 |
Commissions capitalized | 9,475 | 10,326 |
Amortization recognized | (8,452) | (6,683) |
Ending balance | 23,563 | 22,540 |
Current | 7,926 | 6,936 |
Non-current | 15,637 | 15,604 |
Total deferred commissions | $ 23,563 | $ 22,540 |
Summary of Significant Accou_20
Summary of Significant Accounting Policies - Amortization of Acquired Technologies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | |||
Total amortization of acquired technologies | $ 13,369 | $ 28,135 | $ 159,973 |
License | |||
Product Information [Line Items] | |||
Total amortization of acquired technologies | 3,693 | 17,239 | 148,609 |
Subscription | |||
Product Information [Line Items] | |||
Total amortization of acquired technologies | $ 9,676 | $ 10,896 | $ 11,364 |
Summary of Significant Accou_21
Summary of Significant Accounting Policies - Schedule of Advertising Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Advertising expense | $ 22,785 | $ 35,069 | $ 39,318 |
Summary of Significant Accou_22
Summary of Significant Accounting Policies - Schedule of Stock Option Value Assumptions (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted (in shares) | 0 | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted (in shares) | 0 | 0 | 0 |
Expected dividend yield | 0% | 0% | |
Volatility | 39.90% | ||
Risk-free rate of return | 0.40% | ||
Expected life | 3 years 1 month 6 days |
Summary of Significant Accou_23
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Impact to income (loss) before income taxes due to stock-based compensation | $ 75,727 | $ 67,050 | $ 58,763 |
Income tax benefit related to stock-based compensation | $ 10,329 | $ 11,580 | $ 11,502 |
Summary of Significant Accou_24
Summary of Significant Accounting Policies - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Line Items] | ||
Total cash and cash equivalents | $ 284,695 | $ 121,738 |
Demand deposit accounts | ||
Cash and Cash Equivalents [Line Items] | ||
Total cash and cash equivalents | 56,105 | 72,905 |
Money market funds | ||
Cash and Cash Equivalents [Line Items] | ||
Total cash and cash equivalents | 195,017 | 48,833 |
Commercial paper | ||
Cash and Cash Equivalents [Line Items] | ||
Total cash and cash equivalents | 31,586 | 0 |
U.S. Treasury securities | ||
Cash and Cash Equivalents [Line Items] | ||
Total cash and cash equivalents | $ 1,987 | $ 0 |
Summary of Significant Accou_25
Summary of Significant Accounting Policies - Concentration of Risks (Details) - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Distributor A | Revenue Benchmark | |||
Product Information [Line Items] | |||
Concentration risk percentage | 13.80% | 12.20% | 11.70% |
Distributor A | Accounts Receivable | |||
Product Information [Line Items] | |||
Concentration risk percentage | 11.60% | 11.70% | |
Distributor B | Revenue Benchmark | |||
Product Information [Line Items] | |||
Concentration risk percentage | 16.20% | 15% | 12.60% |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Jul. 19, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | Oct. 31, 2018 | |
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] | |||||
Proceeds from divestiture of businesses | $ 324.7 | ||||
Proceeds from one-time dividends payment | 238.2 | ||||
Cash divested from deconsolidation | $ 57.3 | ||||
Spin-off costs | $ 0.2 | $ 31.6 | |||
N-able | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.001 | ||||
Spinoff transaction, conversion ratio | 50% |
Discontinued Operations - Summa
Discontinued Operations - Summarizes the Results of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other income (expense): | |||
Net income from discontinued operations, net of tax | $ 0 | $ 0 | $ 13,062 |
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | N-able | |||
Revenue: | |||
Total revenue | 188,647 | ||
Cost of revenue: | |||
Cost of recurring revenue | 25,218 | ||
Amortization of acquired technologies | 3,950 | ||
Total cost of revenue | 29,168 | ||
Gross profit | 159,479 | ||
Operating expenses: | |||
Sales and marketing | 55,249 | ||
Research and development | 27,133 | ||
General and administrative | 42,994 | ||
Amortization of acquired intangibles | 10,626 | ||
Total operating expenses | 136,002 | ||
Operating income from discontinued operations | 23,477 | ||
Other income (expense): | |||
Other income (expense), net | (608) | ||
Income from discontinued operations before income taxes | 22,869 | ||
Income tax expense | 9,807 | ||
Net income from discontinued operations, net of tax | 13,062 | ||
Subscription | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | N-able | |||
Revenue: | |||
Total revenue | 183,594 | ||
Maintenance | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | N-able | |||
Revenue: | |||
Total revenue | $ 5,053 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | |||||
Balance at beginning of period | $ 2,380,059 | $ 3,308,405 | |||
Acquisitions | 5,415 | ||||
Goodwill impairment | $ (278,700) | $ (612,400) | 0 | (891,101) | $ 0 |
Foreign currency translation and other adjustments | 17,486 | (42,660) | |||
Balance at end of period | $ 2,397,545 | $ 2,380,059 | $ 3,308,405 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Accumulated goodwill impairment | $ 897.2 | $ 893 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 505,964 | $ 536,238 |
Accumulated Amortization | (388,023) | (357,565) |
Net | 117,941 | 178,673 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Gross Carrying Amount | 571,711 | 601,545 |
Accumulated Amortization | (388,023) | (357,565) |
Net | 183,688 | 243,980 |
Trademarks | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived trade names | 65,747 | 65,307 |
Developed product technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 72,649 | 81,583 |
Accumulated Amortization | (50,589) | (46,228) |
Net | 22,060 | 35,355 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | (50,589) | (46,228) |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 430,353 | 451,931 |
Accumulated Amortization | (335,948) | (310,445) |
Net | 94,405 | 141,486 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | (335,948) | (310,445) |
Intellectual property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,197 | 1,965 |
Accumulated Amortization | (912) | (702) |
Net | 1,285 | 1,263 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | (912) | (702) |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 765 | 759 |
Accumulated Amortization | (574) | (190) |
Net | 191 | 569 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ (574) | $ (190) |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Intangible Assets Amortization Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Intangible asset amortization expense | $ 61,798 | $ 80,648 | $ 215,447 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Estimated Intangible Asset Amortization Expense (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Estimated Amortization | |
2024 | $ 53,367 |
2025 | 50,213 |
2026 | 9,314 |
2027 | 4,582 |
2028 | $ 149 |
Investments - Available-For-Sal
Investments - Available-For-Sale Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Short-term investments: | ||
Cost | $ 4,476 | $ 27,263 |
Gross Unrealized Gains | 1 | 0 |
Gross Unrealized Losses | 0 | (149) |
Fair Value | 4,477 | 27,114 |
U.S. Treasury securities | ||
Short-term investments: | ||
Cost | 3,979 | 6,013 |
Gross Unrealized Gains | 1 | 0 |
Gross Unrealized Losses | 0 | (43) |
Fair Value | 3,980 | 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 | 497 | 798 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | $ 497 | 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 Greater, 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 Greater, 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 Greater, 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 Greater, 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 | Dec. 31, 2023 USD ($) |
Cost | |
Due in one year or less | $ 4,476 |
Fair Value | |
Due in one year or less | $ 4,477 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Financial Assets Measured on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | $ 228,590 | $ 48,833 |
Short-term investments: | 4,477 | 27,114 |
Total assets | 233,067 | 75,947 |
U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments: | 3,980 | 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: | 497 | 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: | 195,017 | 48,833 |
Short-term investments: | 0 | 0 |
Total assets | 195,017 | 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 | 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: | 33,573 | 0 |
Short-term investments: | 4,477 | 27,114 |
Total assets | 38,050 | 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: | 3,980 | 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: | 497 | 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 | 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: | 195,017 | 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: | 195,017 | 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: | 1,987 | |
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: | 1,987 | |
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: | 31,586 | |
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: | 31,586 | |
Commercial paper | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents: | $ 0 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 58,460 | $ 59,932 |
Less: Accumulated depreciation and amortization | (38,791) | (33,298) |
Property and equipment, net | 19,669 | 26,634 |
Equipment, servers and computers | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 29,063 | 29,519 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,363 | 4,241 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 713 | 958 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 25,321 | $ 25,214 |
Property and Equipment - Sche_2
Property and Equipment - Schedule of Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization | $ 11,388 | $ 10,109 | $ 11,074 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Property, Plant and Equipment [Line Items] | |
Operating lease impairment charges and exit fee | $ 11.5 |
Remaining lease term (in years) | 4 years 4 months 24 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) | 8 years |
Leases - Operating Lease Costs
Leases - Operating Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease costs | $ 15,319 | $ 17,114 | $ 20,224 |
Variable lease costs | 2,915 | 2,296 | 2,213 |
Short-term lease costs | 354 | 511 | 396 |
Sublease income received | (2,883) | (3,201) | (2,559) |
Total lease costs | $ 15,705 | $ 16,720 | $ 20,274 |
Leases - Lease Liabilities (Det
Leases - Lease Liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 17,609 |
2025 | 15,750 |
2026 | 15,952 |
2027 | 14,517 |
2028 | 4,866 |
Thereafter | 3,022 |
Total minimum lease payments | 71,716 |
Less: imputed interest | (6,943) |
Present value of operating lease liabilities | $ 64,773 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 18,868 | $ 16,954 | $ 18,910 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 6,441 | $ 1,322 | $ 2,108 |
Accrued Liabilities and Other -
Accrued Liabilities and Other - Schedule of Accrued Liabilities and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Payroll-related accruals | $ 39,082 | $ 21,576 |
Litigation settlement payable | 0 | 26,000 |
Other accrued expenses and current liabilities | 17,561 | 20,708 |
Total accrued liabilities and other | $ 56,643 | $ 68,284 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Amount | ||
Total principal amount | $ 1,235,662 | $ 1,245,000 |
Unamortized discount and debt issuance costs | (32,278) | (42,897) |
Total minimum principal payments | 1,203,384 | 1,202,103 |
Less: Current portion of long-term debt | (12,450) | (9,338) |
Total long-term debt | 1,190,934 | 1,192,765 |
Secured Debt | First Lien Term Loan (as amended) due Feb 2027 | ||
Amount | ||
Total principal amount | $ 1,235,662 | $ 1,245,000 |
Effective Rate | 9.11% | 8.32% |
Revolving Credit Facility | Line of Credit | ||
Amount | ||
Total principal amount | $ 0 | $ 0 |
Effective Rate | 0% | 0% |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Jan. 23, 2024 | Dec. 31, 2023 | Nov. 23, 2022 |
Credit Suisse | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1% | ||
Credit Suisse | Federal Funds Effective Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.50% | ||
Credit Suisse | 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% | ||
Credit Suisse | 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% | ||
Credit Suisse | Line of Credit | Revolving Credit Facility | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.25% | ||
Credit Suisse | Line of Credit | Letter of Credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 35,000,000 | ||
First Lien Term Loan | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 3.25% | ||
First Lien Term Loan | Credit Suisse | Secured Debt | |||
Debt Instrument [Line Items] | |||
Face amount of debt | $ 1,245,000,000 | ||
Quarterly periodic payment, as a percentage | 0.25% | ||
Covenant, leverage ratio, maximum | 7.40 | ||
First Lien Term Loan | Credit Suisse | 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 | Credit Suisse | Secured Debt | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.75% | ||
Multi-Currency Tranche | Credit Suisse | Line of Credit | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 112,500,000 | ||
Single Currency Tranche | Credit Suisse | 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 | Credit Suisse | Secured Debt | |||
Debt Instrument [Line Items] | |||
Maturity date covenant, amount outstanding threshold | $ 150,000,000 |
Debt - Summary of Future Minimu
Debt - Summary of Future Minimum Principal Payments of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
Total minimum principal payments | $ 1,203,384 | $ 1,202,103 |
First Lien Term Loan | Credit Suisse | Secured Debt | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2024 | 12,450 | |
2025 | 12,450 | |
2026 | 12,450 | |
2027 | 1,198,312 | |
Total minimum principal payments | $ 1,235,662 |
Stockholders_ Equity and Stoc_3
Stockholders’ Equity and Stock-Based Compensation - Common Stock and Preferred Stock (Details) | Dec. 31, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Jul. 19, 2021 $ / shares | Oct. 31, 2018 vote $ / shares shares |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options outstanding (in shares) | 127,222 | 266,193 | |
2016 Equity Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Stock options outstanding (in shares) | 127,222 | ||
2016 Equity Plan | Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Repurchase of stock (in shares) | 10,850 | 95,575 | |
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 | ||
Oct. 31, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards outstanding (in shares) | 9,486,881 | 10,244,903 | |
Performance Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards outstanding (in shares) | 2,000,923 | 1,513,574 | |
2018 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Awards outstanding (in shares) | 11,487,804 | ||
Stock reserved for future issuance (in shares) | 39,231,258 | ||
2018 Equity Incentive Plan | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awards outstanding (in shares) | 9,486,881 | ||
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) | 2,000,923 | ||
Vesting period | 3 years |
Stockholders_ Equity and Stoc_6
Stockholders’ Equity and Stock-Based Compensation - Option Grant Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Number of Shares Outstanding | |
Outstanding balances at beginning of period (in shares) | shares | 266,193 |
Options granted (in shares) | shares | 0 |
Options exercised (in shares) | shares | (131,068) |
Options forfeited (in shares) | shares | 0 |
Options expired (in shares) | shares | (7,903) |
Outstanding balances at end of period (in shares) | shares | 127,222 |
Options exercisable at end of period (in shares) | shares | 127,222 |
Options vested and expected to vest at end of period (in shares) | shares | 127,222 |
Weighted- Average Exercise Price | |
Outstanding balances at beginning of period (in dollars per share) | $ / shares | $ 1.19 |
Options granted (in dollars per share) | $ / shares | 0 |
Options exercised (in dollars per share) | $ / shares | 1.09 |
Options forfeited (in dollars per share) | $ / shares | 0 |
Options expired (in dollars per share) | $ / shares | 1.30 |
Outstanding balances at the end of period (in dollars per share) | $ / shares | 1.28 |
Options exercisable at end of period (in dollars per share) | $ / shares | 1.28 |
Options vested and expected to vest at end of period (in dollars per share) | $ / shares | $ 1.28 |
Aggregate Intrinsic Value (in thousands) | |
Options exercisable at December 31, 2023 | $ | $ 1,426 |
Options vested and expected to vest at December 31, 2023 | $ | $ 1,426 |
Weighted- Average Remaining Contractual Term (in years) | |
Options exercisable at December 31, 2023 | 3 years 7 months 6 days |
Options vested and expected to vest at December 31, 2023 | 3 years 7 months 6 days |
Stockholders_ Equity and Stoc_7
Stockholders’ Equity and Stock-Based Compensation - Additional Information Regarding Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Weighted-average grant date fair value per share of options granted during the period (in dollars per share) | $ 0 | $ 0 | $ 3.84 |
Aggregate intrinsic value of options exercised during the period | $ 1,037 | $ 536 | $ 5,879 |
Aggregate fair value of options vested during the period | $ 24 | $ 31 | $ 392 |
Stockholders_ Equity and Stoc_8
Stockholders’ Equity and Stock-Based Compensation - Schedule of Restricted Stock (Details) - Restricted Stock | 12 Months Ended |
Dec. 31, 2023 shares | |
Number of Shares Outstanding | |
Unvested balances at beginning of period (in shares) | 3,117 |
Restricted stock granted and issued (in shares) | 0 |
Restricted stock vested (in shares) | (3,117) |
Restricted stock repurchased - unvested shares (in shares) | 0 |
Unvested balances at end of period (in shares) | 0 |
Stockholders_ Equity and Stoc_9
Stockholders’ Equity and Stock-Based Compensation - Restricted Stock, Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 75,727,000 | $ 67,050,000 | $ 58,763,000 |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock granted and issued (in shares) | 0 | ||
Intrinsic value of shares vested | $ 0 | $ 600,000 | $ 15,000,000 |
Stock-based compensation expense | $ 0 |
Stockholders_ Equity and Sto_10
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, 2023 USD ($) $ / shares shares | |
Number of Units Outstanding | |
Unvested balances at beginning of period (in shares) | shares | 10,244,903 |
Stock units granted (in shares) | shares | 6,037,279 |
Stock units vested (in shares) | shares | (5,160,872) |
Stock units forfeited (in shares) | shares | (1,634,429) |
Unvested balances at end of period (in shares) | shares | 9,486,881 |
Weighted-Average Grant Date Fair Value Per Share | |
Unvested balances at beginning of period (in dollars per share) | $ / shares | $ 14.17 |
Stock units granted (in dollars per share) | $ / shares | 9.18 |
Stock units vested (in dollars per share) | $ / shares | 13.62 |
Stock units forfeited (in dollars per share) | $ / shares | 11.76 |
Unvested balances at end of period (in dollars per share) | $ / shares | $ 11.70 |
Aggregate Intrinsic Value (in thousands) | |
Unvested balances at end of period | $ | $ 118,491 |
Weighted-Average Remaining Contractual Term (in years) | |
Unvested balances at end of period | 1 year 3 months 18 days |
Stockholders_ Equity and Sto_11
Stockholders’ Equity and Stock-Based Compensation - Restricted Stock Units and Performance Stock Unit, Narrative (Details) - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of restricted stock units vested | $ 53.5 | $ 38.5 | $ 56.6 |
Compensation expense not yet recognized | $ 102.9 | ||
Recognition period of stock-based compensation expense | 2 years 6 months | ||
Performance Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of restricted stock units vested | $ 8 | ||
Compensation expense not yet recognized | $ 12.6 | ||
Recognition period of stock-based compensation expense | 9 months 18 days | ||
Performance Stock Unit and Restricted Stock Unit | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares paid for tax withholding for share based compensation (in shares) | 1,844 | 934 | 520 |
Performance Stock Unit and Restricted Stock Unit | Additional Paid-in Capital | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee withholding tax obligations for share-based compensation | $ 18.8 | $ 11.1 | $ 14 |
Stockholders_ Equity and Sto_12
Stockholders’ Equity and Stock-Based Compensation - Schedule of Performance Stock Unit Activity (Details) - Performance Stock Units $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Number of Units Outstanding | |
Unvested balances at beginning of period (in shares) | shares | 1,513,574 |
Stock units granted (in shares) | shares | 1,744,074 |
Stock units vested (in shares) | shares | (841,567) |
Stock units forfeited (in shares) | shares | (415,158) |
Unvested balances at end of period (in shares) | shares | 2,000,923 |
Weighted-Average Grant Date Fair Value Per Share | |
Unvested balances at beginning of period (in dollars per share) | $ / shares | $ 13.38 |
Stock units granted (in dollars per share) | $ / shares | 8.87 |
Stock units vested (in dollars per share) | $ / shares | 13.40 |
Stock units forfeited (in dollars per share) | $ / shares | 10.01 |
Unvested balances at end of period (in dollars per share) | $ / shares | $ 10.13 |
Aggregate Intrinsic Value (in thousands) | |
Unvested balances at end of period | $ | $ 24,992 |
Weighted-Average Remaining Contractual Term (in years) | |
Unvested balances at end of period | 9 months 18 days |
Stockholders_ Equity and Sto_13
Stockholders’ Equity and Stock-Based Compensation - Employee Stock Purchase Plan (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 75,727 | $ 67,050 | $ 58,763 | |
ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock reserved for future issuance (in shares) | 5,464,628 | |||
Maximum stock purchase, percentage of compensation | 20% | |||
Offering period length | 6 months | |||
Purchase price of common stock, percent of market value | 85% | |||
Stock-based compensation expense | $ 1,300 | $ 1,300 | $ 1,500 |
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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||
Net loss from continuing operations | $ (9,109) | $ (929,413) | $ (64,470) |
Net income from discontinued operations | 0 | 0 | 13,062 |
Net loss | (9,109) | (929,413) | (51,408) |
Dividends on unvested restricted stock | 0 | 0 | (160) |
Earnings allocated to unvested restricted stock | 0 | 0 | 0 |
Net loss from continuing operations available to common stockholders | (9,109) | (929,413) | (64,630) |
Net income from discontinued operations available to common stockholders | $ 0 | $ 0 | $ 13,062 |
Denominator: | |||
Weighted-average common shares outstanding used in computing basic earnings (loss) per share (in shares) | 164,631 | 160,841 | 158,040 |
Net loss from continuing operations available to common stockholders | $ (9,109) | $ (929,413) | $ (64,630) |
Net income from discontinued operations available to common stockholders | $ 0 | $ 0 | $ 13,062 |
Add dilutive impact of employee equity plans (in shares) | 0 | 0 | 0 |
Weighted-average shares used in computing diluted net earnings (loss) per share (in shares) | 164,631 | 160,841 | 158,040 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |||
Total anti-dilutive shares (in shares) | 14,987 | 11,648 | 6,476 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Costs of Retirement Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Employee benefit plan expense | $ 4,830 | $ 5,016 | $ 4,925 |
Related Party Transactions (Det
Related Party Transactions (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Software agreement, term | 2 years |
Software agreement, extension option, term | 1 year |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ 75,329 | $ (824,064) | $ (130,395) |
International | (41,190) | (83,963) | 33,456 |
Income (loss) before income taxes | $ 34,139 | $ (908,027) | $ (96,939) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ 29,518 | $ 14,688 | $ (861) |
State | 4,978 | 1,374 | 1,516 |
International | 9,904 | 4,361 | (1,623) |
Total current income tax expense (benefit) | 44,400 | 20,423 | (968) |
Deferred: | |||
Federal | (5,322) | (9,024) | (30,738) |
State | (1,076) | 454 | (3,419) |
International | 5,246 | 9,533 | 2,656 |
Total deferred income tax expense (benefit) | (1,152) | 963 | (31,501) |
Total income tax expense (benefit) | $ 43,248 | $ 21,386 | $ (32,469) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Expense (benefit) derived by applying the federal statutory income tax rate to income (loss) before income taxes | $ 7,169 | $ (190,686) | $ (20,474) |
State taxes, net of federal benefit | 2,859 | 1,182 | (2,530) |
Permanent items | 2,130 | 963 | 406 |
Global intangible low-taxed income | 5,368 | 4,700 | 0 |
Foreign-derived intangible income | (1,422) | (335) | (514) |
Base erosion and anti-abuse tax | 0 | 0 | 2,297 |
Research and experimentation tax credits | (1,796) | (1,862) | (3,438) |
Withholding tax | 2,628 | 3,936 | 2,870 |
Foreign Tax Credits | (1,184) | (1,116) | (1,269) |
Valuation allowance | 27,183 | 30,761 | (358) |
Stock-based compensation | 3,424 | 5,417 | 1,510 |
Effect of foreign operations | (8,228) | 4,412 | (10,969) |
Nondeductible officer compensation | 5,117 | 2,904 | 0 |
Goodwill impairment | 0 | 161,110 | 0 |
Total income tax expense (benefit) | $ 43,248 | $ 21,386 | $ (32,469) |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Amounts (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Allowance for credit losses | $ 131 | $ 179 |
Net operating loss | 15,380 | 16,563 |
Foreign royalty | 0 | 310 |
Research and experimentation credits | 6,746 | 6,720 |
Capitalized research and development | 28,215 | 15,932 |
Stock-based compensation | 7,598 | 9,703 |
Intangibles | 124,721 | 116,477 |
Interest | 24,878 | 15,612 |
Deferred revenue | 3,767 | 3,332 |
Unrealized exchange gain | 70 | 267 |
States | 250 | 79 |
Leases | 12,742 | 16,002 |
Other credits | 4,235 | 3,593 |
Total deferred tax assets | 228,733 | 204,769 |
Valuation allowance | (78,089) | (47,805) |
Deferred tax assets, net of valuation allowance | 150,644 | 156,964 |
Deferred tax liabilities: | ||
Property and equipment | 1,115 | 3,072 |
Prepaid expenses | 2,646 | 3,176 |
Debt costs | 599 | 1,201 |
Leases | 7,827 | 16,153 |
Accrued expenses | 7,166 | 7,022 |
Total deferred tax liabilities | 19,353 | 30,624 |
Net deferred tax asset | $ 131,291 | $ 126,340 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | $ 78,089 | $ 47,805 |
Undistributed earnings of certain foreign subsidiaries | 550,900 | |
Unrecognized tax benefits, income tax penalties and interest accrued | 4,800 | 3,600 |
Decrease in unrecognized tax benefits reasonable in next 12 months | 9,400 | |
Decrease in accrued interest reasonable in next 12 months, unrecognized tax benefits | 4,400 | |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 34,000 | 38,900 |
Operating loss carryforwards, subject to limitations | 4,500 | 4,900 |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 42,100 | 36,000 |
Foreign Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 14,400 | 23,800 |
Foreign Tax Authority | Research Tax Credit Carryforward | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carryforward | $ 2,100 | $ 1,300 |
Income Taxes - Schedule of Gros
Income Taxes - Schedule of Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||||
Gross unrecognized tax benefits | $ 14,759 | $ 14,113 | $ 17,943 | $ 27,439 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits, Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance, beginning of year | $ 14,113 | $ 17,943 | $ 27,439 |
Increases for tax positions related to the current year | 920 | 374 | 929 |
Increases for tax positions related to prior years | 484 | 38 | 0 |
Decreases for tax positions related to prior years | 0 | (2,938) | (4,402) |
Settlement with taxing authorities | 0 | (1,009) | 0 |
Reductions due to lapsed statute of limitations | (758) | (295) | (6,023) |
Balance, end of year | $ 14,759 | $ 14,113 | $ 17,943 |
Commitments and Contingencies -
Commitments and Contingencies - Loss Contingencies Pre-Tax Expenses (Details) - Cyber Incident - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | |||
Total gross expenses related to the Cyber Incident | $ 17,714 | $ 56,435 | $ 49,124 |
Less: proceeds received or expected to be received under our insurance coverage | (19,798) | (30,202) | (16,010) |
Total net expenses (proceeds) related to the Cyber Incident | (2,084) | 26,233 | 33,114 |
Cost of recurring revenue | |||
Loss Contingencies [Line Items] | |||
Total gross expenses related to the Cyber Incident | 0 | 178 | 2,153 |
Sales and marketing | |||
Loss Contingencies [Line Items] | |||
Total gross expenses related to the Cyber Incident | 0 | 130 | 1,638 |
Research and development | |||
Loss Contingencies [Line Items] | |||
Total gross expenses related to the Cyber Incident | 0 | 2 | 52 |
General and administrative | |||
Loss Contingencies [Line Items] | |||
Total gross expenses related to the Cyber Incident | $ 17,714 | $ 56,125 | $ 45,281 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) $ in Millions | Mar. 02, 2023 USD ($) | Dec. 31, 2023 USD ($) | Oct. 28, 2022 shareholderDerivativeAction |
Loss Contingencies [Line Items] | |||
Loss contingency, receivable | $ 30.2 | ||
Cyber Incident | |||
Loss Contingencies [Line Items] | |||
Loss contingency, damages paid, value | $ 26 | ||
Shareholder derivative actions filed | shareholderDerivativeAction | 2 | ||
Cybersecurity insurance coverage amount | 15 | ||
Director and officer liability insurance | $ 50 | ||
Cyber Incident | TEXAS | |||
Loss Contingencies [Line Items] | |||
Shareholder derivative actions filed | shareholderDerivativeAction | 1 | ||
Cyber Incident | DELAWARE | |||
Loss Contingencies [Line Items] | |||
Shareholder derivative actions filed | shareholderDerivativeAction | 1 |
Commitments and Contingencies_3
Commitments and Contingencies - Minimum Purchase Commitments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 | $ 25,268 |
2025 | 32,500 |
2026 | 34,500 |
2027 | 4,500 |
Total purchase commitments | $ 96,768 |
Operating Segments and Geogra_3
Operating Segments and Geographic Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 758,740 | $ 719,367 | $ 718,632 |
United States, country of domicile | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 494,971 | 472,834 | 469,791 |
International | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 263,769 | $ 246,533 | $ 248,841 |
Operating Segments and Geogra_5
Operating Segments and Geographic Information - Schedule of Long-lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets, net | $ 19,669 | $ 26,634 |
United States, country of domicile | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets, net | 12,743 | 19,174 |
Philippines | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets, net | 2,419 | 3,508 |
All other international | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets, net | $ 4,507 | $ 3,952 |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Allowance for doubtful accounts, customers and other | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning Balance | $ 1,173 | $ 476 | $ 1,985 |
Additions (Charge / (Credited) to Expense) | (389) | 951 | 23 |
Deductions (Write-offs, net of Recoveries) | 41 | 254 | 1,532 |
Ending Balance | 743 | 1,173 | 476 |
Tax valuation allowances | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Beginning Balance | 47,805 | 11,936 | 14,481 |
Additions (Charge / (Credited) to Expense) | 30,284 | 35,869 | 0 |
Deductions (Write-offs, net of Recoveries) | 0 | 0 | 2,545 |
Ending Balance | $ 78,089 | $ 47,805 | $ 11,936 |