Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 03, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-40936 | |
Entity Registrant Name | Informatica Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 61-1999534 | |
Entity Address, Address Line One | 2100 Seaport Boulevard | |
Entity Address, City or Town | Redwood City | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94063 | |
City Area Code | (650) | |
Local Phone Number | 385-5000 | |
Title of 12(b) Security | Class A Common Stock, $0.01 par value per share | |
Trading Symbol | INFA | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001868778 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 234,150,313 | |
Class B-1 Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 44,049,523 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Total cash and cash equivalents | $ 416,967 | $ 344,004 | |
Short-term investments | 34,799 | 18,729 | |
Accounts receivable, net of allowances of $2,844 and $4,557, respectively | 256,067 | 408,867 | |
Contract assets, net | 112,109 | 101,496 | |
Prepaid expenses and other current assets | 99,789 | 92,025 | |
Total current assets | 919,731 | 965,121 | |
Restricted cash | 1,719 | 4,217 | |
Property and equipment, net | 180,705 | 193,038 | |
Operating lease right-of-use-assets | 76,188 | 71,490 | |
Goodwill | 2,389,185 | 2,419,501 | |
Intangible assets, net | 1,091,381 | 1,287,151 | |
Deferred tax assets | 10,324 | 8,412 | |
Other assets | 111,725 | 124,476 | |
Total assets | 4,780,958 | 5,073,406 | |
Current liabilities: | |||
Accounts payable | 21,224 | 32,960 | |
Accrued liabilities | 60,973 | 86,052 | |
Accrued compensation and related expenses | 104,156 | 145,087 | |
Current operating lease liabilities | 18,545 | 18,453 | |
Current portion of long-term debt | 23,457 | 23,775 | |
Income taxes payable | 13,663 | 4,369 | |
Contract liabilities | 481,038 | 549,888 | |
Total current liabilities | 723,056 | 860,584 | |
Long-term operating lease liabilities | 64,221 | 61,143 | |
Long-term contract liabilities | 24,784 | 20,706 | |
Long-term debt, net | 2,733,104 | 2,777,812 | |
Deferred tax liabilities | 85,923 | 117,995 | |
Long-term income taxes payable | 23,625 | 40,600 | |
Other liabilities | 11,447 | 27,979 | |
Total liabilities | 3,666,160 | 3,906,819 | |
Commitments and Contingencies | |||
Stockholders’ equity: | |||
Additional paid-in-capital | [1] | 2,156,010 | 2,145,254 |
Accumulated other comprehensive income | 19,498 | 43,295 | |
Accumulated deficit | (1,063,158) | (1,024,406) | |
Total stockholders’ equity | 1,114,798 | 1,166,587 | |
Total liabilities and stockholders’ equity | 4,780,958 | 5,073,406 | |
Customer relationships | |||
Current assets: | |||
Intangible assets, net | 991,675 | 1,122,514 | |
Trademarks and Trade Names and Developed Technology Rights | |||
Current assets: | |||
Intangible assets, net | 99,706 | 164,637 | |
Class A Common Stock | |||
Stockholders’ equity: | |||
Common Stock, Value, Issued | 2,008 | 2,004 | |
Class B-1 Common Stock | |||
Stockholders’ equity: | |||
Common Stock, Value, Issued | 440 | 440 | |
Class B-2 Common Stock | |||
Stockholders’ equity: | |||
Common Stock, Value, Issued | $ 0 | $ 0 | |
[1] | Amounts for periods prior to the completion of the restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in the final prospectus dated October 26, 2021 and filed with the SEC pursuant to Rule 424(b)(4) on October 27, 2021 ("Final Prospectus"). |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accounts receivable, allowance | $ 2,844 | $ 4,557 |
Class A Common Stock | ||
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares, issued (in shares) | 200,768,636 | 200,416,654 |
Common stock, shares, outstanding (in shares) | 200,768,636 | 200,416,654 |
Class B-1 Common Stock | ||
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares, issued (in shares) | 44,049,523 | 44,049,523 |
Common stock, shares, outstanding (in shares) | 44,049,523 | 44,049,523 |
Class B-2 Common Stock | ||
Common stock, par value per share (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares, issued (in shares) | 44,049,523 | 44,049,523 |
Common stock, shares, outstanding (in shares) | 44,049,523 | 44,049,523 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Revenues: | |||||
Total revenues | $ 361,807 | $ 327,243 | $ 1,037,345 | $ 946,571 | |
Amortization of acquired technology | 18,353 | 25,123 | 55,448 | 73,189 | |
Total cost of revenues | 80,582 | 77,696 | 237,213 | 235,187 | |
Gross profit | 281,225 | 249,547 | 800,132 | 711,384 | |
Operating Expenses [Abstract] | |||||
Research and development | 63,079 | 56,902 | 186,910 | 168,772 | |
Sales and marketing | 116,761 | 102,215 | 337,699 | 324,495 | |
General and administrative | 29,631 | 19,283 | 84,809 | 66,125 | |
Amortization of intangible assets | 43,097 | 47,463 | 129,483 | 141,806 | |
Restructuring, acquisition and other charges | 0 | 15,546 | 128 | 17,816 | |
Total operating expenses | 252,568 | 241,409 | 739,029 | 719,014 | |
Income (loss) from operations | 28,657 | 8,138 | 61,103 | (7,630) | |
Interest income | 311 | 1,254 | 845 | 1,996 | |
Interest expense | (36,423) | (37,108) | (108,606) | (112,968) | |
Loss on debt refinancing | 0 | (1,299) | 0 | (37,400) | |
Other income (expense), net | 13,965 | (13,193) | 28,744 | (10,697) | |
Income (loss) before income taxes | 6,510 | (42,208) | (17,914) | (166,699) | |
Income tax (benefit) expense | 3,783 | (9,899) | 15,683 | (31,572) | |
Net income (loss) | $ 2,727 | $ (32,309) | $ (33,597) | $ (135,127) | |
Net income (loss) per share attributable to Class A and Class B-1 common stockholders: | |||||
Basic (in dollars per share) | $ 0.01 | $ (0.13) | $ (0.14) | $ (0.55) | |
Diluted (in dollars per share) | $ 0.01 | $ (0.13) | $ (0.14) | $ (0.55) | |
Weighted-average shares used in computing net income (loss) per share: | |||||
Basic (in shares) | [1] | 244,689 | 244,285 | 244,670 | 244,305 |
Diluted (in shares) | [1] | 249,311 | 244,285 | 244,670 | 244,305 |
Software revenue | |||||
Revenues: | |||||
Total revenues | $ 196,536 | $ 161,971 | $ 537,040 | $ 445,376 | |
Cost of revenues: | 21,914 | 13,903 | 61,168 | 41,110 | |
Subscriptions | |||||
Revenues: | |||||
Total revenues | 193,690 | 148,278 | 517,955 | 407,794 | |
Cost of revenues: | 20,801 | 12,928 | 57,868 | 38,332 | |
Perpetual license | |||||
Revenues: | |||||
Total revenues | 2,846 | 13,693 | 19,085 | 37,582 | |
Cost of revenues: | 1,113 | 975 | 3,300 | 2,778 | |
Maintenance and professional services | |||||
Revenues: | |||||
Total revenues | 165,271 | 165,272 | 500,305 | 501,195 | |
Cost of revenues: | $ 40,315 | $ 38,670 | $ 120,597 | $ 120,888 | |
[1] | Amounts for periods prior to the completion of the restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in the Final Prospectus. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 2,727 | $ (32,309) | $ (33,597) | $ (135,127) |
Other comprehensive income (loss), net of taxes: | ||||
Change in foreign currency translation adjustment, net of tax benefit (expense) of $138, $(159), $(120) and $(92) | (17,943) | 27,356 | (34,890) | 15,196 |
Cash flow hedges: | ||||
Change in unrealized gain (loss), net of tax benefit (expense) of $(98), $(428), $(141) and $7,664 | 304 | 1,322 | 436 | (23,744) |
Less: reclassification adjustment for amounts previously included in net loss, net of tax benefit of $1,282, $1,701, $3,463 and $3,796 | 3,943 | 5,255 | 10,657 | 11,727 |
Net change, net of tax benefit (expense) of $(1,380), $(2,129), $(3,604) and $3,868 | 4,247 | 6,577 | 11,093 | (12,017) |
Total other comprehensive income (loss), net of tax effect | (13,696) | 33,933 | (23,797) | 3,179 |
Total comprehensive income (loss), net of tax effect | $ (10,969) | $ 1,624 | $ (57,394) | $ (131,948) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Change in foreign currency translation adjustment, tax | $ 138 | $ (159) | $ (120) | $ (92) |
Change in unrealized gain (loss), tax | (98) | (428) | (141) | 7,664 |
Reclassification adjustments for amounts previously included in net loss, tax | 1,282 | 1,701 | 3,463 | 3,796 |
Net change, tax | $ (1,380) | $ (2,129) | $ (3,604) | $ 3,868 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Cumulative effect of accounting change | Class A Common Stock | Class B-1 Common Stock | Class B-2 Common Stock | Common StockClass A Common Stock | Common StockClass B-1 Common Stock | Common StockClass B-2 Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Accumulated DeficitCumulative effect of accounting change |
Beginning Balance (in shares) at Dec. 31, 2019 | 200,112,000 | 44,050,000 | 44,050,000 | |||||||||
Beginning Balance at Dec. 31, 2019 | $ 1,294,931 | $ (741) | $ 2,000 | $ 440 | $ 0 | $ 2,141,863 | $ 5,309 | $ (854,681) | $ (741) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock-based compensation | 9,527 | 9,527 | ||||||||||
Repurchase of shares (in shares) | (163,000) | |||||||||||
Repurchase of shares | (2,456) | $ (1) | (1,634) | (821) | ||||||||
Settlement of certain vested stock options | (7,506) | (7,506) | ||||||||||
Payment for taxes related to net share settlement of equity awards | (2,053) | (2,053) | ||||||||||
Issuance of shares upon exercise of vested options (in shares) | 310,000 | |||||||||||
Issuance of shares upon exercise of vested options | 1,517 | $ 4 | 1,513 | |||||||||
Net income | (135,127) | (135,127) | ||||||||||
Other comprehensive loss | 3,179 | 3,179 | ||||||||||
Ending Balance (in shares) at Sep. 30, 2020 | 200,259,000 | 44,050,000 | 44,050,000 | |||||||||
Ending Balance at Sep. 30, 2020 | 1,161,271 | $ 2,003 | $ 440 | $ 0 | 2,141,710 | 8,488 | (991,370) | |||||
Beginning Balance (in shares) at Jun. 30, 2020 | 200,227,000 | 44,050,000 | 44,050,000 | |||||||||
Beginning Balance at Jun. 30, 2020 | 1,157,114 | $ 2,002 | $ 440 | $ 0 | 2,139,042 | (25,445) | (958,925) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock-based compensation | 2,879 | 2,879 | ||||||||||
Repurchase of shares (in shares) | (26,000) | |||||||||||
Repurchase of shares | (399) | (263) | (136) | |||||||||
Payment for taxes related to net share settlement of equity awards | (330) | (330) | ||||||||||
Issuance of shares upon exercise of vested options (in shares) | 58,000 | |||||||||||
Issuance of shares upon exercise of vested options | 383 | $ 1 | 382 | |||||||||
Net income | (32,309) | (32,309) | ||||||||||
Other comprehensive loss | 33,933 | 33,933 | ||||||||||
Ending Balance (in shares) at Sep. 30, 2020 | 200,259,000 | 44,050,000 | 44,050,000 | |||||||||
Ending Balance at Sep. 30, 2020 | 1,161,271 | $ 2,003 | $ 440 | $ 0 | 2,141,710 | 8,488 | (991,370) | |||||
Beginning Balance (in shares) at Dec. 31, 2020 | 200,416,654 | 44,049,523 | 44,049,523 | 200,417,000 | 44,050,000 | 44,050,000 | ||||||
Beginning Balance at Dec. 31, 2020 | 1,166,587 | $ 2,004 | $ 440 | $ 0 | 2,145,254 | 43,295 | (1,024,406) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock-based compensation | 9,918 | 9,918 | ||||||||||
Repurchase of shares (in shares) | (420,000) | |||||||||||
Repurchase of shares | (9,318) | $ (4) | (4,159) | (5,155) | ||||||||
Payment for taxes related to net share settlement of equity awards | $ (1,827) | (1,827) | ||||||||||
Issuance of shares upon exercise of vested options (in shares) | 1,135,000 | 772,000 | ||||||||||
Issuance of shares upon exercise of vested options | $ 6,832 | $ 8 | 6,824 | |||||||||
Net income | (33,597) | (33,597) | ||||||||||
Other comprehensive loss | (23,797) | (23,797) | ||||||||||
Ending Balance (in shares) at Sep. 30, 2021 | 200,768,636 | 44,049,523 | 44,049,523 | 200,769,000 | 44,050,000 | 44,050,000 | ||||||
Ending Balance at Sep. 30, 2021 | 1,114,798 | $ 2,008 | $ 440 | $ 0 | 2,156,010 | 19,498 | (1,063,158) | |||||
Beginning Balance (in shares) at Jun. 30, 2021 | 200,650,000 | 44,050,000 | 44,050,000 | |||||||||
Beginning Balance at Jun. 30, 2021 | 1,123,675 | $ 2,006 | $ 440 | $ 0 | 2,151,544 | 33,194 | (1,063,509) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Stock-based compensation | 4,033 | 4,033 | ||||||||||
Repurchase of shares (in shares) | (159,000) | |||||||||||
Repurchase of shares | (3,937) | $ (1) | (1,560) | (2,376) | ||||||||
Payment for taxes related to net share settlement of equity awards | (796) | (796) | ||||||||||
Issuance of shares upon exercise of vested options (in shares) | 278,000 | |||||||||||
Issuance of shares upon exercise of vested options | 2,792 | $ 3 | 2,789 | |||||||||
Net income | 2,727 | 2,727 | ||||||||||
Other comprehensive loss | (13,696) | (13,696) | ||||||||||
Ending Balance (in shares) at Sep. 30, 2021 | 200,768,636 | 44,049,523 | 44,049,523 | 200,769,000 | 44,050,000 | 44,050,000 | ||||||
Ending Balance at Sep. 30, 2021 | $ 1,114,798 | $ 2,008 | $ 440 | $ 0 | $ 2,156,010 | $ 19,498 | $ (1,063,158) |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities: | ||
Net income (loss) | $ (33,597) | $ (135,127) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 18,763 | 19,352 |
Non-cash operating lease costs | 11,985 | 13,357 |
Stock-based compensation | 9,918 | 9,527 |
Deferred income taxes | (35,938) | (50,745) |
Amortization of intangible assets and acquired technology | 184,931 | 214,995 |
Gain on sale of investment in equity interest | (110) | (147) |
Amortization of debt issuance costs | 4,376 | 4,774 |
Loss on debt refinancing | 0 | 25,891 |
Unrealized loss (gain) on remeasurement of debt | (31,320) | 37,400 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 147,730 | 159,933 |
Prepaid expenses and other assets | (19,972) | (12,003) |
Accounts payable and accrued liabilities | (65,389) | (90,480) |
Income taxes payable | 2,425 | (5,734) |
Contract liabilities | (51,409) | (101,782) |
Net Cash Provided by (Used in) Operating Activities | 142,393 | 89,211 |
Investing activities: | ||
Purchases of property and equipment | (6,015) | (9,061) |
Purchases of investments | (64,114) | (18,720) |
Maturities of investments | 47,764 | 5,130 |
Business acquisitions, net of cash acquired | 0 | (21,439) |
Net cash used in investing activities | (22,365) | (44,090) |
Financing activities: | ||
Payments for share repurchases | (9,318) | (2,456) |
Payment of debt | (17,766) | (820,073) |
Payment of debt issuance costs | 0 | (32,211) |
Proceeds from issuance of debt | 0 | 949,965 |
Payment for settlement of vested stock options | 0 | (7,506) |
Payments for taxes related to net share settlement of equity awards | (1,497) | (2,053) |
Payment of deferred and contingent consideration | (10,705) | (6,013) |
Net activity from derivatives with an other-than-insignificant financing element | (14,162) | (3,394) |
Proceeds from issuance of shares | 6,775 | 1,517 |
Net Cash Provided by (Used in) Financing Activities | (46,673) | 77,776 |
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash | (2,890) | (8,870) |
Net increase in cash, cash equivalents, and restricted cash | 70,465 | 114,027 |
Cash, cash equivalents, and restricted cash at beginning of period | 348,221 | 176,391 |
Cash, cash equivalents, and restricted cash at end of period | 418,686 | 290,418 |
Supplemental disclosures: | ||
Cash paid for interest | 84,911 | 114,869 |
Cash paid for income taxes, net of refunds | 49,203 | 25,363 |
Non-cash investing and financing activities: | ||
Purchases of property and equipment recorded in accounts payable and accrued liabilities | $ 2,305 | $ 1,552 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Informatica Inc. (the “Company”) was incorporated as a Delaware corporation on June 4, 2021. The Company was formed as part of a series of restructuring transactions, which collectively had the net effect of reorganizing the corporate structure of Ithacalux Topco S.C.A. 3 (“Ithacalux”), resulting in Informatica Inc. being the top-tier entity in that corporate structure rather than Ithacalux, a Luxembourg société en commandite par actions. On September 30, 2021, the Company completed these restructuring transactions, resulting in the Company becoming the owner of Ithacalux and its property, assets, debts and obligation. As Informatica Inc. did not have any previous operations, Ithacalux is viewed as the predecessor to Informatica Inc. and its consolidated subsidiaries. Accordingly, these condensed consolidated financial statements include certain historical condensed consolidated financial and other data for Ithacalux for periods prior to the completion of the business combination. Unless the context otherwise requires, references to “Informatica”, “we,” “us,” “our” and the “Company” mean Informatica Inc. and its consolidated subsidiaries for all periods presented. As a result of the restructuring transactions, the shareholders of Ithacalux contributed their interests in Ithacalux to Informatica in exchange for an aggregate of 288,867,682 shares of Informatica’s common stock. 200,768,636 shares of Informatica’s common stock was designated Class A common stock, and 44,049,523 shares of the common stock was designated Class B-1 common stock, with an equal number (44,049,523 shares of the common stock) designated Class B-2 common stock. The number of shares of Class A common stock and Class B-1 and Class B-2 common stock issued was determined in accordance with the applicable provisions of the contribution agreement. Amounts for periods presented in the Report prior to the completion of the restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in the final prospectus dated October 26, 2021 and filed with the SEC pursuant to Rule 424(b)(4) on October 27, 2021 ("Final Prospectus"). On October 29, 2021, the Company completed its initial public offering (the “IPO”), in which the Company issued and sold 29,000,000 shares of its Class A common stock at $29.00 per share. On November 10, 2021, the Company issued and sold an additional 4,350,000 shares of Class A common stock in connection with a full exercise of the underwriters’ option to purchase additional shares granted in the IPO. The Company received net proceeds from the IPO of $915.7 million after deducting the underwriters’ discounts and commission. The Company has developed an AI-powered software platform that connects, manages, and unifies data across multi-cloud, hybrid systems at enterprise scale. The platform enables the Company’s customers to accurately track and understand their data, allowing them to create 360-degree customer experiences, automate data operations across enterprise-wide business processes, and pursue holistic data-driven digital strategies by guiding workload migrations to the cloud. The Company’s platform includes a suite of interoperable data management products that leverage the shared services and metadata of the underlying platform, including products for Data Integration, API & Application Integration, Data Quality, Master Data Management, Customer and Business 360, Data Catalog and Governance and Privacy. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Final Prospectus. In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial consolidated statements and reflect all adjustments, which include recurring adjustments necessary for the fair statement of the Company’s financial position as of September 30, 2021 and the results of operations for the three and nine months ended September 30, 2021. The results of operations for the three and nine ended September 30, 2021 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period. Segment Reporting The Company manages its operations and allocates resources as a single operating segment. Further, the Company manages, monitors and reports its operating results and financial position as a single reporting segment. The Company’s chief operating decision-maker (“CODM”) is its Chief Executive Officer who makes operating decisions, assesses financial performance and allocates resources based on consolidated financial information. As such, the Company has determined that it operates in one reportable segment. Use of Estimates The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the periods covered by the financial statements and accompanying notes. Such estimates include, but are not limited to, revenue recognition, stock-based compensation including estimation of the grant date fair value of the common stock, the assessment of the recoverability of long-lived assets (goodwill, and identified intangible assets), tax provision, and contingencies. The Company bases its estimates on historical experience and on assumptions that it believes are reasonable. The Company assesses these estimates on a regular basis; however, actual results could materially differ from these estimates. Revenue Recognition The Company derives its revenue from sales of 1) cloud subscriptions, representing access to the Company’s software via Company-hosted cloud applications, 2) on-premise subscription licenses, representing a term license to on-premise software, 3) subscription support, representing support for on-premise subscription licenses, 4) perpetual software licenses, and 5) maintenance and professional services, consisting of maintenance on perpetual software licenses, and professional services, consisting of consulting and education services. The Company recognizes revenue net of applicable sales taxes, financing charges it has absorbed, and amounts retained by its partners (including resellers and distributors), if any. The Company does not act as an agent in any of its revenue arrangements. Revenue is recognized and recorded in accordance with Accounting Standards Codification 606, Revenue From Contracts with Customers (“ASC 606”) which generally requires the Company to recognize revenue when it satisfies performance obligations under the terms of its contracts, and control of its products is transferred or services provided to its customers in an amount that reflects the consideration the Company expects to receive from its customers and partners in exchange for those products. This process involves identifying the customer contract, determining the performance obligations in the contract, determining the transaction price, allocating the transaction price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. Performance obligations contained in a contract are identified based on the goods or services that will be transferred to the customer that are both (i) capable of being distinct, and the customer can benefit from the goods or services either on their own or together with other resources that are readily available from third parties or from the Company, and (ii) distinct in the context of the contract, and the transfer of the goods or services is separate from other promises in the contract. To the extent a contract includes multiple promised goods or services, the Company applies its judgment to determine whether the promised goods or services are capable of being distinct, and distinct in the context of the contract. The Company considers a performance obligation satisfied once it has transferred control of a good or product to a customer, meaning the customer has the ability to use and obtain the benefit of the product. Performance Obligation When Performance Obligation is Typically Satisfied Subscription: Cloud services and subscription support Over Time: Ratably over the contractual term; commencing upon the later of when access to the service is made available or the contractual term commences On-Premise subscription license Point in Time: Upon the later of when the software license is made available or the contractual term commences Perpetual license Point in Time: When the software license is made available Maintenance Over Time: Ratably over the contractual term Professional Services Over Time: As services are provided Software revenue Software revenue is comprised of 1) cloud services, 2) on-premise subscription licenses and related subscription support offerings, and 3) perpetual license revenue. Cloud and subscription support offerings consist of revenue from customers and partners contracted to use the related services during a subscription period ranging from one On-premise subscription license revenue primarily consists of revenue from customers and partners contracted to use software during a subscription term with terms ranging from one Cloud services revenues include revenues from Informatica Cloud Services offerings, which deliver applications and infrastructure technologies via cloud-based deployment models for which we develop functionality, provide unspecified updates and enhancements, host, manage, upgrade, and support, and that customers access by entering into a subscription agreement with us for a stated period. On-premise subscription license support revenues are generated through the sale of license support contracts sold together with the on-premise subscription license purchased by our customer. Subscription license support contracts provide customers with rights to unspecified software product upgrades, maintenance releases and patches released during the term of the support period and include internet access to technical content, as well as internet and telephone access to technical support personnel. Our subscription software licenses have significant standalone functionalities and capabilities. Accordingly, these subscription software licenses are distinct from the support services as the customer can benefit from the software without the services and the services are separately identifiable within the contract. Perpetual license revenue consists of revenue from customers and partners for sales of perpetual software licenses, are generally billed upfront along with the associated maintenance, and are non-cancelable. The maintenance associated with perpetual licenses is classified within Maintenance and Professional Services. Maintenance and Professional Services Maintenance and professional services are comprised of maintenance, consulting, and education services. Maintenance contracts, which consists of ongoing support and software updates, if and when available, under perpetual software license arrangements, are typically one year in duration. Our perpetual software licenses have significant standalone functionalities and capabilities. Accordingly, these perpetual software licenses are distinct from the support services as the customer can benefit from the software without the services and the services are separately identifiable within the contract. Maintenance contracts are generally billed annually in advance and are generally non-cancelable. Consulting services are primarily related to configuration, installation, and implementation of the Company’s products, and are generally performed on a time-and-materials basis. Revenue for fixed fee contracts are generally recognized as services are performed, applying input methods to estimate progress to completion. If uncertainty exists about the Company’s ability to complete the project, its ability to collect the amounts due, or in the case of fixed-fee consulting arrangements, its ability to estimate the remaining costs to be incurred to complete the project, revenue is deferred until the uncertainty is resolved. Consulting services are generally either billed in advance or monthly as services are rendered. Consulting services, if included as part of the software arrangement, generally do not entail significant modification or customization of the software and hence, such services are not considered essential to the functionality of the software. Education services consist of classes offered at the Company’s headquarters, sales and training offices, customer locations, and on-line. Revenue is recognized as the classes are delivered. Education services are generally either billed in advance or as services are rendered. Contracts with multiple performance obligations Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis and revenue is recognized when (or as) the Company satisfies each performance obligation by transferring control of the promised goods or services to the customer. The determination of SSP requires judgement and is established for performance obligations that are routinely sold separately, such as support and maintenance on the Company’s core offerings. In connection with its cloud services, on-premise subscription licenses, and on-premise perpetual licenses, the Company is unable to establish SSP based on observable prices given the products and services are sold for a broad range of amounts (that is, the price is highly variable), and a representative SSP is not discernible from past transactions or other observable evidence. As a result, the SSP for cloud services offerings, on-premise subscription licenses, and on-premise perpetual licenses, included in a contract with multiple performance obligations, is determined by applying a residual approach whereby all other performance obligations within a contract are first allocated a portion of the transaction price based upon their respective SSPs, with any residual amount of transaction price allocated to cloud services, on-premise subscription licenses, and on-premise perpetual licenses. Accounts receivable The timing of revenue recognition may differ from the timing of invoicing customers. Accounts receivables as reported on the condensed consolidated balance sheets, includes the unconditional amounts owed from customers comprising amounts invoiced, net of an allowance for doubtful accounts. A receivable is recognized in the period products are delivered or services are provided, or when the right to payment is unconditional. Payment terms on invoiced amounts are typically between 30 and 60 days, therefore the contracts do not include a significant financing component. Also, they typically do not involve a significant amount of variable consideration as they represent stated prices. Unbilled receivables Contract assets represent reported revenues attributable to performance obligations that have been delivered, but such amounts remain unbilled due to certain remaining conditions under the contract not yet met. Contract assets are primarily driven by sales of on-premise subscription licenses with 2-3 year subscription terms, but the related fees are generally invoiced annually. There were immaterial impairment losses associated with contracts with customers for the nine months ended September 30, 2021. The balance of unbilled receivables as of September 30, 2021 (unaudited) is presented in the accompanying condensed consolidated balance sheets. Contract Liabilities Contract liabilities consist of deferred revenue and customer deposit liabilities and represent cash payments received or due in advance of fulfilling our performance obligations. In arrangements where the Company has an obligation to transfer goods or services to the customer and fees are invoiced or amounts are received ahead of revenue being recognized under non-cancelable contracts, deferred revenue is recorded. Customer deposits represent billings or cash payments received under cancellable contracts. Deferred revenue and customer deposit liabilities will be recognized as revenue in future periods. As of September 30, 2021, deferred revenue and customer deposit liabilities were $500.0 million and $5.8 million, respectively. As of December 31, 2020, deferred revenue and customer deposit liabilities were $554.1 million and $16.5 million, respectively. The current portion of contract liabilities represents the amounts that are expected to be recognized as revenue within one year of the condensed consolidated balance sheet date. Contract liabilities were approximately $505.8 million as of September 30, 2021, of which the Company expects to recognize $481.0 million over the next 12 months, and the remainder thereafter. Contract liabilities were approximately $570.6 million as of December 31, 2020, of which the Company expects to recognize $549.9 million over the next 12 months, and the remaining thereafter. The amount of revenues recognized during the three and nine months ended September 30, 2021 that were included in the opening contract liabilities balance as of January 1, 2021 was approximately $130.2 million and $476.0 million, respectively. The amount of revenues recognized during the three and nine months ended September 30, 2020 that were included in the opening contract liabilities balance as of January 1, 2020 was approximately $119.5 million and $445.3 million, respectively. Revenues recognized from performance obligations satisfied in prior periods were immaterial during the three and nine months ended September 30, 2021 and 2020. Remaining Performance Obligations from Customer Contracts Remaining performance obligations represent contracted revenues that have not yet been recognized (including contract liabilities) and amounts that will be invoiced and recognized as revenues in future periods. The volumes and amounts of customer contracts that the Company records and total revenues that it recognizes are impacted by a variety of seasonal factors. In each fiscal year, the amounts and volumes of contracting activity and its total revenues are typically highest in its fourth fiscal quarter and lowest in its first fiscal quarter. These seasonal impacts influence how its remaining performance obligations change over time, and, combined with foreign exchange rate fluctuations and other factors, influence the amount of remaining performance obligations that the Company reports at a point in time. As of September 30, 2021 and December 31, 2020, the Company’s remaining performance obligations were $1,005.6 million and $984.8 million, respectively, which does not include customer deposit liabilities. The Company expects to recognize approximately 69% and 70% of its remaining performance obligations at September 30, 2021 and December 31, 2020, respectively, as revenues over the next twelve months and the remainder over the next two to three years. Concentrations of Credit Risk and Credit Evaluations Financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash and cash equivalents, short term investments, derivatives and trade receivables. The Company’s cash and cash equivalents are generally held with large, diverse financial institutions worldwide to reduce the amount of exposure to any single financial institution. The majority of cash equivalents consists of money market funds, that primarily invest in U.S. government securities. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. The Company makes judgments as to its ability to collect outstanding receivables and provide allowances for the portion of receivables when collection becomes doubtful. Further, the Company maintains an allowance for expected credit losses. It estimates expected credit trends for the allowance for credit losses for receivables and contract assets based upon its assessment of various factors, including historical experience, the age of the receivable balances, credit rating of its customers, current economic conditions, and other factors that may affect its ability to collect from customers. Expected credit losses are recorded as general and administrative expense. The Company’s derivative contracts are transacted with various financial institutions with high credit ratings. The Company evaluates its counterparties associated with the Company’s foreign exchange forward contracts and interest rate swap contracts at least quarterly. Since all these counterparties are large credit-worthy banking institutions, the Company does not consider counterparty non-performance to be a material risk. The Company may enter into master netting arrangements to mitigate credit risk in derivative transactions by permitting net settlement of transactions with the same counterparty. No customer accounted for more than 10% of revenue during the three and nine months ended September 30, 2021. At September 30, 2021 and December 31, 2020, no customer accounted for more than 10% of the accounts receivable balance. Recent Accounting Pronouncements Not Yet Adopted In March 2020, the Financial Accounting Standards Board (FASB) issued ASU No. 2020-04, Reference Rate Reform (Topic 848), which provides optional expedients and exceptions to contract modifications and hedging relationships that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued. The standard is effective upon issuance through December 31, 2022 and may be applied at the beginning of the interim period that includes March 12, 2020 or any date thereafter. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements. |
Cash, Cash Equivalents, Restric
Cash, Cash Equivalents, Restricted Cash, and Short-Term Investments | 9 Months Ended |
Sep. 30, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents, Restricted Cash, and Short-Term Investments | Cash, Cash Equivalents, Restricted Cash, and Short-Term Investments The following table summarizes the Company’s cash, cash equivalents, restricted cash and short-term investments as of September 30, 2021 and December 31, 2020 (in thousands). There were no marketable securities held at September 30, 2021 and December 31, 2020. September 30, December 31, 2021 2020 Cash $ 232,958 $ 201,732 Cash equivalents: Time deposits 4,095 8,270 Money market funds 179,914 134,002 Total cash equivalents 184,009 142,272 Total cash and cash equivalents $ 416,967 $ 344,004 Restricted cash 1,719 4,217 Total cash, cash equivalents, and restricted cash $ 418,686 $ 348,221 Short-term investments: Time deposits 34,799 18,729 Total short-term investments 34,799 18,729 Total cash, cash equivalents, restricted cash, and short-term investments $ 453,485 $ 366,950 See Note 4. Fair Value Measurements of the Notes to Condensed Consolidated Financial Statements of this Report for further information regarding the fair value of the Company’s financial instruments. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company uses a three-level fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based on whether the inputs to those valuation techniques are observable or unobservable. The three levels of fair value hierarchy are set forth below. Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities. Fair Value Measurement of Financial Assets and Liabilities on a Recurring Basis The following table presents information about the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation (in thousands): Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Time deposits(i) $ 38,894 $ 38,894 $ — $ — Money market funds(ii) 179,914 179,914 — Total money market funds and time deposits 218,808 218,808 — — Foreign currency derivatives(iii) 1,093 — 1,093 Interest rate derivatives(iii) — — — — Total assets $ 219,901 $ 218,808 $ 1,093 $ — Liabilities: Foreign currency derivatives(iv) $ 147 $ — $ 147 $ — Interest rate derivatives(iv) 14,284 — 14,284 — Total liabilities $ 14,431 $ — $ 14,431 $ — ____________ (i) Included in cash equivalents and short-term investments on the condensed consolidated balance sheets. (ii) Included in cash equivalents on the condensed consolidated balance sheets. (iii) Included in prepaid expenses and other current assets, and other assets on the condensed consolidated balance sheets. (iv) Included in accrued liabilities and other liabilities on the condensed consolidated balance sheets. The following table presents information about the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation (in thousands): Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Time deposits (i) $ 26,999 $ 26,999 $ — $ — Money market funds (ii) 134,002 134,002 — — Total money market funds and time deposits 161,001 161,001 — — Foreign currency derivatives (iii) 2,330 — 2,330 — Interest rate derivatives (iii) 1,757 — 1,757 — Total assets $ 165,088 $ 161,001 $ 4,087 $ — Liabilities: Interest rate derivatives (iv) $ 24,736 $ — $ 24,736 $ — Total liabilities $ 24,736 $ — $ 24,736 $ — _____________ (i) Included in cash equivalents and short-term investments on the condensed consolidated balance sheets. (ii) Included in cash equivalents on the condensed consolidated balance sheets. (iii) Included in prepaid expenses and other current assets, and other assets on the condensed consolidated balance sheets. (iv) Included in accrued liabilities and other liabilities on the condensed consolidated balance sheets. Foreign Currency and Interest Rate Derivatives and Hedging Instruments Level 2 inputs for the derivative valuations are limited to quoted prices for similar assets or liabilities in active markets (specifically foreign currency rates and futures contracts) and inputs other than quoted prices that are observable for the asset or liability (specifically the LIBOR cash and swap rates, and credit risk at commonly quoted intervals). The Company records its derivative assets and liabilities on a gross basis in the condensed consolidated balance sheet and uses mid-market pricing as a practical expedient for fair value measurements. Key inputs for foreign currency derivatives are the spot rates, forward rates, interest rates, and credit derivative market rates. The spot rate for each foreign currency is the same spot rate used for all balance sheet translations at the measurement date and is sourced from the Federal Reserve Bulletin. The following values are interpolated from commonly quoted intervals: forward points and the LIBOR used to discount and determine the fair value of assets and liabilities. Credit default swap spread curves identified per counterparty at month end are used to discount derivative assets for counterparty non-performance risk, all of which have terms of twelve months or less. The Company discounts derivative liabilities to reflect the Company’s own potential non-performance risk to lenders and has used the spread over LIBOR on its most recent corporate borrowing rate. Key inputs for interest rate derivatives are the cash rates for very short term, futures rates and swap rates beyond the derivative maturity. These rates are used to provide spot rates at resets specified by each derivative. Derivatives are discounted to present value at the measurement date using the same LIBOR curve. Credit default swap spread curves per counterparty and the BB Industrial credit spread curves (representing the Company’s credit risk) at month end are used to discount the interest rate derivatives for non-performance risk using the potential method. The counterparties associated with the Company’s foreign currency forward contracts and interest rate swaps are large credit-worthy financial institutions. The foreign currency derivatives transacted with these entities are relatively short in duration and the interest rate derivatives are spread between three counterparties; therefore, the Company does not consider counterparty concentration and non-performance to be material risks at this time. Both the Company and the counterparties are expected to perform under the contractual terms of the instruments. There were no transfers between Level 1, Level 2 and Level 3 categories during the three and nine months ended September 30, 2021 and 2020. Acquisition-related Contingent Consideration The Company estimates the fair value of the contingent cash considerations related to acquisitions using a probability-weighted discounted cash flow model. This fair value measure is based on significant inputs not observed in the market and thus represents a Level 3 instrument. The change in fair value of acquisition-related contingent consideration is included in acquisitions and other charges in the condensed consolidated statements of operations. The changes in the acquisition-related contingent consideration liability for the nine months ended September 30, 2021 are as follow (in thousands): Amount Ending balance as of December 31, 2020 $ 11,904 Accretion and other adjustments 101 Payment of contingent consideration (12,005) Ending balance as of September 30, 2021 $ — |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets As a result of the 2015 Privatization Transaction, the Company recorded a total net addition to goodwill of $2.3 billion and intangible assets of $3.1 billion. Goodwill The following table presents the changes in the carrying amount of the goodwill for the nine months ended September 30, 2021 (in thousands): Amount Ending balance as of December 31, 2020 $ 2,419,501 Goodwill from acquisitions — Measurement period adjustment 54 Foreign currency translation adjustment (30,370) Ending Balance as of September 30, 2021 $ 2,389,185 Goodwill represents the excess of consideration paid over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. During the nine months ended September 30, 2021, the Company recorded a total net reduction to goodwill of $30.3 million which consisted primarily of foreign currency translation adjustment. Intangible Assets The carrying amounts of the intangible assets other than goodwill as of September 30, 2021 and December 31, 2020 are as follows (in thousands, except years): Weighted Average Useful Life (Years) September 30, 2021 December 31, 2020 Cost Accumulated Amortization Net Cost Accumulated Amortization Net Acquired developed and core technology 6 $ 879,341 $ (805,952) $ 73,389 $ 881,032 $ (750,504) $ 130,528 Other intangible assets: Customer relationships 15 2,165,356 (1,173,681) 991,675 2,173,223 (1,050,709) 1,122,514 Trade names and trademark 7 82,029 (55,712) 26,317 82,510 (49,201) 33,309 Total other intangible assets 2,247,385 (1,229,393) 1,017,992 2,255,733 (1,099,910) 1,155,823 Total intangible assets subject to amortization 3,126,726 (2,035,345) 1,091,381 3,136,765 (1,850,414) 1,286,351 In-process research and development — — — 800 — 800 Total intangible assets, net $ 3,126,726 $ (2,035,345) $ 1,091,381 $ 3,137,565 $ (1,850,414) $ 1,287,151 The Company amortizes its intangible assets over their remaining estimated useful life using cash flow projections, revenue projections, or the straight-line method. Total amortization expense related to intangible assets was $61.5 million and $72.6 million for the three months ended September 30, 2021 and 2020, respectively, and $184.9 million and $215.0 million for the nine months ended September 30, 2021 and 2020, respectively. The allocation of the amortization of intangible assets for the periods indicated below is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenues $ 18,353 $ 25,123 $ 55,448 $ 73,189 Operating expenses 43,097 47,463 129,483 141,806 Total amortization of intangible assets $ 61,450 $ 72,586 $ 184,931 $ 214,995 Certain intangible assets are recorded in foreign currencies; and therefore, the gross carrying amount and accumulated amortization are subject to foreign currency translation adjustments. As of September 30, 2021, the amortization expense related to identifiable intangible assets in future periods is expected to be as follows (in thousands): Acquired Other Intangible Assets (i) Total Intangible Assets Remaining 2021 $ 18,108 $ 42,994 $ 61,102 2022 37,054 155,145 192,199 2023 11,961 138,601 150,562 2024 3,502 122,523 126,025 2025 1,626 100,144 101,770 Thereafter 1,138 458,585 459,723 Total expected amortization expense $ 73,389 $ 1,017,992 $ 1,091,381 ____________ (i) Other Intangible Assets includes customer relationships, trade names and trademarks. |
Borrowings
Borrowings | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings Long term debt consists of the following (in thousands): September 30, 2021 December 31, 2020 Dollar term loan $ 2,238,150 $ 2,251,575 Euro term loan 547,406 583,066 Total debt 2,785,556 2,834,641 Less: Discount on term loan (9,854) (11,207) Less: Debt issuance costs (19,141) (21,847) Total debt, net of discount and debt issuance costs 2,756,561 2,801,587 Less: Current portion of long-term debt (23,457) (23,775) Long-term debt, net of current portion $ 2,733,104 $ 2,777,812 As of September 30, 2021 and December 31, 2020 and the aggregate fair value of the Company’s dollar term loan and euro term loan, based on Level 2 inputs related to fair market value, were $2,787.3 million and $2,830.5 million, respectively. The Company recorded an unrealized remeasurement gain of $12.8 million and an unrealized remeasurement loss, net of realized gain or loss from refinancing of $34.7 million during the three months ended September 30, 2021 and 2020, respectively. The Company recorded an unrealized remeasurement gain of $31.3 million and an unrealized measurement loss, net of realized gain or loss from refinancing of $37.4 million during the nine months ended September 30, 2021 and 2020, respectively. Senior Notes In connection with the 2015 Privatization Transaction, the Company issued an aggregate principal amount of $650 million of its 7.125% Senior Notes due 2023, pursuant to the terms and conditions of an indenture dated as of June 16, 2015 (the “Senior Notes”). The Senior Notes were fully redeemed during the quarter ended March 31, 2020. The Company recorded a one-time charge of $13.3 million mainly related to the write-off of existing debt issuance costs and $11.6 million related to breakage fees paid in the first quarter of 2020. February 2020 and July 2020 Financing Transactions On February 25, 2020, the Company amended the 2018 Term Loan Facilities (as amended, the “First Lien Credit Agreement”) and entered into a new Second Lien Credit and Guaranty Agreement (the “Second Lien Credit Agreement” and, together with the First Lien Credit Agreement, the “Credit Agreements”) with Nomura Corporate Funding Americas, LLC, as agent, for a syndicate of lenders. The Company borrowed $1.79 billion of dollar term loans (the “First Lien Dollar Term Facility”) and €480.0 million of euro term loans (the “First Lien Euro Term Facility” and, together with the First Lien Dollar Term Facility, the “First Lien Term Facilities”) under the First Lien Credit Agreement and $425.0 million of term loans (the “Second Lien Term Facility” and, together with the First Lien Term Facilities, the “Term Facilities”), under the Second Lien Credit Agreement and used the proceeds thereof to refinance the 2018 Term Loan Facilities, redeem the Senior Notes, pay fees and expenses in connection therewith, and for other general corporate purposes. The terms applicable solely to the revolving credit facility under the First Lien Credit Agreement (the “Revolving Facility”), including pricing and the financial covenants, were not amended. The amendment of the First Lien Credit Agreement resulted in a one-time charge of $11.3 million in the first quarter of 2020, which was comprised of $10.7 million related to new debt issuance costs associated with the amended First Lien Term Facilities and $0.6 million related to expensing of existing unamortized debt issuance and discount costs. On the date of the amendment of the Credit Agreements, the Company had previously deferred debt issuance costs and an original issue discount associated with the modified debt of $18.4 million and incurred an additional $6.0 million of new debt issuance costs and $2.1 million of new debt discount during the quarter related to the Second Lien Term Facility and $2.1 million of new debt issuance costs and $9.0 million of new debt discount related to the First Lien Term Facilities, the aggregate amount of which will be amortized to interest expense using the effective interest method over the remaining life of the term loans. On July 14, 2020, the Company entered into Amendment No. 1 (“Amendment No. 1”) to the Second Lien Credit Agreement pursuant to which the Company borrowed an additional $50.0 million of second lien term loans, which have the same terms and conditions as the initial loans issued under the Second Lien Term Facility. The proceeds of such second lien term loans were used (i) to repay $45.0 million of the 2019 Revolving Credit Facility, (ii) to pay fees and expenses in connection with Amendment No. 1 and (iii) for other general corporate purposes. The amendment of the Second Lien Credit Agreement resulted in a one-time charge of $1.3 million in the third quarter of 2020, related to new debt issuance costs associated with the amended Second Lien Term Facility. On the date of the amendment, the Company had previously deferred debt issuance costs and original issue discount of $5.6 million and $2.0 million, respectively. In addition, the Company recorded an additional $0.1 million of new debt discount as a result of the amendment, which will be amortized to interest expense using the effective interest method over the life of the term loan. The First Lien Term Facilities mature on February 25, 2027 but include a springing maturity to 91 days prior to the maturity date of the Second Lien Term Facility if more than $100.0 million of the Second Lien Term Facility has not been repaid or extended by such date. The Second Lien Term Facility matures on February 25, 2025. The First Lien Term Facilities are repayable in quarterly installments of 0.25% of the initial principal amount thereof, with the remaining amount due at maturity. The Second Lien Term Facility is repayable in full at maturity. The Revolving Facility matures on April 17, 2024. The Company may prepay all or part of the Term Loan Facilities at any time. If the Second Lien Term Facility is voluntarily prepaid (i) after February 25, 2021 but on or prior to February 25, 2022, a 2.00% premium is payable, (ii) after February 25, 2022 but on or prior to February 25, 2023, a 1.00% premium is payable and (iii) after February 25, 2023, no premium is payable. Subject to certain exceptions and limitations, the Company is required to prepay the Term Loan Facilities with the net proceeds of certain occurrences, such as the incurrences of indebtedness not permitted to be incurred under the Credit Agreements, sale and leaseback transactions and asset sales. The agreement also requires mandatory prepayments of the Term Facilities with excess cash flow as specified in the terms of the Credit Agreements. Borrowings under the First Lien Dollar Term Facility bear interest, at the Company’s option, either at (i) LIBOR plus 3.25% or (ii) the base rate plus 2.25%. Borrowings under the First Lien Euro Term Facility bear interest at LIBOR plus an applicable margin of either 3.25% or 3.50% based on the Company’s total net leverage ratio. The base rate is defined as the highest of (a) the Federal Funds Rate plus one half of 1%, (b) the rate of interest in effect for such day as published by the Wall Street Journal as the “prime rate,” and (c) LIBOR plus 1.00%; provided that the base rate shall not be less than 0.00% per annum. LIBOR is subject to a “floor” of 0% per annum. Borrowings under the Second Lien Term Facility bear interest at a fixed rate of 7.125%. As of December 31, 2020, the interest rate for the First Lien Dollar Term Facility was 3.397% and the interest rate for the First Lien Euro Term Facility was 3.25%. The First Lien Euro Term Facility was issued with no original issue discount. The First Lien Dollar Term Facility was issued with 0.50% of original issue discount and the Second Lien Dollar Term Facility was issued with 0.50% of original issue discount and subsequent additional amount was issued with 0.125% discount. As of September 30, 2021, the interest rate for the First Lien Dollar Term Facility was 3.335% and the interest rate for the First Lien Euro Term Facility was 3.25%. The First Lien Euro Term Facility was issued with no original issue discount. The First Lien Dollar Term Facility was issued with 0.50% of original issue discount and the Second Lien Dollar Term Facility was issued with 0.50% of original issue discount and subsequent additional amount was issued with 0.125% discount. The Revolving Credit Facility accrues interest at a per annum rate based on either, at the Company’s election, (i) LIBOR plus the applicable margin for LIBOR loans ranging between 3.00% and 3.25% based on the Company’s total net first lien leverage ratio or (ii) the base rate plus an applicable margin ranging between 2.00% and 2.25% based on the Company’s total net first lien leverage ratio. No amounts were outstanding under the Revolving Facility as of September 30, 2021 and December 31, 2020. There were $1.4 million of utilized letters of credit under the Revolving Facility at September 30, 2021 and December 31, 2020, respectively. The Company guarantees the obligations under the Credit Agreements. All obligations under the Credit Agreements are secured by a perfected lien or security interest in substantially all of the Company’s and the guarantors’ tangible and intangible assets. The First Lien Credit Agreement also provides for a swingline sub facility of $15.0 million, which is available on a same day basis and a letter of credit facility of $30.0 million. The First Lien Credit Agreement includes an uncommitted incremental facility in an amount not to exceed the greater of $392.0 million and 100% of LTM EBITDA (less amounts incurred under this component of the incremental facility under the Second Lien Credit Agreement) plus additional amounts subject to compliance with certain leverage tests. The Second Lien Credit Agreement includes an uncommitted incremental facility in an amount not to exceed the greater of $490.0 million and 125% of LTM EBITDA (less amounts incurred under this component of the incremental facility under the First Lien Credit Agreement) plus additional amounts subject to compliance with certain leverage tests. Accrued interest on the First Lien Term Facilities is payable (i) quarterly in arrears with respect to base rate loans, (ii) at the end of each interest rate period (or at each 3- month interval in the case of loans with interest periods greater than 3 months) with respect to LIBOR loans, (iii) the date of any repayment or prepayment, and (iv) at maturity (whether by acceleration or otherwise). Accrued interest on the Second Lien Term Facility is payable quarterly. The Company is also obligated to pay other customary closing fees, arrangement fees, administrative fees, commitment fees, and letter of credit fees. Under the First Lien Credit Agreement, an annual commitment fee is applied to the daily unutilized amount under the Revolving Facility at a per annum rate ranging from 0.375% to 0.50% depending on the Company’s total net first lien leverage ratio. The First Lien Credit Agreement requires that, as of the last day of any fiscal quarter if on such date the aggregate principal amount of all (a) revolving loans, (b) swingline loans, and (c) letter of credit obligations (in excess of $10 million) exceed 30% of the revolving loan commitments, the total net first lien leverage ratio cannot exceed 6.25 to 1.00. The occurrence of an event of default could result in the acceleration of the obligations under the Credit Agreements. Under certain circumstances, a default interest rate equal to 2.00% above the then-applicable interest rate will apply during the existence of an event of default under the Credit Agreements. The Company was in compliance with all covenants under the Credit Agreements as of September 30, 2021 and December 31, 2020. The Credit Agreements, among other things, limit the ability of the Company and its restricted subsidiaries to incur or guarantee additional indebtedness; pay dividends or make distributions or redeem or repurchase capital stock; prepay, redeem or repurchase certain subordinated debt; make certain loans or investments; create liens; merge or consolidate with another company or transfer or sell assets; enter into restrictions affecting the ability of certain restricted subsidiaries to make distributions, loans or advances to the Company or its restricted subsidiaries; and engage in transactions with affiliates. These covenants are subject to a number of important limitations and exceptions, which are described in the Credit Agreements. Future minimum principal payments Future minimum principal payments on the First and Second Lien Credit Facilities as of September 30, 2021 are as follows (in thousands): Remaining 2021 $ 5,864 2022 23,457 2023 23,457 2024 23,457 2025 498,457 Thereafter 2,210,864 Total $ 2,785,556 |
Disaggregation of Revenue and C
Disaggregation of Revenue and Costs to Obtain a Contract | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue and Costs to Obtain a Contract | Disaggregation of Revenue and Costs to Obtain a Contract The following table presents the disaggregation of revenue by revenue type, consistent with how the Company evaluates its financial performance, for the three and nine months ended September 30, 2021 and 2020 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenue: Cloud and subscription support $ 111,630 $ 84,762 $ 312,165 $ 231,272 On-Premise subscription license 82,060 63,516 205,790 176,522 Subscription 193,690 148,278 517,955 407,794 Perpetual license 2,846 13,693 19,085 37,582 Software revenue 196,536 161,971 537,040 445,376 Maintenance 137,569 141,358 420,888 421,124 Professional services 27,702 23,914 79,417 80,071 Maintenance and professional services revenue 165,271 165,272 500,305 501,195 Total revenues $ 361,807 $ 327,243 $ 1,037,345 $ 946,571 Revenue by geographic location for the three and nine months ended September 30, 2021 and 2020 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 North America $ 245,899 $ 220,179 $ 698,972 $ 645,218 EMEA 79,050 70,723 225,781 199,394 Asia Pacific 29,357 28,899 87,980 81,556 Latin America 7,501 7,442 24,612 20,403 Total revenues $ 361,807 $ 327,243 $ 1,037,345 $ 946,571 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 United States $ 229,013 $ 210,038 $ 660,396 $ 610,177 Rest of the World 132,794 117,205 376,949 336,394 Total revenues $ 361,807 $ 327,243 $ 1,037,345 $ 946,571 No foreign country represented 10% or more of the Company’s total revenue during the three and nine months ended September 30, 2021 and 2020, respectively. Costs to obtain a contract The changes in the capitalized costs to obtain a contract for the nine months ended September 30, 2021 (in thousands): Amount Ending balance as of December 31, 2020 $ 136,566 Additions 43,350 Commissions amortized (35,082) Revaluation (1,428) Ending balance as of September 30, 2021 $ 143,406 Of the $143.4 million deferred commissions balance as of September 30, 2021, the Company expects to recognize approximately 33% as commission expense over the next 12 months , and the remainder thereafter. Deferred commissions are included in Prepaid expenses and other current assets and other assets in the condensed consolidated balance sheets. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments The Company’s earnings and cash flows are subject to market risks as a result of foreign currency exchange rate and interest rate fluctuations. The Company uses derivative financial instruments to manage its exposure to foreign currency exchange rate and interest rate fluctuations which is inherent to its ongoing business operations. The Company and its subsidiaries do not enter into derivative contracts for speculative purposes. Foreign Exchange Forward Contracts The Company enters into foreign exchange forward contracts in an attempt to reduce the impact of foreign currency exchange rate fluctuations and designates these contracts as cash flow hedges at inception. The objective is to reduce the volatility of forecasted cash flows and expenses caused by movements in foreign currency exchange rates, in particular the Indian rupee. The Company is currently using foreign exchange forward contracts to hedge the anticipated foreign currency expenses of its subsidiary in India. The Company recognizes in earnings amounts related to its designated cash flow hedges accumulated in other comprehensive income during the same period in which the corresponding underlying hedged transaction affects earnings. As of September 30, 2021, a net unrealized gain of approximately $0.6 million accumulated in other comprehensive income (loss) is expected to be reclassified into earnings within the next twelve months. The Company has forecasted the amount of its anticipated foreign currency expenses based on its historical performance and projected financial plan. As of September 30, 2021, the remaining open foreign exchange contracts, carried at fair value, are hedging Indian rupee expenses and have a maturity of twelve months or less. These foreign exchange contracts mature monthly as the foreign currency denominated expenses are paid and any gain or loss is offset against operating expense. Once the hedged item is recognized, the cash flow hedge is de-designated and subsequent changes in value are recognized in other income (expense), net, to offset changes in the value of the resulting non-functional currency monetary assets or liabilities. The notional amounts of these foreign exchange forward contracts in U.S. dollar equivalents were to buy $78.7 million and $57.9 million of Indian rupees as of September 30, 2021 and December 31, 2020, respectively. Interest Rate Swaps The Company has entered into various interest rate swap agreements to offset the variability of cash flows associated with the floating rate interest payments related to the Term Loan Facilities. See Note 6. Borrowings of the Notes to Condensed Consolidated Financial Statements of this Report for further discussion of the Senior Secured Credit Facilities. These swaps are designated as cash flow hedges of floating rate interest payments. As of September 30, 2021, the Company has three interest rate swaps outstanding with a total current notional amount of $1.32 billion, with fixed rates ranging from 0.695% to 2.439%. All cash flows relating to swaps that are considered to have an other than insignificant financing component at the inception date are included in cash flow from financing activities in the condensed consolidated statement of cash flows. The interest rate swaps will mature by December 2022. We record any change in the fair value of the interest rate swaps in other comprehensive income (loss), until the hedged cash flow occurs, at which point any gain (loss) is reclassified into earnings and any change in fair value of non-designated swaps in interest expense. One of the three interest rate swaps was de-designated in November 2020. The other comprehensive loss at de-designation will be amortized to interest expense over the original hedge period and future gains and losses on the de-designated swap will be recognized as interest expense. A net unrealized loss of approximately $8.7 million currently accumulated in other comprehensive income (loss) for the interest rate swaps as of September 30, 2021 is expected to be reclassified into earnings within the next twelve months. In March 2020, the Company restructured then existing swap agreements by extending the hedging period to take advantage of lower interest rates and produce an immediate reduction in cash outflows. The restructured swaps are considered a hybrid instrument under ASC 815 due to the negative market value at designation: a borrowing and an embedded interest rate swap with a fair value of zero that has been designated as a cash flow hedge of interest expense on the Company’s outstanding LIBOR borrowings. The borrowing associated with the hybrid instruments had a balance of $8.1 million and $12.7 million as of September 30, 2021 and December 31, 2020, respectively and is recorded in Other Liabilities. The borrowing is being amortized to interest expense over its remaining term and the fair value of the embedded interest rate swap is recorded in other comprehensive income until recognized as interest expense at each settlement date. Balance Sheet Hedges Balance Sheet hedges consist of cash flow hedge contracts that have been de-designated and non-designated balance sheet hedges. These foreign exchange contracts are carried at fair value and either did not or no longer qualify for hedge accounting treatment and are not designated as hedging instruments. Changes in the value of the foreign exchange contracts are recognized in other income (expense), net and offset the foreign currency gain or loss on the underlying net monetary assets or liabilities. The notional amounts of foreign currency purchase contracts open in U.S. dollar equivalents were to buy $9.4 million and $7.9 million of Indian rupees at September 30, 2021 and December 31, 2020, respectively. The following table reflects the fair value amounts for designated and non-designated hedging instruments at September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 Fair Value Derivative Assets (i) Fair Value Derivative Liabilities (ii) Fair Value Derivative Assets (i) Fair Value Derivative Liabilities (ii) Designated hedging instruments Foreign currency forward contracts $ 909 $ 147 $ 2,177 $ — Interest Rate Swaps — 7,590 — 17,566 Non-designated hedging instruments Foreign currency forward contracts 184 — 153 — Interest Rate Swaps — 6,694 1,757 7,170 Total fair value of hedging instruments $ 1,093 $ 14,431 $ 4,087 $ 24,736 _____________ (i) Included in prepaid expenses and other current assets on the condensed consolidated balance sheets. (ii) Included in accrued liabilities and other liabilities on the condensed consolidated balance sheets. The Company presents its derivative assets and derivative liabilities at gross fair values in the condensed consolidated balance sheets. However, under the master netting agreements with the respective counterparties of the foreign exchange contracts, subject to applicable requirements, the Company is allowed to net settle transactions of the same currency with a single net amount payable by one party to the other. The derivatives held by the Company are not subject to any credit contingent features negotiated with its counterparties. The Company is not required to pledge nor is entitled to receive cash collateral related to the above contracts. As of September 30, 2021 and December 31, 2020, there were no derivative assets or liabilities that were net settled under the master netting agreements. The Company evaluates prospectively as well as retrospectively the effectiveness of its hedge programs using statistical analysis. Prospective testing is performed at the inception of the hedge relationship and quarterly thereafter. Retrospective testing is performed on a quarterly basis. The before-tax effects of derivative instruments designated as cash flow hedges on the accumulated other comprehensive income and condensed consolidated statements of operations for the periods indicated below are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Amount of gain (loss) recognized in other comprehensive loss (i) $ 402 $ 1,750 577 $ (31,408) Amount of gain (loss) related to foreign exchange forward contracts reclassified from accumulated other comprehensive income (loss) into income (ii) $ 688 $ (221) 2,861 $ (735) Amount of (loss) related to interest rate swaps reclassified from accumulated other comprehensive loss into income as interest expense $ (5,913) $ (6,735) (16,981) $ (14,788) _____________ (i) The before-tax gain of $1,148 thousand related to foreign exchange forward contracts and before-tax loss of $(746) thousand related to interest rate swaps were recognized in other comprehensive income (loss) during the three months ended September 30, 2021. The before-tax gain of $2,039 thousand related to foreign exchange forward contracts and before-tax loss of $(289) thousand related to interest rate swaps were recognized in other comprehensive income (loss) during the three months ended September 30, 2020. The before-tax gain of $1,445 thousand related to foreign exchange forward contracts and before-tax loss of $(868) thousand related to interest rate swaps were recognized in other comprehensive income (loss) during the nine months ended September 30, 2021. The before-tax gain of $19 thousand related to foreign exchange forward contracts and before-tax loss of $(31,427) thousand related to interest rate swaps were recognized in other comprehensive income (loss) during the nine months ended September 30, 2020. (ii) For the three months ended September 30, 2021, the before-tax gains of $131 thousand and $557 thousand were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the condensed consolidated statements of operations. For the three months ended September 30, 2020, the before-tax losses of $(45) thousand and $(176) thousand were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the condensed consolidated statements of operations. For the nine months ended September 30, 2021, the before-tax gains of $544 thousand and $2,317 thousand were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the condensed consolidated statements of operations. For the nine months ended September 30, 2020, the before-tax losses of $(157) thousand and $(578) thousand were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the condensed consolidated statements of operation. The before-tax gain (loss) recognized in other income (expense), net for non-designated foreign currency forward contracts and interest rate swaps for the periods indicated below are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Gain (loss) recognized in other income (expense), net $ (26) $ 102 $ (209) $ (291) See Note 4. Fair Value Measurements, and Note 12. Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements of this Report for a further discussion. |
Stockholders Equity, Equity Inc
Stockholders Equity, Equity Incentive Plan and Deferred Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders Equity, Equity Incentive Plan and Deferred Compensation | Stockholders Equity, Equity Incentive Plan and Deferred Compensation Common and Preferred Stock On September 30, 2021, the Company completed the restructuring transactions which resulted in the shareholders of Ithacalux contributing their interests in Ithacalux to Informatica in exchange for an aggregate of 288,867,682 shares of Informatica’s common stock. 200,768,636 shares of Informatica’s common stock are designated Class A common stock with 300,000,000 shares authorized, and 44,049,523 shares of the common stock are designated Class B-1 common stock, with 100,000,000 shares authorized, and an equal number (44,049,523 shares of the common stock) designated Class B-2 common stock with 100,000,000 shares authorized. The number of shares of Class A common stock and Class B-1 and Class B-2 common stock issued was determined in accordance with the applicable provisions of the contribution agreement. Amounts for periods prior to the completion of the restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in the Final Prospectus. In connection with the IPO, the Company filed an amended and restated certificate of incorporation in October 2021, which became effective on the date of its filing. The Amended and Restated Certificate of Incorporation authorized the issuance of a total of 2,000,000,000 shares of Class A common stock, $0.01 par value per share, 200,000,000 shares of Class B-1 common stock, $0.01 par value per share, 200,000,000 shares of Class B-2 common stock, $0.00001 par value per share, and 200,000,000 shares of preferred stock, $0.01 par value per share. There was no preferred stock issued and outstanding as of December 31, 2020 and September 30, 2021. The rights of the holders of Class A common stock and Class B-1 common stock are identical in all respects, except that Class B-1 common stock will not vote on the election or removal of directors. The rights of the holders of Class B-2 common stock have no rights (voting or otherwise), except for the right to vote on the election or removal of directors and will be entitled to a nominal annual dividend of CAD$15 thousand in the aggregate. Equity Incentive Plan In September 2021, the Company adopted the 2015 Plan which Ithacalux originally adopted in 2015 for its employees in order to provide an incentive to these employees and to align their goals and interests with the goals and interests of Ithacalux and now the Company. The 2015 Plan was amended and restated effective October 12, 2018. On March 13, 2020, the Company approved a second amendment and restatement of the 2015 Plan which increased the aggregate shares authorized for grant as awards under the 2015 Plan to 34,065,509 and extended the plan termination date for 10 years, or until March 13, 2030. The 2015 Plan is administered by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”). Amounts for periods prior to the completion of the restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in the Final Prospectus. The Compensation Committee grants equity awards under the 2015 Plan in the form of options to acquire shares of Informatica, Inc. The options are not intended to qualify as Incentive Stock Options within the meaning of Section 422 of the Internal Revenue Code. The term of the options granted under this plan is ten years with a vesting requirement of continued employment through the applicable vesting date (“Service-based Options”), and in certain cases attainment of performance criteria (“Performance-based Options”). Performance-based Options The Company has issued stock options with performance conditions, such as a compounded annual revenue growth rate (“CAGR”), both the service and performance conditions of which have been attained as of December 31, 2020. The total expense recognized on the vesting of CAGR options was $12.8 million. In addition, the Company has issued certain performance-based options, such as a Multiple on Invested Capital (“MOIC”), under the plan for which vesting is subject to both the achievement of one or more exit events, including a change in control or initial public offering, and market liquidity vesting criteria in connection with achieving a certain per share price in any one or more exit events. At the achievement of one or more exit events, the Company will recognize compensation expense in proportion to the requisite service period already completed. The remaining expense will be recognized over the remaining estimated derived service period unless the market liquidity vesting criteria are achieved earlier. During the three months ended September 30, 2021, the Company issued additional performance-based options for which vesting is subject to the satisfaction of both a liquidity event-related performance condition, including initial public offering (“IPO Performance-based Options”), and a service-based vesting condition. At the achievement of a liquidity event, the Company will recognize compensation expense in proportion to the requisite service period already completed. The remaining expense will be recognized over the remaining service period. Stock-based Compensation The Company accounts for stock-based compensation in accordance with the provisions of ASC 718, Stock Compensation. All outstanding awards under the 2015 Plan are accounted for as equity awards. Depending on the vesting criteria of each award, including service, performance and market conditions, the Company uses the Black-Scholes Merton or Monte Carlo model to value awards granted under the plan. Both models require the input of certain assumptions on the grant date, including fair value of the underlying stock and exercise price, expected term, volatility, risk-free interest rate, and dividend yield. The fair value of the underlying share and the exercise price were based on the estimated per share fair value from the Company’s recurring valuation process. The Company has discounted the fair value of the underlying share for lack of marketability of the shares before applying each model. The expected term was estimated based on an analysis of the facts and circumstances underlying the option agreement. The expected volatility data was calculated using publicly-traded peer companies’ historical volatility. The risk-free interest rate assumption was based on the implied yield on the U.S. Treasury zero-coupon issued with maturities that were consistent with the option’s expected term. The expected dividend yield was zero based on Company’s continued assumption that there will not be any dividend payouts. Stock-based compensation is recognized for stock options that contain both service and performance conditions based on the probability of achieving certain performance criteria, as defined in the option agreements. Compensation expense for a performance-based award with a performance/market condition is accrued based on the probable outcome of the performance criteria set in the 2015 Plan. Stock-based compensation expense is accrued only for awards where it is probable that the performance conditions will be met, and the Company recognizes expense using the graded vesting attribution method. Summary of Assumptions The fair values of the option awards granted during the years ended three and nine months ended September 30, 2021 were estimated using the following assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Option Awards: Expected term (in years) 3.9 3.0 3.4 3.0 Expected volatility 38.2 % 37.2 % 39.4 % 36.2 % Risk-free interest rate 0.6 % 0.2 % 0.4 % 0.3 % Expected dividend rate — % — % — % — % Option Awards Activity During the nine months ended September 30, 2021, the Company granted 5.7 million awards with the weighted average grant date fair value of $6.84 per share. The following table summarizes the option award activity for the nine months ended September 30, 2021 (in thousands, except share price, fair value and term): Number of Options Weighted- Weighted- Weighted- Aggregate Total Service Performance- Outstanding at December 31, 2020 23,710 16,463 7,247 $ 14.85 7.84 $ 83,364 Granted 5,668 3,749 1,919 $ 22.20 $ 6.84 Exercised (1,135) (896) (239) $ 11.41 Forfeited or expired (1,881) (1,145) (736) $ 15.43 Outstanding at September 30, 2021 26,362 18,171 8,191 $ 16.54 7.67 $ 233,663 Stock Compensation The stock-based compensation (excluding deferred compensation) for the periods indicated below are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenues $ 302 $ 271 $ 782 $ 674 Research and development 1,344 897 3,148 1,791 Sales and marketing 1,453 930 3,323 2,223 General and administrative 934 781 2,665 4,839 Total stock-based compensation $ 4,033 $ 2,879 $ 9,918 $ 9,527 As of September 30, 2021, total unrecognized stock-based compensation expense related to unvested service-based options was $46.8 million and is expected to be recognized over the remaining weighted-average vesting period of 2.67 years. The total unrecognized stock-based compensation expense as of September 30, 2021 related to unvested options with performance and market liquidity vesting conditions is $42.9 million of which a portion of the compensation expense in proportion to the requisite service period already completed will recognized at the achievement of the performance condition, and the remaining will be recognized over the remaining estimated derived service period of 1.92 years, unless the market liquidity vesting criteria are achieved earlier. No stock-based compensation has been recognized in connection with these options as of September 30, 2021. The total unrecognized stock-based compensation expense as of September 30, 2021 related to unvested options with performance and service vesting conditions is $11.1 million of which a portion of the compensation expense in proportion to the requisite service period already completed will recognized at the achievement of the performance condition, and the remaining will be recognized over the remaining service period of 3.93 years. No stock-based compensation has been recognized in connection with these options as of September 30, 2021. In November 2019, the Company’s Compensation Committee of the Board of Directors approved an employee incentive and retention program in the form of negotiated repurchases. The negotiated repurchases allowed certain employees with service-based options which were vested as of September 30, 2019, to sell a portion of their eligible vested options to the Company in exchange for cash. The negotiated repurchases closed on January 6, 2020, resulting in 1.5 million vested options exchanged for net cash payments of $23.1 million. In accordance with ASC 718, the Company recorded the difference between the estimated fair market value and the exercise price of awards as a reduction in additional paid-in capital, and the difference between the offer price and the current estimated fair market value of awards as additional compensation expense. As a result of the negotiated repurchases, the Company recognized a $7.5 million reduction in additional paid-in capital for settlement of certain vested stock options during the first quarter of 2020 and recognized an incremental $15.5 million of compensation expense during the first quarter of 2020. Deferred Compensation In July 2019, the Company’s Compensation Committee of the Board of Directors approved payment of a distribution equivalent rights bonus (“DERB”) which entitled holders of vested and unvested service-based stock options issued under the 2015 Plan, which were outstanding on June 17, 2019, to the distribution value of $1.30 per option. For eligible options that vest based on performance criteria, the exercise price was reduced by $1.30 per share. The rights to DERB payments for time-based options are subject to the same time-based vesting and other terms and conditions as the corresponding unvested time-based stock options. The DERB does not qualify to be accounted for as stock compensation per ASC 718 because the amount earned by employees is not based, in whole or in part, on the value of the Company’s equity instruments and the DERB is required to be settled in cash. Consequently, the Company accounts for the DERB as deferred compensation over the vesting period. DERB expense for the three and nine months ended September 30, 2021 was not material. DERB expense for the three and nine months ended September 30, 2020 was $0.4 million and $2.2 million, respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company computes its income tax provision for interim periods by applying the estimated annual effective tax rate to year-to-date pre-tax income from recurring operations and adjusting for discrete tax items arising in that quarter. The Company's income tax expense (benefit) was $3.8 million and $(9.9) million for the three months ended September 30, 2021 and 2020, respectively and $15.7 million and $(31.6) million for the nine months ended September 30, 2021 and 2020, respectively. The tax expense recorded for the three and nine months ended September 30, 2021 compared to the tax benefits recorded in prior periods were primarily due to foreign income inclusion not fully offset by foreign tax credits and the valuation allowance established against the deferred tax assets associated with disallowed interest expense, partially offset by a net tax benefit recorded upon the completion of the Internal Revenue Services (the “IRS”) examination in the current period. In assessing the need for any additional valuation allowance as of September 30, 2021, the Company considered all available evidence both positive and negative, including historical levels of income and expectations and risks associated with estimates of future taxable income, and ongoing prudent and feasible tax planning strategies. As a result of this analysis for the nine months ended September 30, 2021, management believes it is more likely than not that majority of our deferred tax assets will be realized. The Company recorded an additional $22.2 million of tax expense for the nine months ended September 30, 2021 due to additional valuation allowances against its deferred tax assets on disallowed business interest expense. As of September 30, 2021, the gross unrecognized tax benefits were approximately $43.0 million. The gross unrecognized tax benefit was reduced by $26.6 million due to the recent completion of the examination by the Internal Revenue Service for the 2014 to 2016 tax years. If recognized, the income tax provision would have a favorable impact of $24.1 million. The Company has elected to include interest and penalties as a component of income tax expenses. Accrued interest and penalties as of September 30, 2021 were approximately $3.8 million. The Company files U.S. federal income tax returns as well as income tax returns in various states and foreign jurisdictions. The IRS has completed its examination of the 2014 through 2016 tax years as of September 30, 2021. In addition, the Company has been informed by certain state and foreign taxing authorities that it was selected for examination. U.S. federal, state and foreign jurisdictions have three to six open tax years at any point in time. The field work for certain state and foreign audits have commenced and are at various stages of completion as of September 30, 2021. Although the outcome of any tax examination is uncertain, the Company believes that it has adequately provided in its financial statements for any additional taxes that it may be required to pay as a result of these examinations. The Company regularly assesses the likelihood of outcomes resulting from these examinations to determine the adequacy of its provision for income taxes and believes its current unrecognized tax benefit to be reasonable. If tax payments ultimately prove to be unnecessary, the recognition of previously unrecognized tax benefit would result in tax benefits in the period that the Company had determined unrecognized tax benefits were no longer necessary. However, if an ultimate tax assessment exceeds its estimate of tax liabilities, an additional tax provision might be required. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per share is computed using the weighted average number of shares outstanding for the period, excluding unvested service and performance-based stock options. Diluted net income (loss) per share is computed using the weighted average shares outstanding for the period plus dilutive potential shares, including unvested stock options, using the treasury stock method. As of September 30, 2021, 5.6 million MOIC options and 1.4 million IPO Performance-based Options were excluded from the table below and also from diluted income (loss) per share because they are subject to performance and market conditions that were not achieved as of such date. The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net income (loss) $ 2,727 $ (32,309) $ (33,597) $ (135,127) Weighted-average shares used in computing net income (loss) per share: Basic 244,689 244,285 244,670 244,305 Effect of dilutive securities 4,622 — — — Diluted 249,311 244,285 244,670 244,305 Net income (loss) per share attributable to Class A and Class B-1 common stockholders: Basic $ 0.01 $ (0.13) $ (0.14) $ (0.55) Diluted $ 0.01 $ (0.13) $ (0.14) $ (0.55) The following potentially dilutive securities were excluded from the computation of diluted net income (loss) per share calculations for the periods presented because the impact of including them would have been anti-dilutive (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Stock options outstanding 119 2,015 4,042 2,164 |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Warranties The Company generally provides a warranty for its software products and services to its customers for a period of three to six months. The Company’s software products’ media are generally warranted to be free from defects in materials and workmanship under normal use, and the products are also generally warranted to substantially perform as described in certain Company documentation and the product specifications. The Company’s services are generally warranted to be performed in a professional manner and to materially conform to the specifications set forth in a customer’s signed contract. In the event there is a failure of such warranties, the Company generally will correct or provide a reasonable work-around or replacement product. To date, the Company’s product warranty expense has not been significant. Indemnification The Company’s software license agreements generally include certain provisions for indemnifying the customer against losses, expenses, liabilities, and damages that may be awarded against the customer in the event the Company’s software is found to infringe upon a patent, copyright, trademark, or other proprietary right of a third party. The agreements generally limit the scope of and remedies for such indemnification obligations in a variety of industry-standard respects, including but not limited to certain time and scope limitations and a right to replace an infringing product with a non-infringing product. The Company believes its internal development processes and other policies and practices limit its exposure related to these indemnification provisions. In addition, the Company requires its employees to sign a proprietary information and inventions agreement, which assigns the rights to its employees’ development work to the Company. To date, the Company has not had to reimburse any of its customers for any losses related to these indemnification provisions, and no material claims against the Company are outstanding as of September 30, 2021 and December 31, 2020. The Company cannot determine the maximum amount of potential future payments, if any, related to such indemnification provisions due to the limited and infrequent history of prior indemnification claims. As permitted under Delaware law, the Company has agreements whereby the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was serving, at the Company’s request, in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has director and officer insurance coverage that reduces the Company’s exposure and enables the Company to recover a portion of any future amounts paid. The Company believes the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal. The Company accrues for loss contingencies when available information indicates that it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. Litigation The Company is a party to various legal proceedings and claims arising from the normal course of its business activities, including proceedings and claims related to employment and intellectual property related matters. The Company reviews the status of each matter and records a provision for a liability when it is considered both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed quarterly and adjusted as additional information becomes available. If both of the criteria are not met, the Company assesses whether there is at least a reasonable possibility that a loss, or additional losses, may be incurred. If there is a reasonable possibility that a material loss may be incurred, the Company discloses the estimate of the possible loss, range of loss, or a statement that such an estimate cannot be made. Litigation is subject to inherent uncertainties. Were an unfavorable outcome to occur, there exists the possibility of a material adverse impact on the Company’s financial position and results of operation for the period in which the unfavorable outcome occurred, and potentially in future periods. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On October 29, 2021, the Company completed its IPO in which the Company issued and sold 29,000,000 shares of its Class A common stock at $29.00 per share. On November 10, 2021, the Company issued and sold an additional 4,350,000 shares of Class A common stock in connection with a full exercise of the underwriters’ option to purchase additional shares granted in the IPO. As a result of our IPO, the Company generated a total of $967.2 million in gross proceeds, inclusive of the underwriter’s exercise of their option to purchase additional shares in the offering, and net proceeds of $915.7 million, after underwriting discounts and commissions of $51.5 million. The Company also incurred offering costs of approximately $8.0 million. The Company also (i) repaid in full the $2.8 billion of outstanding indebtedness under the First Lien Term Facility and Second Lien Term Facility from $1.9 billion of borrowings under the new term loan facility (“New Term Loan Facility”),$915.7 million of the net proceeds from the IPO and $30.2 million from cash and cash equivalents on hand; (ii) paid a 2.0% prepayment premium under our Second Lien Credit Facility; and (iii) established a $250.0 million revolving credit facility with certain revolving lenders (the “New Revolving Facility”). The borrowings on the New Term Loan Facility bear interest at LIBOR plus 2.75% with a maturity date of October 29, 2028. The New Revolving Facility accrues interest at a per annum rate based on either, at the borrower’s election, (i) LIBOR plus the applicable margin for LIBOR loans ranging between 2.00% and 2.50% based on the borrower’s total net first lien leverage ratio or (ii) the base rate plus an applicable margin ranging between 1.00% and 1.50% based on the borrower’s total net first lien leverage ratio. T he revolving commitments will expire on October 29, 2026. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Final Prospectus. |
Consolidation | In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial consolidated statements and reflect all adjustments, which include recurring adjustments necessary for the fair statement of the Company’s financial position as of September 30, 2021 and the results of operations for the three and nine months ended September 30, 2021. The results of operations for the three and nine ended September 30, 2021 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period. |
Segments | The Company manages its operations and allocates resources as a single operating segment. Further, the Company manages, monitors and reports its operating results and financial position as a single reporting segment. The Company’s chief operating decision-maker (“CODM”) is its Chief Executive Officer who makes operating decisions, assesses financial performance and allocates resources based on consolidated financial information. As such, the Company has determined that it operates in one reportable segment. |
Use of Estimates | The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the periods covered by the financial statements and accompanying notes. Such estimates include, but are not limited to, revenue recognition, stock-based compensation including estimation of the grant date fair value of the common stock, the assessment of the recoverability of long-lived assets (goodwill, and identified intangible assets), tax provision, and contingencies. The Company bases its estimates on historical experience and on assumptions that it believes are reasonable. The Company assesses these estimates on a regular basis; however, actual results could materially differ from these estimates. |
Revenue Recognition, Unbilled Receivables, Contract Liabilities, and Remaining Performance Obligations from Customer Contracts | The Company derives its revenue from sales of 1) cloud subscriptions, representing access to the Company’s software via Company-hosted cloud applications, 2) on-premise subscription licenses, representing a term license to on-premise software, 3) subscription support, representing support for on-premise subscription licenses, 4) perpetual software licenses, and 5) maintenance and professional services, consisting of maintenance on perpetual software licenses, and professional services, consisting of consulting and education services. The Company recognizes revenue net of applicable sales taxes, financing charges it has absorbed, and amounts retained by its partners (including resellers and distributors), if any. The Company does not act as an agent in any of its revenue arrangements. Revenue is recognized and recorded in accordance with Accounting Standards Codification 606, Revenue From Contracts with Customers (“ASC 606”) which generally requires the Company to recognize revenue when it satisfies performance obligations under the terms of its contracts, and control of its products is transferred or services provided to its customers in an amount that reflects the consideration the Company expects to receive from its customers and partners in exchange for those products. This process involves identifying the customer contract, determining the performance obligations in the contract, determining the transaction price, allocating the transaction price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. Performance obligations contained in a contract are identified based on the goods or services that will be transferred to the customer that are both (i) capable of being distinct, and the customer can benefit from the goods or services either on their own or together with other resources that are readily available from third parties or from the Company, and (ii) distinct in the context of the contract, and the transfer of the goods or services is separate from other promises in the contract. To the extent a contract includes multiple promised goods or services, the Company applies its judgment to determine whether the promised goods or services are capable of being distinct, and distinct in the context of the contract. The Company considers a performance obligation satisfied once it has transferred control of a good or product to a customer, meaning the customer has the ability to use and obtain the benefit of the product. Performance Obligation When Performance Obligation is Typically Satisfied Subscription: Cloud services and subscription support Over Time: Ratably over the contractual term; commencing upon the later of when access to the service is made available or the contractual term commences On-Premise subscription license Point in Time: Upon the later of when the software license is made available or the contractual term commences Perpetual license Point in Time: When the software license is made available Maintenance Over Time: Ratably over the contractual term Professional Services Over Time: As services are provided Software revenue Software revenue is comprised of 1) cloud services, 2) on-premise subscription licenses and related subscription support offerings, and 3) perpetual license revenue. Cloud and subscription support offerings consist of revenue from customers and partners contracted to use the related services during a subscription period ranging from one On-premise subscription license revenue primarily consists of revenue from customers and partners contracted to use software during a subscription term with terms ranging from one Cloud services revenues include revenues from Informatica Cloud Services offerings, which deliver applications and infrastructure technologies via cloud-based deployment models for which we develop functionality, provide unspecified updates and enhancements, host, manage, upgrade, and support, and that customers access by entering into a subscription agreement with us for a stated period. On-premise subscription license support revenues are generated through the sale of license support contracts sold together with the on-premise subscription license purchased by our customer. Subscription license support contracts provide customers with rights to unspecified software product upgrades, maintenance releases and patches released during the term of the support period and include internet access to technical content, as well as internet and telephone access to technical support personnel. Our subscription software licenses have significant standalone functionalities and capabilities. Accordingly, these subscription software licenses are distinct from the support services as the customer can benefit from the software without the services and the services are separately identifiable within the contract. Perpetual license revenue consists of revenue from customers and partners for sales of perpetual software licenses, are generally billed upfront along with the associated maintenance, and are non-cancelable. The maintenance associated with perpetual licenses is classified within Maintenance and Professional Services. Maintenance and Professional Services Maintenance and professional services are comprised of maintenance, consulting, and education services. Maintenance contracts, which consists of ongoing support and software updates, if and when available, under perpetual software license arrangements, are typically one year in duration. Our perpetual software licenses have significant standalone functionalities and capabilities. Accordingly, these perpetual software licenses are distinct from the support services as the customer can benefit from the software without the services and the services are separately identifiable within the contract. Maintenance contracts are generally billed annually in advance and are generally non-cancelable. Consulting services are primarily related to configuration, installation, and implementation of the Company’s products, and are generally performed on a time-and-materials basis. Revenue for fixed fee contracts are generally recognized as services are performed, applying input methods to estimate progress to completion. If uncertainty exists about the Company’s ability to complete the project, its ability to collect the amounts due, or in the case of fixed-fee consulting arrangements, its ability to estimate the remaining costs to be incurred to complete the project, revenue is deferred until the uncertainty is resolved. Consulting services are generally either billed in advance or monthly as services are rendered. Consulting services, if included as part of the software arrangement, generally do not entail significant modification or customization of the software and hence, such services are not considered essential to the functionality of the software. Education services consist of classes offered at the Company’s headquarters, sales and training offices, customer locations, and on-line. Revenue is recognized as the classes are delivered. Education services are generally either billed in advance or as services are rendered. Contracts with multiple performance obligations Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis and revenue is recognized when (or as) the Company satisfies each performance obligation by transferring control of the promised goods or services to the customer. The determination of SSP requires judgement and is established for performance obligations that are routinely sold separately, such as support and maintenance on the Company’s core offerings. In connection with its cloud services, on-premise subscription licenses, and on-premise perpetual licenses, the Company is unable to establish SSP based on observable prices given the products and services are sold for a broad range of amounts (that is, the price is highly variable), and a representative SSP is not discernible from past transactions or other observable evidence. As a result, the SSP for cloud services offerings, on-premise subscription licenses, and on-premise perpetual licenses, included in a contract with multiple performance obligations, is determined by applying a residual approach whereby all other performance obligations within a contract are first allocated a portion of the transaction price based upon their respective SSPs, with any residual amount of transaction price allocated to cloud services, on-premise subscription licenses, and on-premise perpetual licenses. |
Accounts receivable | The timing of revenue recognition may differ from the timing of invoicing customers. Accounts receivables as reported on the condensed consolidated balance sheets, includes the unconditional amounts owed from customers comprising amounts invoiced, net of an allowance for doubtful accounts. A receivable is recognized in the period products are delivered or services are provided, or when the right to payment is unconditional. Payment terms on invoiced amounts are typically between 30 and 60 days, therefore the contracts do not include a significant financing component. Also, they typically do not involve a significant amount of variable consideration as they represent stated prices. |
Concentration of Credit Risk and Credit Evaluations | Financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash and cash equivalents, short term investments, derivatives and trade receivables. The Company’s cash and cash equivalents are generally held with large, diverse financial institutions worldwide to reduce the amount of exposure to any single financial institution. The majority of cash equivalents consists of money market funds, that primarily invest in U.S. government securities. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. The Company makes judgments as to its ability to collect outstanding receivables and provide allowances for the portion of receivables when collection becomes doubtful. Further, the Company maintains an allowance for expected credit losses. It estimates expected credit trends for the allowance for credit losses for receivables and contract assets based upon its assessment of various factors, including historical experience, the age of the receivable balances, credit rating of its customers, current economic conditions, and other factors that may affect its ability to collect from customers. Expected credit losses are recorded as general and administrative expense. The Company’s derivative contracts are transacted with various financial institutions with high credit ratings. The Company evaluates its counterparties associated with the Company’s foreign exchange forward contracts and interest rate swap contracts at least quarterly. Since all these counterparties are large credit-worthy banking institutions, the Company does not consider counterparty non-performance to be a material risk. The Company may enter into master netting arrangements to mitigate credit risk in derivative transactions by permitting net settlement of transactions with the same counterparty. |
New Accounting Pronouncements Not Yet Adopted | In March 2020, the Financial Accounting Standards Board (FASB) issued ASU No. 2020-04, Reference Rate Reform (Topic 848), which provides optional expedients and exceptions to contract modifications and hedging relationships that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued. The standard is effective upon issuance through December 31, 2022 and may be applied at the beginning of the interim period that includes March 12, 2020 or any date thereafter. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements. |
Foreign Currency and Interest Rate Derivatives and Hedging Instruments | Level 2 inputs for the derivative valuations are limited to quoted prices for similar assets or liabilities in active markets (specifically foreign currency rates and futures contracts) and inputs other than quoted prices that are observable for the asset or liability (specifically the LIBOR cash and swap rates, and credit risk at commonly quoted intervals). The Company records its derivative assets and liabilities on a gross basis in the condensed consolidated balance sheet and uses mid-market pricing as a practical expedient for fair value measurements. Key inputs for foreign currency derivatives are the spot rates, forward rates, interest rates, and credit derivative market rates. The spot rate for each foreign currency is the same spot rate used for all balance sheet translations at the measurement date and is sourced from the Federal Reserve Bulletin. The following values are interpolated from commonly quoted intervals: forward points and the LIBOR used to discount and determine the fair value of assets and liabilities. Credit default swap spread curves identified per counterparty at month end are used to discount derivative assets for counterparty non-performance risk, all of which have terms of twelve months or less. The Company discounts derivative liabilities to reflect the Company’s own potential non-performance risk to lenders and has used the spread over LIBOR on its most recent corporate borrowing rate. Key inputs for interest rate derivatives are the cash rates for very short term, futures rates and swap rates beyond the derivative maturity. These rates are used to provide spot rates at resets specified by each derivative. Derivatives are discounted to present value at the measurement date using the same LIBOR curve. Credit default swap spread curves per counterparty and the BB Industrial credit spread curves (representing the Company’s credit risk) at month end are used to discount the interest rate derivatives for non-performance risk using the potential method. The counterparties associated with the Company’s foreign currency forward contracts and interest rate swaps are large credit-worthy financial institutions. The foreign currency derivatives transacted with these entities are relatively short in duration and the interest rate derivatives are spread between three counterparties; therefore, the Company does not consider counterparty concentration and non-performance to be material risks |
Earnings Per Share | Basic net income (loss) per share is computed using the weighted average number of shares outstanding for the period, excluding unvested service and performance-based stock options. Diluted net income (loss) per share is computed using the weighted average shares outstanding for the period plus dilutive potential shares, including unvested stock options, using the treasury stock method. |
Commitments and Contingencies | Warranties The Company generally provides a warranty for its software products and services to its customers for a period of three to six months. The Company’s software products’ media are generally warranted to be free from defects in materials and workmanship under normal use, and the products are also generally warranted to substantially perform as described in certain Company documentation and the product specifications. The Company’s services are generally warranted to be performed in a professional manner and to materially conform to the specifications set forth in a customer’s signed contract. In the event there is a failure of such warranties, the Company generally will correct or provide a reasonable work-around or replacement product. To date, the Company’s product warranty expense has not been significant. Indemnification The Company’s software license agreements generally include certain provisions for indemnifying the customer against losses, expenses, liabilities, and damages that may be awarded against the customer in the event the Company’s software is found to infringe upon a patent, copyright, trademark, or other proprietary right of a third party. The agreements generally limit the scope of and remedies for such indemnification obligations in a variety of industry-standard respects, including but not limited to certain time and scope limitations and a right to replace an infringing product with a non-infringing product. The Company believes its internal development processes and other policies and practices limit its exposure related to these indemnification provisions. In addition, the Company requires its employees to sign a proprietary information and inventions agreement, which assigns the rights to its employees’ development work to the Company. To date, the Company has not had to reimburse any of its customers for any losses related to these indemnification provisions, and no material claims against the Company are outstanding as of September 30, 2021 and December 31, 2020. The Company cannot determine the maximum amount of potential future payments, if any, related to such indemnification provisions due to the limited and infrequent history of prior indemnification claims. As permitted under Delaware law, the Company has agreements whereby the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was serving, at the Company’s request, in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has director and officer insurance coverage that reduces the Company’s exposure and enables the Company to recover a portion of any future amounts paid. The Company believes the estimated fair value of these indemnification agreements in excess of applicable insurance coverage is minimal. The Company accrues for loss contingencies when available information indicates that it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. Litigation The Company is a party to various legal proceedings and claims arising from the normal course of its business activities, including proceedings and claims related to employment and intellectual property related matters. The Company reviews the status of each matter and records a provision for a liability when it is considered both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed quarterly and adjusted as additional information becomes available. If both of the criteria are not met, the Company assesses whether there is at least a reasonable possibility that a loss, or additional losses, may be incurred. If there is a reasonable possibility that a material loss may be incurred, the Company discloses the estimate of the possible loss, range of loss, or a statement that such an estimate cannot be made. Litigation is subject to inherent uncertainties. Were an unfavorable outcome to occur, there exists the possibility of a material adverse impact on the Company’s financial position and results of operation for the period in which the unfavorable outcome occurred, and potentially in future periods. |
Derivatives | The Company presents its derivative assets and derivative liabilities at gross fair values in the condensed consolidated balance sheets. However, under the master netting agreements with the respective counterparties of the foreign exchange contracts, subject to applicable requirements, the Company is allowed to net settle transactions of the same currency with a single net amount payable by one party to the other. The derivatives held by the Company are not subject to any credit contingent features negotiated with its counterparties. The Company is not required to pledge nor is entitled to receive cash collateral related to the above contracts. As of September 30, 2021 and December 31, 2020, there were no derivative assets or liabilities that were net settled under the master netting agreements.The Company evaluates prospectively as well as retrospectively the effectiveness of its hedge programs using statistical analysis. Prospective testing is performed at the inception of the hedge relationship and quarterly thereafter. Retrospective testing is performed on a quarterly basis. |
Accounting Policies (Tables)
Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Revenue, Performance Obligation, Timing of Satisfaction | Performance Obligation When Performance Obligation is Typically Satisfied Subscription: Cloud services and subscription support Over Time: Ratably over the contractual term; commencing upon the later of when access to the service is made available or the contractual term commences On-Premise subscription license Point in Time: Upon the later of when the software license is made available or the contractual term commences Perpetual license Point in Time: When the software license is made available Maintenance Over Time: Ratably over the contractual term Professional Services Over Time: As services are provided |
Cash, Cash Equivalents, Restr_2
Cash, Cash Equivalents, Restricted Cash, and Short-Term Investments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Investments | The following table summarizes the Company’s cash, cash equivalents, restricted cash and short-term investments as of September 30, 2021 and December 31, 2020 (in thousands). There were no marketable securities held at September 30, 2021 and December 31, 2020. September 30, December 31, 2021 2020 Cash $ 232,958 $ 201,732 Cash equivalents: Time deposits 4,095 8,270 Money market funds 179,914 134,002 Total cash equivalents 184,009 142,272 Total cash and cash equivalents $ 416,967 $ 344,004 Restricted cash 1,719 4,217 Total cash, cash equivalents, and restricted cash $ 418,686 $ 348,221 Short-term investments: Time deposits 34,799 18,729 Total short-term investments 34,799 18,729 Total cash, cash equivalents, restricted cash, and short-term investments $ 453,485 $ 366,950 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis as of September 30, 2021 and indicates the fair value hierarchy of the valuation (in thousands): Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Time deposits(i) $ 38,894 $ 38,894 $ — $ — Money market funds(ii) 179,914 179,914 — Total money market funds and time deposits 218,808 218,808 — — Foreign currency derivatives(iii) 1,093 — 1,093 Interest rate derivatives(iii) — — — — Total assets $ 219,901 $ 218,808 $ 1,093 $ — Liabilities: Foreign currency derivatives(iv) $ 147 $ — $ 147 $ — Interest rate derivatives(iv) 14,284 — 14,284 — Total liabilities $ 14,431 $ — $ 14,431 $ — ____________ (i) Included in cash equivalents and short-term investments on the condensed consolidated balance sheets. (ii) Included in cash equivalents on the condensed consolidated balance sheets. (iii) Included in prepaid expenses and other current assets, and other assets on the condensed consolidated balance sheets. (iv) Included in accrued liabilities and other liabilities on the condensed consolidated balance sheets. The following table presents information about the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis as of December 31, 2020 and indicates the fair value hierarchy of the valuation (in thousands): Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Time deposits (i) $ 26,999 $ 26,999 $ — $ — Money market funds (ii) 134,002 134,002 — — Total money market funds and time deposits 161,001 161,001 — — Foreign currency derivatives (iii) 2,330 — 2,330 — Interest rate derivatives (iii) 1,757 — 1,757 — Total assets $ 165,088 $ 161,001 $ 4,087 $ — Liabilities: Interest rate derivatives (iv) $ 24,736 $ — $ 24,736 $ — Total liabilities $ 24,736 $ — $ 24,736 $ — _____________ (i) Included in cash equivalents and short-term investments on the condensed consolidated balance sheets. (ii) Included in cash equivalents on the condensed consolidated balance sheets. (iii) Included in prepaid expenses and other current assets, and other assets on the condensed consolidated balance sheets. (iv) Included in accrued liabilities and other liabilities on the condensed consolidated balance sheets. |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The changes in the acquisition-related contingent consideration liability for the nine months ended September 30, 2021 are as follow (in thousands): Amount Ending balance as of December 31, 2020 $ 11,904 Accretion and other adjustments 101 Payment of contingent consideration (12,005) Ending balance as of September 30, 2021 $ — |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table presents the changes in the carrying amount of the goodwill for the nine months ended September 30, 2021 (in thousands): Amount Ending balance as of December 31, 2020 $ 2,419,501 Goodwill from acquisitions — Measurement period adjustment 54 Foreign currency translation adjustment (30,370) Ending Balance as of September 30, 2021 $ 2,389,185 |
Schedule of Finite-Lived Intangible Assets | The carrying amounts of the intangible assets other than goodwill as of September 30, 2021 and December 31, 2020 are as follows (in thousands, except years): Weighted Average Useful Life (Years) September 30, 2021 December 31, 2020 Cost Accumulated Amortization Net Cost Accumulated Amortization Net Acquired developed and core technology 6 $ 879,341 $ (805,952) $ 73,389 $ 881,032 $ (750,504) $ 130,528 Other intangible assets: Customer relationships 15 2,165,356 (1,173,681) 991,675 2,173,223 (1,050,709) 1,122,514 Trade names and trademark 7 82,029 (55,712) 26,317 82,510 (49,201) 33,309 Total other intangible assets 2,247,385 (1,229,393) 1,017,992 2,255,733 (1,099,910) 1,155,823 Total intangible assets subject to amortization 3,126,726 (2,035,345) 1,091,381 3,136,765 (1,850,414) 1,286,351 In-process research and development — — — 800 — 800 Total intangible assets, net $ 3,126,726 $ (2,035,345) $ 1,091,381 $ 3,137,565 $ (1,850,414) $ 1,287,151 |
Schedule of Indefinite-Lived Intangible Assets | The carrying amounts of the intangible assets other than goodwill as of September 30, 2021 and December 31, 2020 are as follows (in thousands, except years): Weighted Average Useful Life (Years) September 30, 2021 December 31, 2020 Cost Accumulated Amortization Net Cost Accumulated Amortization Net Acquired developed and core technology 6 $ 879,341 $ (805,952) $ 73,389 $ 881,032 $ (750,504) $ 130,528 Other intangible assets: Customer relationships 15 2,165,356 (1,173,681) 991,675 2,173,223 (1,050,709) 1,122,514 Trade names and trademark 7 82,029 (55,712) 26,317 82,510 (49,201) 33,309 Total other intangible assets 2,247,385 (1,229,393) 1,017,992 2,255,733 (1,099,910) 1,155,823 Total intangible assets subject to amortization 3,126,726 (2,035,345) 1,091,381 3,136,765 (1,850,414) 1,286,351 In-process research and development — — — 800 — 800 Total intangible assets, net $ 3,126,726 $ (2,035,345) $ 1,091,381 $ 3,137,565 $ (1,850,414) $ 1,287,151 |
Schedule of Finite-Lived Intangible Assets, Allocation of Amortization Expense | The allocation of the amortization of intangible assets for the periods indicated below is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenues $ 18,353 $ 25,123 $ 55,448 $ 73,189 Operating expenses 43,097 47,463 129,483 141,806 Total amortization of intangible assets $ 61,450 $ 72,586 $ 184,931 $ 214,995 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of September 30, 2021, the amortization expense related to identifiable intangible assets in future periods is expected to be as follows (in thousands): Acquired Other Intangible Assets (i) Total Intangible Assets Remaining 2021 $ 18,108 $ 42,994 $ 61,102 2022 37,054 155,145 192,199 2023 11,961 138,601 150,562 2024 3,502 122,523 126,025 2025 1,626 100,144 101,770 Thereafter 1,138 458,585 459,723 Total expected amortization expense $ 73,389 $ 1,017,992 $ 1,091,381 ____________ |
Borrowings (Tables)
Borrowings (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Long term debt consists of the following (in thousands): September 30, 2021 December 31, 2020 Dollar term loan $ 2,238,150 $ 2,251,575 Euro term loan 547,406 583,066 Total debt 2,785,556 2,834,641 Less: Discount on term loan (9,854) (11,207) Less: Debt issuance costs (19,141) (21,847) Total debt, net of discount and debt issuance costs 2,756,561 2,801,587 Less: Current portion of long-term debt (23,457) (23,775) Long-term debt, net of current portion $ 2,733,104 $ 2,777,812 |
Schedule of Maturities of Long-term Debt | Future minimum principal payments on the First and Second Lien Credit Facilities as of September 30, 2021 are as follows (in thousands): Remaining 2021 $ 5,864 2022 23,457 2023 23,457 2024 23,457 2025 498,457 Thereafter 2,210,864 Total $ 2,785,556 |
Disaggregation of Revenue and_2
Disaggregation of Revenue and Costs to Obtain a Contract (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents the disaggregation of revenue by revenue type, consistent with how the Company evaluates its financial performance, for the three and nine months ended September 30, 2021 and 2020 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenue: Cloud and subscription support $ 111,630 $ 84,762 $ 312,165 $ 231,272 On-Premise subscription license 82,060 63,516 205,790 176,522 Subscription 193,690 148,278 517,955 407,794 Perpetual license 2,846 13,693 19,085 37,582 Software revenue 196,536 161,971 537,040 445,376 Maintenance 137,569 141,358 420,888 421,124 Professional services 27,702 23,914 79,417 80,071 Maintenance and professional services revenue 165,271 165,272 500,305 501,195 Total revenues $ 361,807 $ 327,243 $ 1,037,345 $ 946,571 Revenue by geographic location for the three and nine months ended September 30, 2021 and 2020 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 North America $ 245,899 $ 220,179 $ 698,972 $ 645,218 EMEA 79,050 70,723 225,781 199,394 Asia Pacific 29,357 28,899 87,980 81,556 Latin America 7,501 7,442 24,612 20,403 Total revenues $ 361,807 $ 327,243 $ 1,037,345 $ 946,571 Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 United States $ 229,013 $ 210,038 $ 660,396 $ 610,177 Rest of the World 132,794 117,205 376,949 336,394 Total revenues $ 361,807 $ 327,243 $ 1,037,345 $ 946,571 |
Capitalized Contract Cost | The changes in the capitalized costs to obtain a contract for the nine months ended September 30, 2021 (in thousands): Amount Ending balance as of December 31, 2020 $ 136,566 Additions 43,350 Commissions amortized (35,082) Revaluation (1,428) Ending balance as of September 30, 2021 $ 143,406 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The following table reflects the fair value amounts for designated and non-designated hedging instruments at September 30, 2021 and December 31, 2020 (in thousands): September 30, 2021 December 31, 2020 Fair Value Derivative Assets (i) Fair Value Derivative Liabilities (ii) Fair Value Derivative Assets (i) Fair Value Derivative Liabilities (ii) Designated hedging instruments Foreign currency forward contracts $ 909 $ 147 $ 2,177 $ — Interest Rate Swaps — 7,590 — 17,566 Non-designated hedging instruments Foreign currency forward contracts 184 — 153 — Interest Rate Swaps — 6,694 1,757 7,170 Total fair value of hedging instruments $ 1,093 $ 14,431 $ 4,087 $ 24,736 _____________ (i) Included in prepaid expenses and other current assets on the condensed consolidated balance sheets. (ii) Included in accrued liabilities and other liabilities on the condensed consolidated balance sheets. |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | The before-tax effects of derivative instruments designated as cash flow hedges on the accumulated other comprehensive income and condensed consolidated statements of operations for the periods indicated below are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Amount of gain (loss) recognized in other comprehensive loss (i) $ 402 $ 1,750 577 $ (31,408) Amount of gain (loss) related to foreign exchange forward contracts reclassified from accumulated other comprehensive income (loss) into income (ii) $ 688 $ (221) 2,861 $ (735) Amount of (loss) related to interest rate swaps reclassified from accumulated other comprehensive loss into income as interest expense $ (5,913) $ (6,735) (16,981) $ (14,788) _____________ (i) The before-tax gain of $1,148 thousand related to foreign exchange forward contracts and before-tax loss of $(746) thousand related to interest rate swaps were recognized in other comprehensive income (loss) during the three months ended September 30, 2021. The before-tax gain of $2,039 thousand related to foreign exchange forward contracts and before-tax loss of $(289) thousand related to interest rate swaps were recognized in other comprehensive income (loss) during the three months ended September 30, 2020. The before-tax gain of $1,445 thousand related to foreign exchange forward contracts and before-tax loss of $(868) thousand related to interest rate swaps were recognized in other comprehensive income (loss) during the nine months ended September 30, 2021. The before-tax gain of $19 thousand related to foreign exchange forward contracts and before-tax loss of $(31,427) thousand related to interest rate swaps were recognized in other comprehensive income (loss) during the nine months ended September 30, 2020. (ii) For the three months ended September 30, 2021, the before-tax gains of $131 thousand and $557 thousand were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the condensed consolidated statements of operations. For the three months ended September 30, 2020, the before-tax losses of $(45) thousand and $(176) thousand were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the condensed consolidated statements of operations. For the nine months ended September 30, 2021, the before-tax gains of $544 thousand and $2,317 thousand were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the condensed consolidated statements of operations. For the nine months ended September 30, 2020, the before-tax losses of $(157) thousand and $(578) thousand were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the condensed consolidated statements of operation. |
Derivative Instruments, Gain (Loss) | The before-tax gain (loss) recognized in other income (expense), net for non-designated foreign currency forward contracts and interest rate swaps for the periods indicated below are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Gain (loss) recognized in other income (expense), net $ (26) $ 102 $ (209) $ (291) |
Stockholders Equity, Equity I_2
Stockholders Equity, Equity Incentive Plan and Deferred Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The fair values of the option awards granted during the years ended three and nine months ended September 30, 2021 were estimated using the following assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Option Awards: Expected term (in years) 3.9 3.0 3.4 3.0 Expected volatility 38.2 % 37.2 % 39.4 % 36.2 % Risk-free interest rate 0.6 % 0.2 % 0.4 % 0.3 % Expected dividend rate — % — % — % — % |
Share-based Payment Arrangement, Option, Activity | The following table summarizes the option award activity for the nine months ended September 30, 2021 (in thousands, except share price, fair value and term): Number of Options Weighted- Weighted- Weighted- Aggregate Total Service Performance- Outstanding at December 31, 2020 23,710 16,463 7,247 $ 14.85 7.84 $ 83,364 Granted 5,668 3,749 1,919 $ 22.20 $ 6.84 Exercised (1,135) (896) (239) $ 11.41 Forfeited or expired (1,881) (1,145) (736) $ 15.43 Outstanding at September 30, 2021 26,362 18,171 8,191 $ 16.54 7.67 $ 233,663 |
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity | The stock-based compensation (excluding deferred compensation) for the periods indicated below are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenues $ 302 $ 271 $ 782 $ 674 Research and development 1,344 897 3,148 1,791 Sales and marketing 1,453 930 3,323 2,223 General and administrative 934 781 2,665 4,839 Total stock-based compensation $ 4,033 $ 2,879 $ 9,918 $ 9,527 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net income (loss) $ 2,727 $ (32,309) $ (33,597) $ (135,127) Weighted-average shares used in computing net income (loss) per share: Basic 244,689 244,285 244,670 244,305 Effect of dilutive securities 4,622 — — — Diluted 249,311 244,285 244,670 244,305 Net income (loss) per share attributable to Class A and Class B-1 common stockholders: Basic $ 0.01 $ (0.13) $ (0.14) $ (0.55) Diluted $ 0.01 $ (0.13) $ (0.14) $ (0.55) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities were excluded from the computation of diluted net income (loss) per share calculations for the periods presented because the impact of including them would have been anti-dilutive (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Stock options outstanding 119 2,015 4,042 2,164 |
Organization and Description _2
Organization and Description of Business (Details) $ / shares in Units, $ in Millions | Nov. 10, 2021USD ($)shares | Oct. 29, 2021USD ($)$ / sharesshares | Sep. 30, 2021shares | Jun. 04, 2021private_equity_sponsor |
Subsidiary or Equity Method Investee [Line Items] | ||||
Stock issued during period, shares, new issues (in shares) | 288,867,682 | |||
Number of private equity sponsors | private_equity_sponsor | 2 | |||
Subsequent Event | IPO | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Sale of stock, consideration received on transaction | $ | $ 915.7 | $ 915.7 | ||
Class A Common Stock | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Stock issued during period, shares, new issues (in shares) | 200,768,636 | |||
Class A Common Stock | Subsequent Event | IPO | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Sale of stock, number of shares issued in transaction (in shares) | 29,000,000 | |||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 29 | |||
Class A Common Stock | Subsequent Event | Over-Allotment Option | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Sale of stock, number of shares issued in transaction (in shares) | 4,350,000 | |||
Class B-1 Common Stock | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Stock issued during period, shares, new issues (in shares) | 44,049,523 | |||
Class B-2 Common Stock | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Stock issued during period, shares, new issues (in shares) | 44,049,523 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Segments (Details) | 9 Months Ended |
Sep. 30, 2021segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Revenue Recognition (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Minimum | |
Revenue from External Customer [Line Items] | |
Subscription license term | 2 years |
Minimum | Cloud Services and Subscription Support | |
Revenue from External Customer [Line Items] | |
Subscription license term | 1 year |
Minimum | On-Premise Subscription License | |
Revenue from External Customer [Line Items] | |
Subscription license term | 1 year |
Maximum | |
Revenue from External Customer [Line Items] | |
Subscription license term | 3 years |
Maximum | Cloud Services and Subscription Support | |
Revenue from External Customer [Line Items] | |
Subscription license term | 3 years |
Maximum | On-Premise Subscription License | |
Revenue from External Customer [Line Items] | |
Subscription license term | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Accounts Receivable (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Minimum | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Accounts receivable, payment terms | 30 days |
Maximum | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Accounts receivable, payment terms | 60 days |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Unbilled Receivables (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Minimum | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Subscription license term | 2 years |
Maximum | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Subscription license term | 3 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Contract Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||||
Deferred revenue | $ 500,000 | $ 500,000 | $ 554,100 | ||
Customer deposits | 5,800 | 5,800 | 16,500 | ||
Contract liabilities | 505,800 | 505,800 | 570,600 | ||
Contract liabilities, current | 481,038 | 481,038 | $ 549,888 | ||
Contract liabilities, revenue recognized | $ 130,200 | $ 119,500 | $ 476,000 | $ 445,300 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Remaining Performance Obligations from Customer Contracts (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, amount | $ 1,005.6 | $ 984.8 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, percentage | 70.00% | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, percentage | 69.00% | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
Cash, Cash Equivalents, Restr_3
Cash, Cash Equivalents, Restricted Cash, and Short-Term Investments - Narrative (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | ||
Marketable securities | $ 0 | $ 0 |
Unrealized loss (gain) on remeasurement of debt | $ 0 | $ 0 |
Cash, Cash Equivalents, Restr_4
Cash, Cash Equivalents, Restricted Cash, and Short-Term Investments - Schedule of Cash, Cash Equivalents and Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Cash and Cash Equivalents [Abstract] | ||||
Cash | $ 232,958 | $ 201,732 | ||
Cash equivalents: | ||||
Time deposits | 4,095 | 8,270 | ||
Money market funds | 179,914 | 134,002 | ||
Total cash equivalents | 184,009 | 142,272 | ||
Total cash and cash equivalents | 416,967 | 344,004 | ||
Restricted cash | 1,719 | 4,217 | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 418,686 | 348,221 | $ 290,418 | $ 176,391 |
Short-term investments: | ||||
Total short-term investments | 34,799 | 18,729 | ||
Total cash, cash equivalents, restricted cash, and short-term investments | $ 453,485 | $ 366,950 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Total money market funds and time deposits | $ 218,808 | $ 161,001 |
Total assets | 219,901 | 165,088 |
Liabilities: | ||
Total liabilities | 14,431 | 24,736 |
Foreign currency derivative | ||
Assets: | ||
Derivative assets | 1,093 | 2,330 |
Liabilities: | ||
Derivative liabilities | 147 | |
Interest rate derivatives | ||
Assets: | ||
Derivative assets | 0 | 1,757 |
Liabilities: | ||
Derivative liabilities | 14,284 | 24,736 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total money market funds and time deposits | 218,808 | 161,001 |
Total assets | 218,808 | 161,001 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Foreign currency derivative | ||
Assets: | ||
Derivative assets | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Interest rate derivatives | ||
Assets: | ||
Derivative assets | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total money market funds and time deposits | 0 | 0 |
Total assets | 1,093 | 4,087 |
Liabilities: | ||
Total liabilities | 14,431 | 24,736 |
Significant Other Observable Inputs (Level 2) | Foreign currency derivative | ||
Assets: | ||
Derivative assets | 1,093 | 2,330 |
Liabilities: | ||
Derivative liabilities | 147 | |
Significant Other Observable Inputs (Level 2) | Interest rate derivatives | ||
Assets: | ||
Derivative assets | 0 | 1,757 |
Liabilities: | ||
Derivative liabilities | 14,284 | 24,736 |
Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total money market funds and time deposits | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Foreign currency derivative | ||
Assets: | ||
Derivative assets | 0 | |
Liabilities: | ||
Derivative liabilities | 0 | |
Significant Unobservable Inputs (Level 3) | Interest rate derivatives | ||
Assets: | ||
Derivative assets | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Time deposits | ||
Assets: | ||
Total money market funds and time deposits | 38,894 | 26,999 |
Time deposits | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total money market funds and time deposits | 38,894 | 26,999 |
Time deposits | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total money market funds and time deposits | 0 | 0 |
Time deposits | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total money market funds and time deposits | 0 | 0 |
Money market funds | ||
Assets: | ||
Total money market funds and time deposits | 179,914 | 134,002 |
Money market funds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total money market funds and time deposits | 179,914 | 134,002 |
Money market funds | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total money market funds and time deposits | 0 | 0 |
Money market funds | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total money market funds and time deposits | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Acquisition-related Contingent Consideration (Details) - Contingent Consideration Liability $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Ending balance as of December 31, 2020 | $ 11,904 |
Accretion and other adjustments | 101 |
Payment of contingent consideration | (12,005) |
Ending balance as of September 30, 2021 | $ 0 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Goodwill | $ 2,389,185 | $ 2,389,185 | $ 2,419,501 | $ 2,300,000 | ||
Intangible assets | $ 3,100,000 | |||||
Increase (decrease) in goodwill | (30,300) | |||||
Amortization of intangible assets and acquired technology | $ 61,450 | $ 72,586 | $ 184,931 | $ 214,995 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 2,419,501 |
Goodwill from acquisitions | 0 |
Measurement period adjustment | 54 |
Foreign currency translation adjustment | (30,370) |
Goodwill, ending balance | $ 2,389,185 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | $ 3,126,726 | $ 3,136,765 |
Accumulated Amortization | (2,035,345) | (1,850,414) |
Finite-lived intangible assets, net, total | 1,091,381 | 1,286,351 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Cost | 3,126,726 | 3,137,565 |
Accumulated Amortization | 2,035,345 | 1,850,414 |
Net | 1,091,381 | 1,287,151 |
In-process research and development | ||
Indefinite-lived Intangible Assets [Line Items] | ||
In-process research and development | $ 0 | 800 |
Acquired developed and core technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (Years) | 6 years | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | $ 879,341 | 881,032 |
Accumulated Amortization | (805,952) | (750,504) |
Finite-lived intangible assets, net, total | 73,389 | 130,528 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | 805,952 | 750,504 |
Other Intangible Assets | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | 2,247,385 | 2,255,733 |
Accumulated Amortization | (1,229,393) | (1,099,910) |
Finite-lived intangible assets, net, total | 1,017,992 | 1,155,823 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ 1,229,393 | 1,099,910 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (Years) | 15 years | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | $ 2,165,356 | 2,173,223 |
Accumulated Amortization | (1,173,681) | (1,050,709) |
Finite-lived intangible assets, net, total | 991,675 | 1,122,514 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | 1,173,681 | 1,050,709 |
Net | $ 991,675 | 1,122,514 |
Trade names and trademark | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (Years) | 7 years | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | $ 82,029 | 82,510 |
Accumulated Amortization | (55,712) | (49,201) |
Finite-lived intangible assets, net, total | 26,317 | 33,309 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ 55,712 | $ 49,201 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets, Allocation of Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Total amortization of intangible assets | $ 61,450 | $ 72,586 | $ 184,931 | $ 214,995 |
Cost of revenues | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total amortization of intangible assets | 18,353 | 25,123 | 55,448 | 73,189 |
Operating expenses | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total amortization of intangible assets | $ 43,097 | $ 47,463 | $ 129,483 | $ 141,806 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Remaining 2021 | $ 61,102 | |
2022 | 192,199 | |
2023 | 150,562 | |
2024 | 126,025 | |
2025 | 101,770 | |
Thereafter | 459,723 | |
Finite-lived intangible assets, net, total | 1,091,381 | $ 1,286,351 |
Acquired developed and core technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining 2021 | 18,108 | |
2022 | 37,054 | |
2023 | 11,961 | |
2024 | 3,502 | |
2025 | 1,626 | |
Thereafter | 1,138 | |
Finite-lived intangible assets, net, total | 73,389 | 130,528 |
Other Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining 2021 | 42,994 | |
2022 | 155,145 | |
2023 | 138,601 | |
2024 | 122,523 | |
2025 | 100,144 | |
Thereafter | 458,585 | |
Finite-lived intangible assets, net, total | $ 1,017,992 | $ 1,155,823 |
Borrowings - Schedule of Debt (
Borrowings - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total debt | $ 2,785,556 | $ 2,834,641 |
Less: Discount on term loan | (9,854) | (11,207) |
Less: Debt issuance costs | (19,141) | (21,847) |
Total debt, net of discount and debt issuance costs | 2,756,561 | 2,801,587 |
Less: Current portion of long-term debt | (23,457) | (23,775) |
Long-term debt, net | 2,733,104 | 2,777,812 |
Dollar term loan | Medium-term Notes | ||
Debt Instrument [Line Items] | ||
Total debt | 2,238,150 | 2,251,575 |
Euro term loan | Medium-term Notes | ||
Debt Instrument [Line Items] | ||
Total debt | $ 547,406 | $ 583,066 |
Borrowings - Narrative (Details
Borrowings - Narrative (Details) € in Millions | Jul. 14, 2020USD ($) | Feb. 25, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Feb. 25, 2020EUR (€) | Jun. 16, 2016USD ($) |
Debt Instrument [Line Items] | ||||||||||
Unrealized loss (gain) on remeasurement of debt | $ (12,800,000) | $ 34,700,000 | $ (31,320,000) | $ 37,400,000 | ||||||
Loss on debt refinancing | 0 | 1,299,000 | 0 | 37,400,000 | ||||||
Amortization of debt issuance costs | 4,376,000 | 4,774,000 | ||||||||
Payment of debt issuance costs | 0 | $ 32,211,000 | ||||||||
Long-term debt | $ 2,756,561,000 | $ 2,756,561,000 | $ 2,801,587,000 | |||||||
Debt instrument, covenant, maximum net leverage ratio, percent of principal in excess of revolving loan commitments | 30.00% | 30.00% | ||||||||
Debt instrument, covenant, maximum net leverage ratio, aggregate principal amount of letter of credit obligations (more than) | $ 10,000,000 | $ 10,000,000 | ||||||||
Medium-term Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, fair value | 2,787,300,000 | $ 2,787,300,000 | 2,830,500,000 | |||||||
Debt Instrument, springing maturity date, days prior to maturity date of the Second Lien Term Facility | 91 days | |||||||||
Debt instrument, springing maturity date, amount of the Second Lien Term Loan not repaid or extended (more than) | $ 100,000,000 | |||||||||
Medium-term Notes | London Interbank Offered Rate (LIBOR) Swap Rate | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 0.00% | |||||||||
Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument redemption, fee | $ 11,600,000 | |||||||||
Line of Credit | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Extinguishment of debt, amount | $ 45,000,000 | |||||||||
Long-term debt | 0 | $ 0 | 0 | |||||||
Line of Credit | Letter of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt | $ 1,400,000 | $ 1,400,000 | $ 1,400,000 | |||||||
Line of Credit | Minimum | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.375% | |||||||||
Line of Credit | Maximum | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.50% | |||||||||
Line of Credit | London Interbank Offered Rate (LIBOR) Swap Rate | Minimum | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 3.00% | |||||||||
Line of Credit | London Interbank Offered Rate (LIBOR) Swap Rate | Maximum | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 3.25% | |||||||||
Line of Credit | Base Rate | Minimum | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 2.00% | |||||||||
Line of Credit | Base Rate | Maximum | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 2.25% | |||||||||
Senior Secured Notes | Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 650,000,000 | |||||||||
Debt instrument, interest rate, stated percentage | 7.125% | |||||||||
Loss on debt refinancing | 13,300,000 | |||||||||
First Lien Term Facilities | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amortization of debt issuance costs | 11,300,000 | |||||||||
Payment of debt issuance costs | $ 2,100,000 | 10,700,000 | ||||||||
Amortization of debt issuance costs and discounts | 9,000,000 | $ 600,000 | ||||||||
Debt instrument, previously deferred debt issuance costs | 18,400,000 | |||||||||
Debt instrument, original issue discount | 18,400,000 | |||||||||
Debt instrument, covenant, maximum net leverage | 0.0625 | 0.0625 | ||||||||
Debt instrument, debt default, principal, additional interest rate | 2.00% | |||||||||
First Lien Term Facilities | Fed Funds Effective Rate Overnight Index Swap Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 0.005% | |||||||||
First Lien Term Facilities | Medium-term Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, quarterly installment, percentage of original principal amount | 0.25% | 0.25% | ||||||||
Line of credit facility, maximum borrowing capacity | $ 392,000,000 | $ 392,000,000 | ||||||||
Line of credit facility, maximum borrowing capacity, percentage of LTM EBITDA | 100.00% | 100.00% | ||||||||
First Lien Term Facilities | Medium-term Notes | London Interbank Offered Rate (LIBOR) Swap Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 1.00% | |||||||||
First Lien Term Facilities | Medium-term Notes | Base Rate | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 0.00% | |||||||||
First Lien Term Facilities | Line of Credit | Letter of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 30,000,000 | $ 30,000,000 | ||||||||
First Lien Term Facilities | Line of Credit | Bridge Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 15,000,000 | $ 15,000,000 | ||||||||
Dollar Term Loan | Medium-term Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | 1,790,000,000 | |||||||||
Debt instrument, interest rate, stated percentage | 3.335% | 3.335% | 3.397% | |||||||
Debt instrument, original issue discount percentage | 0.50% | 0.50% | 0.50% | |||||||
Debt instrument, subsequent issue discount percentage | 0.125% | 0.125% | 0.125% | |||||||
Dollar Term Loan | Medium-term Notes | London Interbank Offered Rate (LIBOR) Swap Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 3.25% | |||||||||
Dollar Term Loan | Medium-term Notes | Base Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 2.25% | |||||||||
Euro Term Loan | Medium-term Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | € | € 480 | |||||||||
Debt instrument, interest rate, stated percentage | 3.25% | 3.25% | 3.25% | |||||||
Debt instrument, original issue discount percentage | 0.00% | 0.00% | 0.00% | |||||||
Euro Term Loan | Medium-term Notes | London Interbank Offered Rate (LIBOR) Swap Rate | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 3.25% | |||||||||
Euro Term Loan | Medium-term Notes | London Interbank Offered Rate (LIBOR) Swap Rate | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 3.50% | |||||||||
Second Lien Term Facilities | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Payment of debt issuance costs | 6,000,000 | |||||||||
Amortization of debt issuance costs and discounts | 2,100,000 | |||||||||
Second Lien Term Facilities | Medium-term Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | 50,000,000 | $ 425,000,000 | ||||||||
Debt instrument, interest rate, stated percentage | 7.125% | 7.125% | ||||||||
Amortization of debt issuance costs | $ 1,300,000 | |||||||||
Debt instrument, previously deferred debt issuance costs | 5,600,000 | |||||||||
Debt instrument, original issue discount | 2,000,000 | |||||||||
Debt instrument, subsequent issue discount | $ 100,000 | |||||||||
Debt instrument, prepayment premium after February 25, 2021 but on or prior to February 25, 2022, percent | 2.00% | |||||||||
Debt instrument, prepayment premium after February 25, 2022 but on or prior to February 25, 2023, percent | 1.00% | |||||||||
Debt instrument, prepayment premium after February 25, 2023, percent | 0.00% | |||||||||
Line of credit facility, maximum borrowing capacity | $ 490,000,000 | $ 490,000,000 | ||||||||
Line of credit facility, maximum borrowing capacity, percentage of LTM EBITDA | 125.00% | 125.00% |
Borrowings - Contractual Obliga
Borrowings - Contractual Obligation, Fiscal Year Maturity (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Remaining 2021 | $ 5,864 | |
2022 | 23,457 | |
2023 | 23,457 | |
2024 | 23,457 | |
2025 | 498,457 | |
Thereafter | 2,210,864 | |
Total debt | $ 2,785,556 | $ 2,834,641 |
Disaggregation of Revenue and_3
Disaggregation of Revenue and Costs to Obtain a Contract - Disaggregation of Revenue by Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 361,807 | $ 327,243 | $ 1,037,345 | $ 946,571 |
Software revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 196,536 | 161,971 | 537,040 | 445,376 |
Subscription | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 193,690 | 148,278 | 517,955 | 407,794 |
Cloud and subscription support | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 111,630 | 84,762 | 312,165 | 231,272 |
On-Premise subscription license | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 82,060 | 63,516 | 205,790 | 176,522 |
Perpetual license | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 2,846 | 13,693 | 19,085 | 37,582 |
Maintenance and professional services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 165,271 | 165,272 | 500,305 | 501,195 |
Maintenance | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 137,569 | 141,358 | 420,888 | 421,124 |
Professional services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 27,702 | $ 23,914 | $ 79,417 | $ 80,071 |
Disaggregation of Revenue and_4
Disaggregation of Revenue and Costs to Obtain a Contract - Revenue by Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 361,807 | $ 327,243 | $ 1,037,345 | $ 946,571 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 245,899 | 220,179 | 698,972 | 645,218 |
EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 79,050 | 70,723 | 225,781 | 199,394 |
Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 29,357 | 28,899 | 87,980 | 81,556 |
Latin America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 7,501 | 7,442 | 24,612 | 20,403 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 229,013 | 210,038 | 660,396 | 610,177 |
Rest of the World | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 132,794 | $ 117,205 | $ 376,949 | $ 336,394 |
Disaggregation of Revenue and_5
Disaggregation of Revenue and Costs to Obtain a Contract - Capitalized Contract Costs (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Capitalized Contract Costs [Roll Forward] | |
Ending balance as of December 31, 2020 | $ 136,566 |
Additions | 43,350 |
Commissions amortized | (35,082) |
Revaluation | (1,428) |
Ending balance as of September 30, 2021 | $ 143,406 |
Capitalized contract costs, expected expense recognition over next twelve months (as a percent) | 33.00% |
Derivative Financial Instrume_3
Derivative Financial Instruments - Narrative (Details) $ in Millions | 9 Months Ended | ||
Sep. 30, 2021USD ($)derivative_instrument | Dec. 31, 2020USD ($) | Nov. 30, 2020derivative_instrument | |
Derivative [Line Items] | |||
Foreign currency cash flow hedge gain (loss) to be reclassified during next 12 months | $ 0.6 | ||
Foreign currency forward contracts | |||
Derivative [Line Items] | |||
Derivative, notional amount | 78.7 | $ 57.9 | |
Interest Rate Swaps | |||
Derivative [Line Items] | |||
Derivative, notional amount | $ 1,320 | ||
Derivative, number of instruments held | derivative_instrument | 3 | ||
Derivative, number of instruments de-designated | derivative_instrument | 1 | ||
Unrealized gain (loss) on derivatives | $ (8.7) | ||
Interest Rate Swaps | Minimum | |||
Derivative [Line Items] | |||
Derivative, fixed interest rate | 0.695% | ||
Interest Rate Swaps | Maximum | |||
Derivative [Line Items] | |||
Derivative, fixed interest rate | 2.439% | ||
Hybrid Instrument | |||
Derivative [Line Items] | |||
Derivative liabilities | $ 8.1 | 12.7 | |
Foreign currency derivative | Long | |||
Derivative [Line Items] | |||
Derivative, notional amount | $ 9.4 | $ 7.9 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Derivative Instruments in Statement of Financial Position, Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Prepaid Expenses and Other Current Assets | ||
Derivative [Line Items] | ||
Derivative assets | $ 1,093 | $ 4,087 |
Accrued Liabilities and Other Liabilities | ||
Derivative [Line Items] | ||
Derivative liabilities | 14,431 | 24,736 |
Designated as Hedging Instrument | Foreign currency forward contracts | Prepaid Expenses and Other Current Assets | ||
Derivative [Line Items] | ||
Derivative assets | 909 | 2,177 |
Designated as Hedging Instrument | Foreign currency forward contracts | Accrued Liabilities and Other Liabilities | ||
Derivative [Line Items] | ||
Derivative liabilities | 147 | 0 |
Designated as Hedging Instrument | Interest Rate Swaps | Prepaid Expenses and Other Current Assets | ||
Derivative [Line Items] | ||
Derivative assets | 0 | 0 |
Designated as Hedging Instrument | Interest Rate Swaps | Accrued Liabilities and Other Liabilities | ||
Derivative [Line Items] | ||
Derivative liabilities | 7,590 | 17,566 |
Not Designated as Hedging Instrument | Foreign currency forward contracts | Prepaid Expenses and Other Current Assets | ||
Derivative [Line Items] | ||
Derivative assets | 184 | 153 |
Not Designated as Hedging Instrument | Foreign currency forward contracts | Accrued Liabilities and Other Liabilities | ||
Derivative [Line Items] | ||
Derivative liabilities | 0 | 0 |
Not Designated as Hedging Instrument | Interest Rate Swaps | Prepaid Expenses and Other Current Assets | ||
Derivative [Line Items] | ||
Derivative assets | 0 | 1,757 |
Not Designated as Hedging Instrument | Interest Rate Swaps | Accrued Liabilities and Other Liabilities | ||
Derivative [Line Items] | ||
Derivative liabilities | $ 6,694 | $ 7,170 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Cost of revenues | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain on derivative instruments, pretax | $ 131 | $ 544 | ||
Loss on derivative instruments, pretax | $ (45) | $ (157) | ||
Operating expenses | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain on derivative instruments, pretax | 557 | 2,317 | ||
Loss on derivative instruments, pretax | (176) | (578) | ||
Foreign currency forward contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Other comprehensive income (loss), cash flow hedge, gain (loss), before reclassification and tax | 1,148 | 2,039 | 1,445 | 19 |
Interest Rate Swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Other comprehensive income (loss), cash flow hedge, gain (loss), before reclassification and tax | (746) | (289) | (868) | (31,427) |
Designated as Hedging Instrument | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Other comprehensive income (loss), cash flow hedge, gain (loss), before reclassification and tax | 402 | 1,750 | 577 | (31,408) |
Designated as Hedging Instrument | Foreign currency forward contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Other comprehensive income (loss), cash flow hedge, gain (loss), reclassification, before tax | 688 | (221) | 2,861 | (735) |
Designated as Hedging Instrument | Interest Rate Swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Other comprehensive income (loss), cash flow hedge, gain (loss), reclassification, before tax | $ (5,913) | $ (6,735) | $ (16,981) | $ (14,788) |
Derivative Financial Instrume_6
Derivative Financial Instruments - Derivative Instruments, Gain (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Not Designated as Hedging Instrument | Other Income (Expense), Net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) recognized in other income (expense), net | $ (26) | $ 102 | $ (209) | $ (291) |
Stockholders Equity, Equity I_3
Stockholders Equity, Equity Incentive Plan and Deferred Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | Sep. 30, 2021USD ($)$ / sharesshares | Mar. 13, 2020shares | Jan. 06, 2020USD ($)shares | Jul. 31, 2019$ / shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Oct. 31, 2021$ / sharesshares | Sep. 30, 2021CAD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Jul. 17, 2020$ / shares | ||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period, shares, new issues (in shares) | 288,867,682 | ||||||||||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | 0 | 0 | ||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | 0 | 0 | ||||||||||||
Share-based payment arrangement, expense | $ | $ 4,033,000 | $ 2,879,000 | $ 15,500,000 | $ 9,918,000 | $ 9,527,000 | ||||||||||||
Expected dividend rate | 0.00% | ||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, vested, number of shares (in shares) | 1,500,000 | ||||||||||||||||
Share-based payment arrangement, cash used to settle award | $ | $ 23,100,000 | ||||||||||||||||
Reduction in additional paid-in-capital | $ | $ (2,156,010,000) | [1] | $ (2,156,010,000) | [1] | $ 7,500,000 | (2,156,010,000) | [1] | $ (2,145,254,000) | [1] | ||||||||
Partners' capital, distribution amount per share (in dollars per share) | $ / shares | $ 1.30 | ||||||||||||||||
Stock option, exercise price, decrease (in dollars per share) | $ / shares | $ 1.30 | ||||||||||||||||
Deferred compensation arrangement with individual, compensation expense | $ | $ 400,000 | $ 2,200,000 | |||||||||||||||
2015 Stock Plan | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 34,065,509 | ||||||||||||||||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | ||||||||||||||||
Performance Based Share Options, Compound Annual Growth Rate | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Share-based payment arrangement, expense | $ | 12,800,000 | ||||||||||||||||
MOIC Options | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Share-based payment arrangement, expense | $ | 0 | ||||||||||||||||
Service And Performance Based Share Options | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Share-based payment arrangement, expense | $ | 0 | ||||||||||||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | 11,100,000 | 11,100,000 | $ 11,100,000 | ||||||||||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 3 years 11 months 4 days | ||||||||||||||||
Service based | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | 46,800,000 | 46,800,000 | $ 46,800,000 | ||||||||||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 2 years 8 months 1 day | ||||||||||||||||
Performance- based | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | $ 42,900,000 | $ 42,900,000 | $ 42,900,000 | ||||||||||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 1 year 11 months 1 day | ||||||||||||||||
Class A Common Stock | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period, shares, new issues (in shares) | 200,768,636 | ||||||||||||||||
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | ||||||||||||
Common stock, shares, issued (in shares) | 200,768,636 | 200,768,636 | 200,768,636 | 200,768,636 | 200,416,654 | ||||||||||||
Common stock, par value per share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||
Class A Common Stock | Subsequent Event | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock, shares, issued (in shares) | 2,000,000,000 | ||||||||||||||||
Common stock, par value per share (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||||||
Class B-1 Common Stock | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period, shares, new issues (in shares) | 44,049,523 | ||||||||||||||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||
Common stock, shares, issued (in shares) | 44,049,523 | 44,049,523 | 44,049,523 | 44,049,523 | 44,049,523 | ||||||||||||
Common stock, par value per share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||
Class B-1 Common Stock | Subsequent Event | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock, shares, issued (in shares) | 200,000,000 | ||||||||||||||||
Common stock, par value per share (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||||||
Class B-2 Common Stock | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Stock issued during period, shares, new issues (in shares) | 44,049,523 | ||||||||||||||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||
Common stock, shares, issued (in shares) | 44,049,523 | 44,049,523 | 44,049,523 | 44,049,523 | 44,049,523 | ||||||||||||
Common stock, par value per share (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||
Common stock, nominal annual dividend | $ | $ 15 | ||||||||||||||||
Class B-2 Common Stock | Subsequent Event | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock, shares, issued (in shares) | 200,000,000 | ||||||||||||||||
Common stock, par value per share (in dollars per share) | $ / shares | $ 0.00001 | ||||||||||||||||
Preferred Stock | Subsequent Event | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares issued (in shares) | 200,000,000 | ||||||||||||||||
Preferred stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||||||
[1] | Amounts for periods prior to the completion of the restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in the final prospectus dated October 26, 2021 and filed with the SEC pursuant to Rule 424(b)(4) on October 27, 2021 ("Final Prospectus"). |
Stockholders Equity, Equity I_4
Stockholders Equity, Equity Incentive Plan and Deferred Compensation - Summary of Assumptions (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected dividend rate | 0.00% | |||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 3 years 10 months 24 days | 3 years | 3 years 4 months 24 days | 3 years |
Expected volatility | 38.20% | 37.20% | 39.40% | 36.20% |
Risk-free interest rate | 0.60% | 0.20% | 0.40% | 0.30% |
Expected dividend rate | 0.00% | 0.00% | 0.00% | 0.00% |
Stockholders Equity, Equity I_5
Stockholders Equity, Equity Incentive Plan and Deferred Compensation - Options Award Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 5,668 | ||
Share-based compensation arrangement by share-based payment award, options, grants in period, weighted average grant date fair value | $ 6.84 | ||
Number of Options | |||
Beginning balance (in shares) | 23,710 | ||
Granted (in shares) | 5,668 | ||
Exercised (in shares) | (1,135) | ||
Forfeitures and expirations (in shares) | (1,881) | ||
Ending balance (in shares) | 26,362 | ||
Weighted- Average Exercise Price | |||
Weighted average exercise price, beginning balance (in shares) | $ 14.85 | ||
Weighted average exercise price, granted (in shares) | 22.20 | ||
Weighted average exercise price, exercised (in shares) | 11.41 | ||
Weighted average exercise price, forfeitures and expirations (in shares) | 15.43 | ||
Weighted average exercise price, ending balance (in shares) | 16.54 | ||
Weighted- Average Grant Date Fair Value | $ 6.84 | ||
Weighted- Average Remaining Contractual Term (in years) | 7 years 8 months 1 day | 7 years 10 months 2 days | |
Aggregate Intrinsic Value (in thousands) | $ 233,663 | $ 83,364 | |
Service based | |||
Class of Stock [Line Items] | |||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 3,749 | ||
Number of Options | |||
Beginning balance (in shares) | 16,463 | ||
Granted (in shares) | 3,749 | ||
Exercised (in shares) | (896) | ||
Forfeitures and expirations (in shares) | (1,145) | ||
Ending balance (in shares) | 18,171 | ||
Performance- based | |||
Class of Stock [Line Items] | |||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 1,919 | ||
Number of Options | |||
Beginning balance (in shares) | 7,247 | ||
Granted (in shares) | 1,919 | ||
Exercised (in shares) | (239) | ||
Forfeitures and expirations (in shares) | (736) | ||
Ending balance (in shares) | 8,191 |
Stockholders Equity, Equity I_6
Stockholders Equity, Equity Incentive Plan and Deferred Compensation - Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Class of Stock [Line Items] | |||||
Share-based payment arrangement, expense | $ 4,033 | $ 2,879 | $ 15,500 | $ 9,918 | $ 9,527 |
Cost of revenues | |||||
Class of Stock [Line Items] | |||||
Share-based payment arrangement, expense | 302 | 271 | 782 | 674 | |
Research and development | |||||
Class of Stock [Line Items] | |||||
Share-based payment arrangement, expense | 1,344 | 897 | 3,148 | 1,791 | |
Sales and marketing | |||||
Class of Stock [Line Items] | |||||
Share-based payment arrangement, expense | 1,453 | 930 | 3,323 | 2,223 | |
General and administrative | |||||
Class of Stock [Line Items] | |||||
Share-based payment arrangement, expense | $ 934 | $ 781 | $ 2,665 | $ 4,839 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Valuation Allowance [Line Items] | ||||
Income tax (benefit) expense | $ 3,783 | $ (9,899) | $ 15,683 | $ (31,572) |
Gross unrecognized tax benefit | 43,000 | 43,000 | ||
Unrecognized tax benefits that would impact the income tax provision | 24,100 | 24,100 | ||
Accrued interest and penalties | $ 3,800 | 3,800 | ||
Internal Revenue Service (IRS) | ||||
Valuation Allowance [Line Items] | ||||
Unrecognized tax benefits, decrease resulting from settlements with taxing authorities | 26,600 | |||
Disallowed Interest Business Expense | ||||
Valuation Allowance [Line Items] | ||||
Income tax (benefit) expense | $ 22,200 |
Net Income (Loss) Per Share - N
Net Income (Loss) Per Share - Narrative (Details) shares in Millions | Sep. 30, 2021shares |
MOIC Options | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Options excluded from earnings per share (in shares) | 5.6 |
IPO Options | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Options excluded from earnings per share (in shares) | 1.4 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Earnings Per Share [Abstract] | |||||
Net income (loss) | $ 2,727 | $ (32,309) | $ (33,597) | $ (135,127) | |
Weighted-average shares used in computing net income (loss) per share: | |||||
Basic (in shares) | [1] | 244,689 | 244,285 | 244,670 | 244,305 |
Effect of dilutive securities (in shares) | 4,622 | 0 | 0 | 0 | |
Diluted (in shares) | [1] | 249,311 | 244,285 | 244,670 | 244,305 |
Net income (loss) per share attributable to Class A and Class B-1 common stockholders: | |||||
Basic (in dollars per share) | $ 0.01 | $ (0.13) | $ (0.14) | $ (0.55) | |
Diluted (in dollars per share) | $ 0.01 | $ (0.13) | $ (0.14) | $ (0.55) | |
[1] | Amounts for periods prior to the completion of the restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in the Final Prospectus. |
Net Income (Loss) Per Share -_2
Net Income (Loss) Per Share - Schedule of Dilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options outstanding (in shares) | 119 | 2,015 | 4,042 | 2,164 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Minimum | |
Product Warranty Liability [Line Items] | |
Product warranty, term | 3 months |
Maximum | |
Product Warranty Liability [Line Items] | |
Product warranty, term | 6 months |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 10, 2021 | Oct. 29, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 14, 2020 | Feb. 25, 2020 |
Subsequent Event [Line Items] | ||||||
Repayments of long-term debt | $ 17,766 | $ 820,073 | ||||
London Interbank Offered Rate (LIBOR) Swap Rate | Medium-term Notes | Minimum | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 0.00% | |||||
London Interbank Offered Rate (LIBOR) Swap Rate | Revolving Credit Facility | Line of Credit | Minimum | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 3.00% | |||||
London Interbank Offered Rate (LIBOR) Swap Rate | Revolving Credit Facility | Line of Credit | Maximum | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 3.25% | |||||
Base Rate | Revolving Credit Facility | Line of Credit | Minimum | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 2.00% | |||||
Base Rate | Revolving Credit Facility | Line of Credit | Maximum | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 2.25% | |||||
Second Lien Term Facilities | Medium-term Notes | ||||||
Subsequent Event [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 490,000 | |||||
Debt instrument, face amount | $ 50,000 | $ 425,000 | ||||
Dollar term loan | Medium-term Notes | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, face amount | $ 1,790,000 | |||||
Dollar term loan | London Interbank Offered Rate (LIBOR) Swap Rate | Medium-term Notes | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 3.25% | |||||
Dollar term loan | Base Rate | Medium-term Notes | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 2.25% | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Repayments of long-term debt | $ 2,800,000 | |||||
Repayments of long-term debt from borrowings | 1,900,000 | |||||
Repayments of long-term debt from cash and cash equivalents on hand | 30,200 | |||||
Subsequent Event | IPO | ||||||
Subsequent Event [Line Items] | ||||||
Sale of stock, gross proceeds on transaction | 967,200 | |||||
Sale of stock, consideration received on transaction | $ 915,700 | 915,700 | ||||
Payments of underwriting discounts and commissions | 51,500 | |||||
Payments of stock issuance costs | 8,000 | |||||
Subsequent Event | Revolving Credit Facility | Line of Credit | ||||||
Subsequent Event [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 250,000 | |||||
Debt instrument, face amount | $ 250,000 | |||||
Subsequent Event | London Interbank Offered Rate (LIBOR) Swap Rate | Line of Credit | Minimum | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 2.00% | |||||
Subsequent Event | London Interbank Offered Rate (LIBOR) Swap Rate | Line of Credit | Maximum | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 2.50% | |||||
Subsequent Event | London Interbank Offered Rate (LIBOR) Swap Rate | Medium-term Notes | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 2.75% | |||||
Subsequent Event | Base Rate | Line of Credit | Minimum | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.00% | |||||
Subsequent Event | Base Rate | Line of Credit | Maximum | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.50% | |||||
Subsequent Event | Second Lien Term Facilities | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, prepayment premium, percent | 2.00% | |||||
Subsequent Event | Dollar term loan | Medium-term Notes | ||||||
Subsequent Event [Line Items] | ||||||
Debt instrument, face amount | $ 1,875,000 | |||||
Subsequent Event | Class A Common Stock | IPO | ||||||
Subsequent Event [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | 29,000,000 | |||||
Sale of stock, price per share (in dollars per share) | $ 29 | |||||
Subsequent Event | Class A Common Stock | Over-Allotment Option | ||||||
Subsequent Event [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | 4,350,000 |