Cover
Cover - USD ($) $ in Billions | 12 Months Ended | |
Dec. 31, 2021 | Mar. 18, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-K | |
Document Annual Report | true | |
Document Period End Date | Dec. 31, 2021 | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Entity File Number | 001-40936 | |
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 Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
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 Public Float | $ 1.3 | |
Documents Incorporated by Reference | Information required in response to Part III of Form 10-K (Items 10, 11, 12, 13 and 14) is hereby incorporated by reference from portions of the Registrant’s Definitive Proxy Statement for the Annual Meeting of Stockholders to be held in 2022. The Definitive Proxy Statement will be filed by the Registrant with the Securities and Exchange Commission no later than 120 days after the end of the Registrant’s fiscal year ended December 31, 2021. | |
Entity Central Index Key | 0001868778 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 235,746,240 | |
Class B-1 Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 44,049,523 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | San Jose, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets: | |||
Cash and cash equivalents | $ 456,378 | $ 344,004 | |
Short-term investments | 40,045 | 18,729 | |
Accounts receivable, net of allowances of $4,644 and $4,557, respectively | 432,266 | 408,867 | |
Contract assets, net | 109,269 | 101,496 | |
Prepaid expenses and other current assets | 133,832 | 92,025 | |
Total current assets | 1,171,790 | 965,121 | |
Restricted cash | 1,718 | 4,217 | |
Property and equipment, net | 177,409 | 193,038 | |
Operating lease right-of-use-assets | 74,789 | 71,490 | |
Goodwill | 2,380,752 | 2,419,501 | |
Intangible assets, net | 1,027,455 | 1,287,151 | |
Deferred tax assets | 13,196 | 8,412 | |
Other assets | 139,154 | 124,476 | |
Total assets | 4,986,263 | 5,073,406 | |
Current liabilities: | |||
Accounts payable | 41,755 | 32,960 | |
Accrued liabilities | 74,763 | 86,052 | |
Accrued compensation and related expenses | 171,978 | 145,087 | |
Current operating lease liabilities | 18,505 | 18,453 | |
Current portion of long-term debt | 14,063 | 23,775 | |
Income taxes payable | 7,211 | 4,369 | |
Contract liabilities | 613,336 | 549,888 | |
Total current liabilities | 941,611 | 860,584 | |
Long-term operating lease liabilities | 62,519 | 61,143 | |
Long-term contract liabilities | 28,651 | 20,706 | |
Long-term debt, net | 1,837,408 | 2,777,812 | |
Deferred tax liabilities | 104,788 | 117,995 | |
Long-term income taxes payable | 23,833 | 40,600 | |
Other liabilities | 3,777 | 27,979 | |
Total liabilities | 3,002,587 | 3,906,819 | |
Commitments and contingencies (Note 20) | |||
Stockholders’ equity: | |||
Additional paid-in-capital | [1] | 3,093,232 | 2,145,254 |
Accumulated other comprehensive income | 17,151 | 43,295 | |
Accumulated deficit | (1,129,490) | (1,024,406) | |
Total stockholders’ equity | 1,983,676 | 1,166,587 | |
Total liabilities and stockholders’ equity | 4,986,263 | 5,073,406 | |
Class A Common Stock | |||
Stockholders’ equity: | |||
Common stock | 2,343 | 2,004 | |
Class B-1 Common Stock | |||
Stockholders’ equity: | |||
Common stock | 440 | 440 | |
Class B-2 Common Stock | |||
Stockholders’ equity: | |||
Common stock | 0 | 0 | |
Customer relationships | |||
Current assets: | |||
Intangible assets, net | 948,556 | 1,122,514 | |
Trademarks and Trade Names and Developed Technology Rights | |||
Current assets: | |||
Intangible assets, net | $ 78,899 | $ 164,637 | |
[1] | Amounts for periods prior to the completion of our restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in Note 1 Organization and Description of Business in the Notes to our Consolidated Financial Statements. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Oct. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||||
Accounts receivable, allowance | $ 4,644 | $ 4,557 | ||
Class A Common Stock | ||||
Stockholders’ equity: | ||||
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |
Common stock, shares authorized (in shares) | 2,000,000,000 | 300,000,000 | 300,000,000 | |
Common stock, shares, issued (in shares) | 234,189,069 | 2,000,000,000 | 200,416,654 | |
Common stock, shares, outstanding (in shares) | 234,189,069 | 200,416,654 | ||
Class B-1 Common Stock | ||||
Stockholders’ equity: | ||||
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |
Common stock, shares authorized (in shares) | 200,000,000 | 100,000,000 | 100,000,000 | |
Common stock, shares, issued (in shares) | 44,049,523 | 200,000,000 | 44,049,523 | |
Common stock, shares, outstanding (in shares) | 44,049,523 | 44,049,523 | ||
Class B-2 Common Stock | ||||
Stockholders’ equity: | ||||
Common stock, par value per share (in dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | |
Common stock, shares authorized (in shares) | 200,000,000 | 100,000,000 | 100,000,000 | |
Common stock, shares, issued (in shares) | 44,049,523 | 200,000,000 | 44,049,523 | |
Common stock, shares, outstanding (in shares) | 44,049,523 | 44,049,523 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Revenues: | ||||
Total revenues | $ 1,444,055 | $ 1,323,096 | $ 1,306,530 | |
Amortization of acquired technology | 73,461 | 98,458 | 115,544 | |
Total cost of revenues | 331,999 | 317,985 | 338,927 | |
Gross profit | 1,112,056 | 1,005,111 | 967,603 | |
Operating expenses: | ||||
Research and development | 260,660 | 230,151 | 234,879 | |
Sales and marketing | 496,816 | 451,839 | 486,298 | |
General and administrative | 122,112 | 93,548 | 101,638 | |
Amortization of intangible assets | 172,434 | 189,309 | 208,082 | |
Restructuring, acquisition, and other charges | 128 | 19,477 | 749 | |
Total operating expenses | 1,052,150 | 984,324 | 1,031,646 | |
Income (loss) from operations | 59,906 | 20,787 | (64,043) | |
Interest income | 1,213 | 2,254 | 4,062 | |
Interest expense | (132,439) | (149,445) | (161,877) | |
Loss on debt refinancing | (30,882) | (37,400) | (1,085) | |
Other income (expense), net | 26,312 | (26,404) | 16,722 | |
Loss before income taxes | (75,890) | (190,208) | (206,221) | |
Income tax (benefit) expense | 24,039 | (22,321) | (22,996) | |
Net loss | $ (99,929) | $ (167,887) | $ (183,225) | |
Earnings Per Share [Abstract] | ||||
Basic (in dollars per share) | [1] | $ (0.40) | $ (0.69) | $ (0.71) |
Diluted (in dollars per share) | [1] | $ (0.40) | $ (0.69) | $ (0.71) |
Weighted-average shares used in computing net income (loss) per share: | ||||
Basic (in shares) | [1] | 250,417,855 | 244,331,341 | 257,842,350 |
Diluted (in shares) | [1] | 250,417,855 | 244,331,341 | 257,842,350 |
Software revenue | ||||
Revenues: | ||||
Total revenues | $ 776,941 | $ 656,960 | $ 615,099 | |
Cost of revenues: | 85,718 | 58,330 | 50,217 | |
Subscriptions | ||||
Revenues: | ||||
Total revenues | 747,672 | 593,834 | 471,707 | |
Cost of revenues: | 81,266 | 54,454 | 46,867 | |
Perpetual license | ||||
Revenues: | ||||
Total revenues | 29,269 | 63,126 | 143,392 | |
Cost of revenues: | 4,452 | 3,876 | 3,350 | |
Maintenance and professional services | ||||
Revenues: | ||||
Total revenues | 667,114 | 666,136 | 691,431 | |
Cost of revenues: | $ 172,820 | $ 161,197 | $ 173,166 | |
[1] | Amounts for periods prior to the completion of our restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in Note 1 Organization and Description of Business in the Notes to our Consolidated Financial Statements. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (99,929) | $ (167,887) | $ (183,225) |
Other comprehensive income (loss), net of taxes: | |||
Change in foreign currency translation adjustment, net of tax (expense) of $(165), $(415) and $(116), respectively | (43,479) | 45,487 | (16,493) |
Cash flow hedges: | |||
Change in unrealized gain (loss), net of tax benefit (expense) of $(1,162), $7,643 and $3,489, respectively | 3,776 | (23,541) | (10,712) |
Less: reclassification adjustment for amounts previously included in net loss, net of tax benefit of $4,457, $5,211 and $876, respectively | 13,559 | 16,040 | 2,693 |
Cash flow hedge, net change | 17,335 | (7,501) | (8,019) |
Total other comprehensive income (loss), net of tax effect | (26,144) | 37,986 | (24,512) |
Total comprehensive loss, net of tax effect | $ (126,073) | $ (129,901) | $ (207,737) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Change in foreign currency translation adjustment, tax | $ (165) | $ (415) | $ (116) |
Change in unrealized gain (loss), tax | (1,162) | 7,643 | 3,489 |
Reclassification adjustments for amounts previously included in net loss, tax | $ 4,457 | $ 5,211 | $ 876 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Class A Common Stock | Class B-1 Common Stock | Class B-2 Common Stock | Cumulative effect of accounting change | Common Stock | Common StockClass A Common Stock | Common StockClass B-1 Common Stock | Common StockClass B-2 Common Stock | Additional Paid-in Capital | [1] | Total | Accumulated Deficit | Accumulated DeficitCumulative effect of accounting change | |||||
Beginning Balance (in shares) at Dec. 31, 2018 | [1] | 223,783,000 | 44,050,000 | 44,050,000 | |||||||||||||||
Beginning Balance at Dec. 31, 2018 | $ 1,807,496 | $ 2,237 | [1] | $ 440 | [1] | $ 0 | [1] | $ 2,446,208 | $ 29,821 | $ (671,210) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Stock-based compensation | 15,409 | 15,409 | |||||||||||||||||
Repurchase of shares (in shares) | [1] | (24,400,000) | |||||||||||||||||
Repurchase of shares | (317,275) | $ (244) | [1] | (316,785) | (246) | ||||||||||||||
Modification and settlement of certain vested stock options | [1] | (10,580) | |||||||||||||||||
Issuance of shares upon exercise of vested options (in shares) | [1] | 729,000 | |||||||||||||||||
Issuance of shares upon exercise of vested options | 7,620 | $ 7 | [1] | 7,613 | |||||||||||||||
Net loss | (183,225) | (183,225) | |||||||||||||||||
Other comprehensive Loss | (24,512) | (24,512) | |||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2019 | [1] | 200,112,000 | 44,050,000 | 44,050,000 | |||||||||||||||
Ending Balance at Dec. 31, 2019 | 1,294,933 | $ (741) | $ 2,000 | [1] | $ 440 | [1] | $ 0 | [1] | 2,141,865 | 5,309 | (854,681) | $ (741) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Stock-based compensation | 12,044 | 12,044 | |||||||||||||||||
Repurchase of shares (in shares) | [1] | (218,000) | |||||||||||||||||
Repurchase of shares | (3,286) | $ (2) | [1] | (2,187) | (1,097) | ||||||||||||||
Settlement of certain vested stock options | (7,506) | (7,506) | |||||||||||||||||
Payment for taxes related to net share settlement of equity awards | $ (2,356) | (2,356) | |||||||||||||||||
Issuance of shares upon exercise of vested options (in shares) | 1,471,000 | 523,000 | [1] | ||||||||||||||||
Issuance of shares upon exercise of vested options | $ 3,400 | $ 6 | [1] | 3,394 | |||||||||||||||
Net loss | (167,887) | (167,887) | |||||||||||||||||
Other comprehensive Loss | 37,986 | 37,986 | |||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2020 | 200,416,654 | 44,049,523 | 44,049,523 | 200,417,000 | [1] | 44,050,000 | [1] | 44,050,000 | [1] | ||||||||||
Ending Balance at Dec. 31, 2020 | 1,166,587 | $ 2,004 | [1] | $ 440 | [1] | $ 0 | [1] | 2,145,254 | 43,295 | (1,024,406) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Stock-based compensation | 44,113 | 44,113 | |||||||||||||||||
Issuance of common stock upon initial public offering, net of underwriting discounts and offering costs (in shares) | [1] | 33,350,000 | |||||||||||||||||
Issuance of common stock upon initial public offering, net of underwriting discounts and offering costs | 903,766 | $ 334 | [1] | 903,432 | |||||||||||||||
Repurchase of shares (in shares) | [1] | (420,000) | |||||||||||||||||
Repurchase of shares | (9,318) | $ (4) | [1] | (4,159) | (5,155) | ||||||||||||||
Payment for taxes related to net share settlement of equity awards | $ (2,825) | (2,825) | |||||||||||||||||
Issuance of shares upon exercise of vested options (in shares) | 1,276,000 | 842,000 | [1] | ||||||||||||||||
Issuance of shares upon exercise of vested options | $ 7,426 | $ 9 | [1] | 7,417 | |||||||||||||||
Net loss | (99,929) | (99,929) | |||||||||||||||||
Other comprehensive Loss | (26,144) | (26,144) | |||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2021 | 234,189,069 | 44,049,523 | 44,049,523 | 234,189,000 | [1] | 44,050,000 | [1] | 44,050,000 | [1] | ||||||||||
Ending Balance at Dec. 31, 2021 | $ 1,983,676 | $ 2,343 | [1] | $ 440 | [1] | $ 0 | [1] | $ 3,093,232 | $ 17,151 | $ (1,129,490) | |||||||||
[1] | Amounts for periods prior to the completion of our restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in Note 1 Organization and Description of Business in the Notes to our Consolidated Financial Statements. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities: | |||
Net loss | $ (99,929) | $ (167,887) | $ (183,225) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 24,942 | 27,492 | 22,772 |
Non-cash operating lease costs | 15,329 | 19,155 | 13,339 |
Stock-based compensation | 45,017 | 12,044 | 15,409 |
Deferred income taxes | (18,929) | (77,860) | (69,757) |
Amortization of intangible assets and acquired technology | 245,895 | 287,767 | 323,626 |
Gain on sale of investment in equity interest | (110) | (147) | (1,470) |
Amortization of debt issuance costs | 5,490 | 6,221 | 10,362 |
Loss on debt refinancing | 30,882 | 37,400 | 1,085 |
Unrealized loss (gain) on remeasurement of debt | (29,711) | 50,552 | (9,123) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (26,350) | (8,487) | (50,221) |
Prepaid expenses and other assets | (64,177) | (42,550) | (97,952) |
Accounts payable and accrued liabilities | 36,799 | (11,204) | (4,174) |
Income taxes payable | (19,766) | 22,733 | (1,682) |
Contract liabilities | 83,301 | 12,525 | 34,149 |
Net cash provided by operating activities | 228,683 | 167,754 | 3,138 |
Investing activities: | |||
Purchases of property and equipment | (10,817) | (13,835) | (29,688) |
Purchases of investments | (90,357) | (36,739) | (13,776) |
Maturities of investments | 68,651 | 19,605 | 18,966 |
Purchase of equity method investment | 0 | (250) | (689) |
Sale of investment in equity interest | 110 | 147 | 3,122 |
Business acquisitions, net of cash acquired | 0 | (21,439) | (31,287) |
Net cash used in investing activities | (32,413) | (52,511) | (53,352) |
Financing activities: | |||
Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and offering costs | 905,852 | 0 | 0 |
Payments for share repurchases | (9,318) | (3,286) | (317,275) |
Payment of debt | (1,373,592) | (825,981) | (20,186) |
Payment of debt issuance costs | (25,545) | (32,211) | (1,353) |
Proceeds from issuance of debt | 441,318 | 949,965 | 124,375 |
Payment for settlement of vested stock options | 0 | (7,506) | (11,343) |
Payments for taxes related to net share settlement of equity awards | (2,825) | (2,356) | 0 |
Payment of contingent consideration | (10,705) | (6,180) | (135) |
Net activity from derivatives with an other-than-insignificant financing element | (18,978) | (5,555) | 0 |
Proceeds from issuance of shares upon exercise of vested options | 7,426 | 3,400 | 7,620 |
Net cash (used in)/ provided by financing activities | (86,367) | 70,290 | (218,297) |
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash | (28) | (13,703) | (361) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 109,875 | 171,830 | (268,872) |
Cash, cash equivalents, and restricted cash at beginning of period | 348,221 | 176,391 | 445,263 |
Cash, cash equivalents, and restricted cash at end of period | 458,096 | 348,221 | 176,391 |
Supplemental disclosures: | |||
Cash paid for interest | 103,243 | 143,833 | 146,601 |
Cash paid for income taxes, net of refunds | 65,260 | 32,635 | 51,884 |
Non-cash investing and financing activities: | |||
Purchases of property and equipment recorded in accounts payable and accrued liabilities | 693 | 793 | 1,675 |
Deferred offering costs payable or accrued but not paid | $ 2,086 | $ 0 | $ 0 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 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. (“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 consolidated financial statements include certain historical 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. 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 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 $11.9 million in relation to the IPO. 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 | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements include those of the Company and its subsidiaries, after elimination of all intercompany accounts and transactions. The Company has prepared the accompanying consolidated financial statements 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”). Segment Reporting The Company manages, monitors and reports its operating results and financial position as a single operating 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. Long-lived assets, comprising property and equipment, net and operating lease right-of-use assets, by geographic area were as follows (in thousands): December 31, 2021 December 31, 2020 United States $ 167,458 $ 178,845 India 33,833 24,333 Ireland 29,146 34,371 Other 21,761 26,979 Total $ 252,198 $ 264,528 Use of Estimates The Company’s consolidated financial statements are prepared in accordance with U.S. GAAP, which require management to make certain estimates, judgments, and assumptions. For example, management makes estimates, judgments, and assumptions in determining the fair value of acquired tangible and intangible assets and liabilities assumed during acquisitions, the recoverability of intangible assets and their useful lives, standalone selling price (“SSP”) used in revenue recognition, the fair value of common stock used in calculating stock-based compensation, the number of performance-based stock options that the Company expects to vest, the realizability of deferred tax assets and, uncertain tax positions, the collectability of accounts receivable, and the valuation of contingent consideration related to acquisitions. Management believes the estimates, judgments, and assumptions upon which it relies are reasonable based on information available at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Any material differences between these estimates and actual results will impact the Company’s consolidated financial statements. In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. As of December 31, 2021, the impact of the COVID-19 pandemic continues to unfold. While the duration of the pandemic, the resulting stay-at-home orders, and potential impacts on consumer behavior have impacted our workforce and operations, the Company has not had to make any significant changes to its estimates and assumptions underlying its consolidated financial statements during 2021 and 2020. However, as events continue to evolve and additional information becomes available, the Company’s estimates and assumptions may change materially in the future. 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-premises subscription licenses, representing a term license to on-premises software, 3) subscription support, representing support for on-premises 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 ASC 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 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 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-Premises 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-premises 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-premises 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 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-premises subscription license support revenues are generated through the sale of license support contracts sold together with the on-premises 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. 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. Nearly all of our customers elect to renew their maintenance contracts annually. 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 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-premises subscription licenses, and on-premises perpetual licenses, the Company is unable to establish SSP based on observable prices given the products 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-premises subscription licenses, and on-premises 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-premises subscription licenses, and on-premises perpetual licenses. Returns and Material Rights The Company’s agreements do not permit returns, and historically the Company has not had any significant returns or refunds; therefore, the Company has not established a sales return reserve. Some contracts offer price discounts on future purchases. The Company evaluates these options to determine whether they provide a material right to the customer, representing a separate performance obligation. In circumstances involving a material right, revenue is allocated to these rights and deferred; subsequently the revenue is recognized when those future goods or services are transferred, or when the option expires. Generally, such discount mechanisms have not resulted in material rights. Contract balances The timing of revenue recognition, billings, and cash collections results in contract assets (both billed accounts receivable, where the Company has an unconditional right to contract consideration subject only to the passage of time, and unbilled receivables), and contract liabilities (deferred revenue and customer deposit liabilities) on the Company’s accompanying consolidated balance sheets. Accounts receivable The timing of revenue recognition may differ from the timing of invoicing customers. Accounts receivables as reported on the accompany consolidated balance sheets, includes the unconditional amounts owed from customers comprising amounts invoiced, net of an allowance for credit loss. 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. Contract Assets 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 being met. Contract assets are primarily driven by sales of on-premises subscription licenses with 2-3 year subscription terms, but the related fees are generally invoiced annually. There were immaterial credit losses associated with contracts with customers for the years ended December 31, 2021 and 2020. 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 whereby 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 December 31, 2021, deferred revenue and customer deposit liabilities were $635.6 million and $6.4 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 consolidated balance sheet date. Contract liabilities were approximately $642.0 million as of December 31, 2021, of which the Company expects to recognize $613.3 million over the next 12 months, and the remainder thereafter. The amount of revenues recognized during the years ended December 31, 2021 and 2020 that were included in the opening contract liabilities balance as of January 1, 2021 and 2020 was approximately $541.2 million and $523.7 million, respectively. Revenues recognized from performance obligations satisfied in prior periods were immaterial during each of the years ended December 31, 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 year, the amounts and volumes of contracting activity and associated revenues are typically highest in its fourth fiscal quarter and lowest in the first fiscal quarter. These seasonal impacts influence how the Company's 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 December 31, 2021, the Company’s remaining performance obligations was $1.24 billion, which does not include customer deposit liabilities. The Company expects to recognize approximately 65% of its remaining performance obligations at December 31, 2021, as revenues over the next twelve months and the remainder over the next two to three years. Costs to obtain a contract Costs to obtain a contract include sales commissions earned by the Company’s sales force, as well as payroll taxes and other costs associated with and directly attributable to the contract obtained. These costs are considered incremental and recoverable costs of obtaining a contract, and therefore, are capitalized when certain customer contracts are signed. These costs are recorded as deferred commission expense in the consolidated balance sheets, current and non-current. Sales commissions paid for renewals of customer contracts are not commensurate with the commissions paid for the acquisition of the initial contract given the substantive difference in commission rates in proportion to their respective contract values. Accordingly, sales commissions paid upon the initial acquisition of the contract are amortized over the estimated period of benefit of five years, which may exceed the term of the initial contract. The Company determines the estimated period of benefit based on the duration of relationships with its customers, which includes the expected renewals of customer contracts, customer retention data, its technology development lifecycle, and other factors. The Company amortizes these commissions consistent with the pattern of satisfaction of the performance obligation to which the asset relates. Commissions paid upon multi-year renewal are amortized over the renewal contract term. Amortization expense is included in Sales and Marketing expenses in the consolidated statements of operations. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the estimated period of benefit would have been one year or less. Business Combinations The Company applies the provisions of ASC 805, Business Combinations, in accounting for its acquisitions. ASC 805 requires that the Company evaluate whether a transaction pertains to an acquisition of assets, or to an acquisition of a business. A business is defined as an integrated set of assets and activities that is capable of being conducted and managed for the purpose of providing a return to investors. Asset acquisitions are accounted for by allocating the cost of the acquisition to the individual assets and liabilities assumed on a relative fair value basis; whereas the acquisition of a business requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, as well as any contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the business acquisition date, the Company may record adjustments to the value of assets acquired and liabilities assumed as additional information is received that confirms their fair value as the date of acquisition with an offset to goodwill. Upon the conclusion of a business combination measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments to the original acquisition price are recorded in the consolidated statements of operations. Accounting for business combinations requires the Company’s management to make significant estimates and assumptions, including its estimates for intangible assets, contractual obligations assumed, pre-acquisition contingencies and any contingent consideration, where applicable. Although the Company believes that the assumptions and estimates it has made in the past have been reasonable and appropriate, they are based in part on historical experience and information obtained from the management of the acquired companies and are inherently uncertain. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. For a given business acquisition, the Company may identify certain pre-acquisition contingencies as of the acquisition date and may extend its review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether the Company includes these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts. If the Company cannot reasonably determine the fair value of a non-income tax related pre-acquisition contingency by the end of the measurement period, which is generally the case given the nature of such matters, the Company will recognize an asset or a liability for such pre-acquisition contingency if: (1) it is probable that an asset existed, or a liability had been incurred at the acquisition date and (2) the amount of the asset or liability can be reasonably estimated. Subsequent to the measurement period or final determination of the net asset values for the business combination, changes in its estimates of such contingencies will affect earnings and could have a material effect on its results of operations and financial position. In addition, uncertain tax positions and tax related valuation allowances assumed in a business combination are initially estimated as of the acquisition date. The Company reevaluates these items quarterly based upon facts and circumstances that existed as of the acquisition date with any adjustments to its preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the measurement period or its final determination of the valuation allowance or the contingency’s estimated value, whichever comes first, changes to these uncertain tax positions and tax related valuation allowance will affect the Company’s provision for income taxes in its consolidated statement of operations and could have a material impact on its results of operations and financial position. Goodwill The Company tests goodwill for impairment annually during the fourth quarter of each year and whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable in accordance with ASC 350, Intangibles—Goodwill and Other . The Company has one operating segment and reporting unit, and therefore goodwill is tested for impairment at the entity level. Goodwill impairment is recognized when the quantitative assessment results in the carrying value of the reporting unit exceeding its estimated fair value, in which case an impairment charge is recorded to goodwill to the extent the carrying value exceeds the estimated fair value, limited to the amount of goodwill. The Company did not recognize any impairment of goodwill during the years ended December 31, 2021 and 2020. Impairment of Definite-lived Intangible Assets and other Long-lived Assets The Company evaluates long-lived assets, which includes amortized intangible assets and tangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of an asset to the future undiscounted cash flows attributable to that asset. The Company measures any amount of impairment based on the difference between the carrying value and the estimated fair value of the impaired asset. There were no impairments of long-lived assets during the years ended December 31, 2021 and 2020. Stock-based Compensation The Company accounts for stock-based compensation in accordance with the provisions of ASC 718, Stock Compensation . The Company measures and recognizes compensation expense for all stock-based awards, including stock options, RSUs granted to employees and directors, and stock purchase rights granted under the ESPP to employees, based on the estimated fair value of the awards on the date of grant. The Company grants stock options with only service conditions (“service-based options”) with one year cliff, as well as those with both service and performance or market conditions. The Company uses the Black-Scholes Merton or Monte Carlo model to value the stock options granted under its equity plans. For purchase rights granted under the ESPP, the fair value is estimated using the Black-Scholes Merton model. 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 over an expected term, risk-free interest rate for an expected term, and dividend yield. The fair value of each RSU granted after the Company's IPO is determined by the closing price of the Company's common stock on the date of grant. Compensation expense is recognized for time-based options and RSUs on a straight-line basis over the vesting period. Compensation expense for options containing performance conditions is based on the estimated number of the performance-based stock options expected to vest using the graded vesting attribution method. Compensation expense for options containing market condition vesting criteria is based on the estimated number of the stock options expected to vest on attainment of the condition. Compensation expense is recognized for shares issued pursuant to the ESPP on a straight-line basis over the offering period. The Company recognizes forfeitures as they occur, and cash flows related to excess tax benefits are presented as an operating activity in the accompanying consolidated statements of cash flows. Prior to the IPO, the fair value of the common stock underlying the options had historically been determined by the Company’s Compensation Committee of the Board of Directors given the absence of a public trading market. The Compensation Committee of the Board of Directors determined the fair value of the common stock by considering a number of objective and subjective factors, including: (i) third-party valuations of common stock; (ii) the lack of marketability of the common stock; (iii) the Company's actual operating and financial results; (iv) the Company’s current business conditions and projections; and (v) the likelihood of various potential liquidity events, such as an initial public offering or sale of the Company, given prevailing market conditions. After the IPO, the fair value of the common stock was determined based on the Company’s closing stock price as quoted on the New York Stock Exchange on the grant date. Net Loss Per Share Attributable to Class A and Class B-1 Common Stockholders The Company utilizes the treasury method when calculating basic and diluted net loss per share. 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 holders of Class B-2 common stock have no participating 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$15,000 in the aggregate. As Class B-2 common stock have no participating economic rights, the Company is not required to use the two-class method. Basic net 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 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. Cash, Cash Equivalents, Restricted Cash, and Short-Term Investments The Company considers highly liquid investment securities with maturities of 90 days or less at the date of purchase to be cash equivalents and highly liquid investment securities with maturities of greater than 90 days but less than one year from the date of purchase to be short-term investments. The Company’s cash equivalents and short-term investments include time deposits and money market funds. The Company’s restricted cash is primarily associated with securing credit facilities. Fair Value of Financial Instruments The fair value of the Company’s cash, cash equivalents, short term investments, accounts receivable, and accounts payable approximate their respective carrying amounts due to their short-term maturity. 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 commercial 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 in the years ended December 31, 2021, 2020, and 2019. As of December 31, 2021, December 31, 2020 and December 31, 2019, no customer accounted for more than 10% of the accounts receivable balance. Allowance for Credit Losses The Company estimates the overall collectability of accounts receivable and other contract assets and provides an allowance for credit losses for those considered uncollectible. The Company makes estimates of expected |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions On July 1, 2020, the Company acquired Compact Solutions LLC (“Compact Solutions”) for total purchase consideration of $21.1 million. The acquisition has been accounted for as a business combination under the acquisition method, and of the total assets acquired, $8.4 million was allocated to acquired developed technology intangible assets and $0.8 million was allocated to acquired customer relationship intangible assets, with the residual recorded as goodwill. Compact Solutions focuses on automated solutions for data governance in complex enterprises, enabling organizations worldwide to meet regulatory compliance requirements. The acquisition strengthens Informatica’s current leadership in metadata-driven AI and automation and extends capabilities that enable Informatica customers to catalog and govern virtually all types of enterprise data. The goodwill is deductible for tax purposes. Pro-forma results for acquisitions completed in 2020 and 2019 were not material to the Company’s consolidated statement of operations. |
Cash, Cash Equivalents, Restric
Cash, Cash Equivalents, Restricted Cash, and Short-Term Investments | 12 Months Ended |
Dec. 31, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents, Restricted Cash, and Short-Term Investments | Cash, Cash Equivalents, Restricted Cash, and Short-Term InvestmentsThe following table summarizes the Company’s cash, cash equivalents, restricted cash and short-term investments as of December 31, 2021 and December 31, 2020 (in thousands). There were no marketable securities held at December 31, 2021 and December 31, 2020. December 31, 2021 2020 Cash $ 275,386 $ 201,732 Cash equivalents: Time deposits 979 8,270 Money market funds 180,013 134,002 Total cash equivalents 180,992 142,272 Total cash and cash equivalents $ 456,378 $ 344,004 Restricted cash 1,718 4,217 Total cash, cash equivalents, and restricted cash $ 458,096 $ 348,221 Short-term investments: Time deposits 40,045 18,729 Total short-term investments 40,045 18,729 Total cash, cash equivalents, restricted cash, and short-term investments $ 498,141 $ 366,950 See Note 5. Fair Value Measurements of the Notes to Consolidated Financial Statements of this Report for further information regarding the fair value of the Company’s financial instruments. The Company did not record any gross unrealized gains or losses for the years ended December 31, 2021 and 2020. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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. The Company’s assessment of the hierarchy level of the assets or liabilities measured at fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety. 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 December 31, 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) $ 41,024 $ 41,024 $ — $ — Money market funds (ii) 180,013 180,013 — — Total money market funds and time deposits 221,037 221,037 — — Foreign currency derivatives (iii) 1,609 — 1,609 — Total assets $ 222,646 $ 221,037 $ 1,609 $ — Liabilities: Foreign currency derivatives (iv) $ 52 $ — $ 52 $ — Interest rate derivatives (iv) 7,725 — 7,725 — Total liabilities $ 7,777 $ — $ 7,777 $ — 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 consolidated balance sheets. (ii) Included in cash equivalents on the consolidated balance sheets. (iii) Included in prepaid expenses and other current assets, and other assets on the consolidated balance sheets. (iv) Included in accrued liabilities and other liabilities on the 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 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 two 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 years ended December 31, 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 restructuring, acquisitions and other charges in the consolidated statements of operations. The changes in the acquisition-related contingent consideration liability for the years ended December 31, 2021 and 2020 (in thousands): Ending balance as of December 31, 2019 $ 15,752 Accretion and other adjustments 2,147 Payment of contingent consideration (6,500) Additions from new acquisition 505 Ending balance as of December 31, 2020 $ 11,904 Accretion and other adjustments 101 Payment of contingent consideration (12,005) Ending balance as of December 31, 2021 $ — See Note 3. Acquisitions of the Notes to Consolidated Financial Statements for further discussion regarding Company acquisitions. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment The following table summarizes the cost of property and equipment and related accumulated depreciation at December 31, 2021 and 2020 (in thousands, except years): Estimated December 31, 2021 2020 Land N/A $ 40,512 $ 40,512 Buildings 25 years 118,134 118,134 Site improvements 15 years 2,517 2,246 Building improvements 10-15 years 34,252 30,397 Total land and buildings 195,415 191,289 Computer, equipment, and software 1-5 years 110,411 105,625 Furniture and fixtures 3-5 years 17,414 17,585 Leasehold improvements 1-10 years 55,331 57,269 Total property and equipment 378,571 371,768 Less: Accumulated depreciation and amortization (201,162) (178,730) Total property and equipment, net $ 177,409 $ 193,038 Depreciation and amortization expense were $24.9 million, $27.5 million, and $22.8 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The following table presents the changes in the carrying amount of the goodwill as of December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Beginning balance $ 2,419,501 $ 2,361,512 Goodwill from acquisitions — 14,129 Measurement period adjustment 54 419 Foreign currency translation adjustment (38,803) 43,441 Ending balance $ 2,380,752 $ 2,419,501 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 year ended December 31, 2021, the Company recorded a total net reduction to goodwill of $38.7 million which consisted of $38.8 million of foreign currency translation adjustments, offset by an increase to goodwill of $0.1 million due to a measurement period adjustment related to changes in the realization of deferred tax assets. During the year ended December 31, 2020, the Company recorded a total net addition to goodwill of $58.0 million which principally consisted of $14.1 million from the acquisition of Compact Solutions, $43.4 million resulting from foreign currency translation adjustments and $0.4 million measurement period adjustments. Intangible Assets The carrying amounts of the intangible assets other than goodwill as of December 31, 2021 and 2020 are as follows (in thousands, except years): Weighted Average December 31, 2021 December 31, 2020 Cost Accumulated Amortization Net Cost Accumulated Net Acquired developed and core technology 6 $ 878,822 $ (823,965) $ 54,857 $ 881,032 $ (750,504) $ 130,528 Other intangible assets: Customer relationships 15 2,163,048 (1,214,492) 948,556 2,173,223 (1,050,709) 1,122,514 Trade names and trademark 7 81,894 (57,852) 24,042 82,510 (49,201) 33,309 Total other intangible assets 2,244,942 (1,272,344) 972,598 2,255,733 (1,099,910) 1,155,823 Total intangible assets subject to amortization 3,123,764 (2,096,309) 1,027,455 3,136,765 (1,850,414) 1,286,351 In-process research and development — — — 800 — 800 Total intangible assets, net $ 3,123,764 $ (2,096,309) $ 1,027,455 $ 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 $245.9 million, $287.8 million and $323.6 million for the years ended December 31, 2021, 2020 and 2019, respectively. The allocation of the amortization of intangible assets for the periods indicated below is as follows (in thousands): Year ended 2021 2020 2019 Cost of revenues $ 73,461 $ 98,458 $ 115,544 Operating expenses 172,434 189,309 208,082 Total amortization of intangible assets $ 245,895 $ 287,767 $ 323,626 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 December 31, 2021, the amortization expense related to identifiable intangible assets in future periods is expected to be as follows (in thousands): Years ending December 31, Acquired Developed and Core Technology Other Intangible Assets (i) Total Intangible Assets 2022 $ 36,716 $ 154,809 $ 191,525 2023 11,875 138,278 150,153 2024 3,501 122,227 125,728 2025 1,626 99,924 101,550 2026 926 87,001 87,927 Thereafter 213 370,359 370,572 Total expected amortization expense $ 54,857 $ 972,598 $ 1,027,455 (i) Other Intangible Assets includes customer relationships, trade names and trademarks. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities as of December 31, 2021 and 2020 consisted of the following (in thousands): Year ended 2021 2020 Accrued taxes $ 29,382 $ 24,541 Derivative liabilities 7,777 13,331 Other 37,604 48,180 Accrued Liabilities $ 74,763 $ 86,052 |
Borrowings
Borrowings | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings Long term debt consists of the following (in thousands): Year ended 2021 2020 Dollar term loan $ 1,875,000 $ 2,251,575 Euro term loan — 583,066 Total debt 1,875,000 2,834,641 Less: Discount on term loan (8,671) (11,207) Less: Debt issuance costs (14,858) (21,847) Total debt, net of discount and debt issuance costs 1,851,471 2,801,587 Less: Current portion of long-term debt (14,063) (23,775) Long-term debt $ 1,837,408 $ 2,777,812 As of December 31, 2021 and 2020 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 $1,871.5 million and $2,830.5 million, respectively. The Company recorded an unrealized remeasurement gain, net of realized gain or loss from refinancing of $29.7 million during the year ended December 31, 2021 and an unrealized measurement loss, net of realized gain or loss from refinancing of $50.6 million relating to the euro term loan during the year ended December 31, 2020. Credit Facilities On February 25, 2020, the Company amended its existing credit 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 “2020 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 and €480.0 million of euro term loans under the First Lien Credit Agreement and $425.0 million of term loans under the Second Lien Credit Agreement. On July 14, 2020, the Company borrowed an additional $50.0 million of second lien term loans under the Second Lien Credit Agreement. On October 29, 2021, the Company refinanced the 2020 Credit Agreements with a new Credit and Guaranty Agreement (the “Credit Agreement”), with JPMorgan Chase Bank, N.A., as agent, for a syndicate of lenders. Under the Credit Agreement, the Company borrowed $1.875 billion of dollar term loans (the “Term Facility”) and obtained $250.0 million of commitments under a revolving credit facility (the “Revolving Facility” and, together with the Term Facilities, the “Credit Facilities”). The Company used the proceeds from the above amendment together with net proceeds of the initial public offering and cash on hand to refinance the First Lien Credit Agreement and to redeem €472.8 million of euro term loan under the First Lien Credit Agreement, redeem $475.0 million of term loans under the Second Lien Credit Agreement, and pay fees and expenses in connection with the transaction. The entry into the Credit Agreement and related transactions resulted in a one-time loss on debt refinancing of $30.8 million, which was comprised of $10.5 million related to expensing of existing unamortized debt issuance and discount costs due to extinguishment of debt, $9.5 million related to a breakage fee on a term loan repaid under the Second Lien Agreement, and the remaining $10.8 million related to new debt issuance costs for loans from existing lenders which were considered modified. On the date of the Credit Agreement, the Company had previously unamortized debt issuance costs and an original issue discount associated with the modified lenders of $18.1 million and incurred an additional $3.7 million of new debt issuance costs and $2.3 million of new debt discount from new lenders, the aggregate amount of which will be amortized to interest expense using the effective interest method over the remaining life of the term loan. The Term Facility matures on October 29, 2028 and is repayable in quarterly installments of 0.25% of the initial principal amount thereof, with the remaining amount due at maturity. The Revolving Facility matures on October 29, 2026. The Company may prepay all or part of the Credit Facilities at any time. Subject to certain exceptions and limitations, the Company is required to prepay the Term Facility with the net proceeds of certain occurrences, such as the incurrences of indebtedness not permitted to be incurred under the Credit Agreement, certain sale and leaseback transactions and asset sales. The agreement also requires mandatory prepayments of the Term Facility with excess cash flow as specified in the terms of the Credit Agreement. Borrowings under the Term Facility bear interest, at the Company’s option, either at (i) LIBOR plus 2.75% or (ii) the base rate plus 1.75%. 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 1.00% per annum. LIBOR is subject to a “floor” of 0% per annum. The Term Facility was issued with 0.125% of original issue discount. The Revolving 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 2.50% and 2.00% based on the Company’s total net first lien leverage ratio or (ii) the base rate plus an applicable margin ranging between 1.50% and 1.00% based on the Company’s total net first lien leverage ratio. No amounts were outstanding under the Revolving Facility as of December 31, 2020 and December 31, 2021. There were $1.4 million, and $0.7 million of utilized letters of credit under the Revolving Facility at December 31, 2020 and December 31, 2021, respectively. The Company guarantees the obligations under the Credit Agreement. All obligations under the Credit Agreement are secured by a perfected lien or security interest in substantially all of the Company’s and the guarantors’ tangible and intangible assets. The 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 Credit Agreement includes an uncommitted incremental facility in an amount not to exceed the greater of $476.0 million and 100% of LTM EBITDA plus additional amounts, including subject to compliance with certain leverage tests. Accrued interest 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). The Company is also obligated to pay other customary closing fees, arrangement fees, administrative fees, commitment fees, and letter of credit fees. Under the Credit Agreement, a commitment fee is payable on the daily unutilized amount under the Revolving Facility at a per annum rate ranging from 0.35% to 0.25% depending on the Company’s total net first lien leverage ratio. The 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 $15 million) exceed 35% 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 Agreement. 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 Agreement. The Company was in compliance with all covenants under the Credit Agreement as of December 31, 2021. The Credit Agreement, among other things, limits 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 Agreement. Future minimum principal payments Future minimum principal payments on the Term Facility as of December 31, 2021 are as follows (in thousands): Years ending December 31, 2022 $ 14,063 2023 18,750 2024 18,750 2025 18,750 2026 18,750 Thereafter 1,785,937 Total $ 1,875,000 |
Disaggregation of Revenue and C
Disaggregation of Revenue and Costs to Obtain a Contract | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2021, 2020 and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 Revenue: Cloud and subscription support $ 433,001 $ 320,525 $ 237,917 On-Premises subscription license 314,671 273,309 233,790 Subscription 747,672 593,834 471,707 Perpetual license 29,269 63,126 143,392 Software revenue 776,941 656,960 615,099 Maintenance 558,470 560,868 572,095 Professional services 108,644 105,268 119,336 Maintenance and professional services revenue 667,114 666,136 691,431 Total revenues $ 1,444,055 $ 1,323,096 $ 1,306,530 Revenue by geographic location for the years ended December 31, 2021, 2020 and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 North America $ 961,860 $ 886,477 $ 890,873 EMEA 325,583 292,151 272,078 Asia Pacific 122,770 116,863 106,896 Latin America 33,842 27,605 36,683 Total revenues $ 1,444,055 $ 1,323,096 $ 1,306,530 In 2021, 2020 and 2019, the Company’s revenue from customers in the United States was $907.8 million, $838.4 million and $872.7 million, respectively. Revenue from customers in all foreign countries during those periods was $536.3 million, $484.7 million and $433.8 million, respectively. No foreign country represented 10% or more of the Company’s total revenue for the three years ended December 31, 2021, 2020 and 2019, respectively. Costs to obtain a contract Costs to obtain contracts consist of sales commissions and related payroll taxes (together “deferred commissions”). The changes in the capitalized costs to obtain a contract for the years ended December 31, 2021 and 2020 (in thousands): Ending balance as of December 31, 2019 $ 117,788 Additions 55,875 Commissions amortized (38,479) Revaluation 1,382 Ending balance as of December 31, 2020 $ 136,566 Additions 90,971 Commissions amortized (48,517) Revaluation (1,560) Ending balance as of December 31, 2021 $ 177,460 Of the $177.5 million deferred commissions balance as of December 31, 2021, the Company expects to recognize approximately 31% 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 consolidated balance sheets. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company leases certain office facilities under various operating leases, which expire at various dates through 2035 and require the Company to pay operating costs, including property taxes, insurance, and maintenance. The Company’s leases have remaining lease terms of up to 13 years, some of which include options to extend the lease for up to 9 years. Additionally, some lease contracts include termination options. The Company’s lease agreements do not contain any residual value guarantees, material variable payment provisions or material restrictive covenants. Total operating lease expense was $21.3 million, $22.5 million, and $20.6 million, excluding short term lease costs, variable lease costs, and sublease income each of which were immaterial for the years ended December 31, 2021, 2020 and 2019, respectively, and is recorded under operating expenses. Total cash paid for amounts included in the measurement of operating lease liabilities was $22.9 million and $22.9 million, for the years ended December 31, 2021 and 2020, respectively. Operating lease liabilities arising from obtaining operating right-of-use assets were $22.1 million and $11.9 million, at December 31, 2021 and 2020, respectively. The weighted-average remaining lease term and weighted-average discount rate for operating lease liabilities as of December 31, 2021 were 6.54 years and 4.56%, respectively. Maturities of operating lease liabilities as of December 31, 2021 are presented in the table below (in thousands): Year ending December 31, 2022 $ 22,105 2023 17,967 2024 15,053 2025 10,344 2026 6,888 Thereafter 20,612 Total operating lease payments $ 92,969 Less: imputed interest (11,945) Present value of operating lease liabilities $ 81,024 The Company leases certain portion of its owned facilities to third parties. The Company earned lease income of $4.5 million, $4.8 million and $3.0 million for the years ending December 31, 2021, 2020 and 2019, respectively and is included in Other income (expense), net on the consolidated statements of operations. The terms of these non-cancelable lease arrangements generally require fixed periodic payments ranging from three |
Leases | Leases The Company leases certain office facilities under various operating leases, which expire at various dates through 2035 and require the Company to pay operating costs, including property taxes, insurance, and maintenance. The Company’s leases have remaining lease terms of up to 13 years, some of which include options to extend the lease for up to 9 years. Additionally, some lease contracts include termination options. The Company’s lease agreements do not contain any residual value guarantees, material variable payment provisions or material restrictive covenants. Total operating lease expense was $21.3 million, $22.5 million, and $20.6 million, excluding short term lease costs, variable lease costs, and sublease income each of which were immaterial for the years ended December 31, 2021, 2020 and 2019, respectively, and is recorded under operating expenses. Total cash paid for amounts included in the measurement of operating lease liabilities was $22.9 million and $22.9 million, for the years ended December 31, 2021 and 2020, respectively. Operating lease liabilities arising from obtaining operating right-of-use assets were $22.1 million and $11.9 million, at December 31, 2021 and 2020, respectively. The weighted-average remaining lease term and weighted-average discount rate for operating lease liabilities as of December 31, 2021 were 6.54 years and 4.56%, respectively. Maturities of operating lease liabilities as of December 31, 2021 are presented in the table below (in thousands): Year ending December 31, 2022 $ 22,105 2023 17,967 2024 15,053 2025 10,344 2026 6,888 Thereafter 20,612 Total operating lease payments $ 92,969 Less: imputed interest (11,945) Present value of operating lease liabilities $ 81,024 The Company leases certain portion of its owned facilities to third parties. The Company earned lease income of $4.5 million, $4.8 million and $3.0 million for the years ending December 31, 2021, 2020 and 2019, respectively and is included in Other income (expense), net on the consolidated statements of operations. The terms of these non-cancelable lease arrangements generally require fixed periodic payments ranging from three |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring In July 2020, the Company initiated a restructuring plan to reorganize its workforce and close certain offices. During the fourth quarter of 2020, the Company completed the reorganization activities related to its workforce, which resulted in the elimination of approximately 300 employees, or 6% of the total workforce. In addition, the Company closed several offices, primarily in Asian countries where it has shifted from a direct sales model to a reseller/distributor model, during the third quarter of 2020. The Company also closed additional offices in the fourth quarter of 2020. In connection with this restructuring plan, the Company recorded $16.4 million in aggregate charges of which $14.3 million relate to severance, $1.7 million relate to closing facilities, and $0.4 million relate to transition and other related costs. The following table sets forth a summary of restructuring activities since January 1, 2020 through December 31, 2021 (in thousands): Severance (i) Facilities (ii) Transition and (ii) Total Balance as of January 1, 2020 $ — $ — $ — $ — Total charges 14,339 1,730 407 16,476 Cash payments (12,163) (508) (335) (13,006) Balance as of December 31, 2020 $ 2,176 $ 1,222 $ 72 $ 3,470 Total charges (322) 94 228 — Cash payments (1,854) (379) (300) (2,533) Balance as of December 31, 2021 $ — $ 937 $ — $ 937 (i) The balance at December 31, 2021 and December 31, 2020 is recorded in accrued compensation and related expense in the consolidated balance sheets. (ii) The balance at December 31, 2021 and December 31, 2020 is recorded in accrued liabilities in the consolidated balance sheets. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 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 December 31, 2021, a net unrealized gain of approximately $0.9 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 December 31, 2021 and 2020, the remaining open foreign exchange contracts, carried at fair value, are hedging Indian rupee expenses and have a maturity of thirteen 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 $83.9 million and $57.9 million of Indian rupees as of December 31, 2021 and 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 9. Borrowings in the Notes to Consolidated Financial Statements of this Report for further discussion of the credit facilities. These swaps are designated as cash flow hedges of floating rate interest payments. As of December 31, 2021, the Company has two interest rate swaps outstanding with a total current notional amount of $1.3 billion, with fixed rates ranging from 0.695% to 1.525%. As of December 31, 2020, the Company has three interest rate swaps outstanding with a total current notional amount of $1.3 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 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 two interest rate swaps was de-designated in November 2020. The other comprehensive loss at de-designation is amortized to interest expense over the original hedge period and future gains and losses on the de-designated swap is recognized as interest expense. A net unrealized loss of approximately $4.1 million currently accumulated in other comprehensive income (loss) for the interest rate swaps as of December 31, 2021 is expected to be reclassified into earnings within the next twelve months. In March 2020, the Company restructured 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 $6.5 million and $12.7 million as of December 31, 2021 and 2020, respectively and is recorded in Accrued Liabilities and 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 December 31, 2021 and 2020, respectively. There were no open foreign currency contracts to sell at December 31, 2021 and 2020, respectively. The following table reflects the fair value amounts for designated and non-designated hedging instruments at December 31, 2021 and 2020 (in thousands): December 31, 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 $ 1,405 $ 52 $ 2,177 $ — Interest Rate Swaps — 1,992 — 17,566 Non-designated hedging instruments Foreign currency forward contracts 204 — 153 — Interest Rate Swaps — 5,733 1,757 7,170 Total fair value of hedging instruments $ 1,609 $ 7,777 $ 4,087 $ 24,736 (i) Included in prepaid expenses and other current assets, and other assets on the consolidated balance sheets. (ii) Included in accrued liabilities and other liabilities on the consolidated balance sheets. The Company presents its derivative assets and derivative liabilities at gross fair values in the 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 December 31, 2021 and 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 consolidated statements of operations for the periods indicated below are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Amount of gain (loss) recognized in other comprehensive income (loss) (i) $ 4,938 $ (31,184) $ (14,201) Amount of gain (loss) related to foreign exchange forward contracts reclassified from accumulated other comprehensive income (loss) into income (ii) $ 3,307 $ (687) $ 1,267 Amount of (loss) related to interest rate swaps reclassified from accumulated other comprehensive loss into income as interest expense $ (21,323) $ (20,564) $ (4,836) (i) The before-tax gain of $2,482, $1,183 and $1,207 related to foreign exchange forward contracts were recognized in other comprehensive income (loss) during the years ended December 31, 2021, 2020 and 2019, respectively. The before-tax gain (loss) of $2,456, $(32,367) and $(15,408) related to interest rate swaps were recognized in other comprehensive income (loss) during the years ended December 31, 2021, 2020 and 2019 respectively. (ii) The before-tax gain (loss) of $629, $(147) and $280 were included in cost of service revenues on the consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019, respectively. The before tax gain (loss) of $2,678, $(540) and $987 were included in operating expenses, primarily research and development expense on the consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019, respectively. No amounts were excluded from the assessment of hedge effectiveness during the years ended December 31, 2021, 2020 and 2019. The pre-tax gain (loss) recognized in other income (expense), net for non-designated foreign currency forward contracts for the periods indicated below are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Gain (loss) recognized in other income (expense), net $ (183) $ (206) $ 1,473 See Note 5. Fair Value Measurements, Note 16. Accumulated Other Comprehensive Income, and Note 20. Commitments and Contingencies in the Notes to Consolidated Financial Statements of this Report for a further discussion. |
Stockholders Equity and Deferre
Stockholders Equity and Deferred Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders Equity and Deferred Compensation | Stockholders Equity 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 Note 1 Organization and Description of Business in the Notes to our Consolidated Financial Statements. 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 December 31, 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 holders of Class B-2 common stock have no participating 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$15,000.0 in the aggregate. Equity Incentive Plans In September 2021, as a result of the restructuring transactions, the Company adopted the equity incentive plan (the "2015 Plan"). The 2015 Plan has 34,065,509 aggregate shares authorized with a plan termination date of 10 years since the last amendment and restatement, 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 Note 1 Organization and Description of Business in the Notes to our Consolidated Financial Statements. The Compensation Committee granted equity awards through the third quarter of 2021 under the 2015 Plan in the form of options to acquire shares of the Company. 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”). In October 2021, the Company’s Compensation Committee adopted, and its stockholders approved the 2021 Equity Incentive Plan (the "2021 Plan"), which became effective in connection with the IPO. The 2021 Plan provides for the grant of incentive stock options within the meaning of Section 422 of the Code to our employees and any parent and subsidiary corporations' employees, and for the grant of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares to our employees, directors and consultants and our parent and subsidiary corporations' employees and consultants. A total of 32,858,200 shares of the Company’s Class A common stock have been reserved for issuance under the 2021 Plan. The number of shares available for issuance under the 2021 Plan will also include an annual increase on the first day of each year beginning in the 2022 fiscal year. Performance-based Options In 2015, the Company issued stock options to employees and directors with performance vesting conditions, including a compounded annual revenue growth rate (“CAGR”), both vesting conditions of which had been attained as of December 31, 2020. The resulting stock-based compensation expense recognized prior to 2021 on the vesting of CAGR options was $12.8 million. In addition, the Company has issued different types of performance-based options under the 2015 Plan for which vesting is subject to the achievement of one or more performance events, such as achievement of certain levels of Multiple on Invested Capital, exit events, including a change in control partial sale, 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 (the "MOIC/Performance Options"). At the achievement of one or more exit events, the Company will recognize compensation expense in proportion to the requisite service period already completed. Upon the effectiveness of our IPO, an underlying performance-based vesting condition of the MOIC/Performance Options was deemed satisfied, and therefore, the Company recognized cumulative stock-based compensation expense of $15.7 million as of the date of IPO. The remaining expense will be recognized over the remaining estimated derived service period unless the market liquidity vesting criteria are achieved earlier. During the year ended December 31, 2021, the Company issued additional performance-based options under the 2015 Plan for which vesting was subject to the satisfaction of both a liquidity event-related performance condition, including an initial public offering (“IPO Performance-based Options”), and a service-based vesting condition. Upon the effectiveness of our IPO, the performance-based vesting condition was satisfied, and as a result, the Company recognized cumulative stock-based compensation expense of $1.2 million on the date of IPO. The remaining expense will be recognized over the remaining service period using an accelerated attribution method. Option Awards Activity During the year ended December 31, 2021, the Company granted 5.7 million stock option awards under the 2015 Plan with the weighted average grant date fair value of $8.20 per share. The following table summarizes the option award activity for the years ended December 31, 2021 and 2020 (in thousands, except share price and term): Number of Options Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Total Service-based Performance-based Outstanding at December 31, 2019 19,925 11,497 8,428 $ 10.36 7.34 $ 96,377 Granted 12,172 10,417 1,755 $ 19.80 $ 2.68 Exercised (1,471) (1,342) (129) $ 10.57 $ 6,538 Forfeited or expired (6,916) (4,109) (2,807) $ 11.55 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 $ 8.20 Exercised (1,276) (1,024) (252) $ 11.83 $ 13,742 Forfeited or expired (2,218) (1,420) (798) $ 15.74 Outstanding at December 31, 2021 25,884 17,768 8,116 $ 16.53 7.36 $ 529,265 The weighted-average fair value of each share used in the determination of the Company’s options as of and for the respective period ended December 31, 2021 and 2020 was $21.42 and $15.12, respectively. The fair value of options vested during the years ended December 31, 2021 and 2020 was $13.8 million and $4.9 million, respectively. As of December 31, 2021, the number of options vested and exercisable was 10.4 million with a weighted average exercise price of $14.6 and aggregate intrinsic value of $234.0 million. The weighted average remaining contractual terms for options vested and exercisable as of December 31, 2021 and 2020 were 6.34 years and 5.70 years, respectively. Aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company’s common stock. As of December 31, 2021, there were a total of approximately 15.4 million unvested options with a weighted-average grant date fair value of $5.78 per share. As of December 31, 2020, there were a total of approximately 17.5 million unvested options with a weighted-average grant date fair value of $3.39 per share. Restricted Stock Units ("RSUs") In the fourth quarter of 2021, after the completion of the IPO, the Company issued RSUs to employees and directors under the 2021 Plan. RSUs vest upon the satisfaction of a service-based vesting condition only. The service based condition for the majority of these awards is generally satisfied pro-rata over four years. The following table summarizes RSU activity and related information during the year ended December 31, 2021 under the 2021 Plan (in thousands, except share price): Number of Shares Weighted-Average Grant Date Fair Value Unvested and outstanding as of December 31, 2020 — $ — Granted 7,635 33.02 Vested — — Forfeited (65) 32.98 Unvested and outstanding as of December 31, 2021 7,570 $ 33.02 Employee Stock Purchase Plan ("ESPP") In October 2021, the Company’s Compensation Committee approved the 2021 Employee Stock Purchase Plan (the "2021 ESPP"), which became effective in connection with the IPO. The 2021 ESPP authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees. A total of 5,476,400 shares of the Company’s Class A common stock have been reserved for future issuance under the 2021 ESPP, in addition to any annual increases in the number of shares of Class A common stock reserved for future issuance under the 2021 ESPP. Under the 2021 ESPP, eligible employees are able to acquire shares of common stock on a discount by accumulating funds through payroll deductions. Offering periods are generally twelve months long and begin on March 1 and September 1 of each year, except for the first offering period. The first initial offering period began on October 27, 2021 and will end on September 1, 2022. The purchase price for shares of our common stock purchased under the 2021 ESPP is 85% of the lesser of the fair market value of our common stock on (i) the first trading day of the applicable offering period and (ii) the last trading day of each purchase period in the applicable offering period. The 2021 ESPP also includes a reset provision for the purchase price if the stock price on the purchase date is less than the stock price on the first date of the offering period. Share Repurchases During the years ended December 31, 2021 and 2020, the Company repurchased additional 0.4 million and 0.2 million shares for $9.3 million and $3.3 million, respectively. All repurchases were completed under the terms of the 2015 Plan. Summary of Assumptions The fair values of the service-based awards granted during the years ended December 31, 2021, 2020 and 2019 were estimated using the following assumptions using the Black-Scholes pricing model: December 31, 2021 2020 2019 Option Awards: Expected term (in years) 3.4 2.9 2.7 Expected volatility 39.4 % 36.4 % 31.0 % Risk-free interest rate 0.4 % 0.3 % 2.0 % Expected dividend rate — % — % — % Expected term - The Company estimates the expected term based on an analysis of the facts and circumstances underlying the option agreement. Expected volatility - The Company performs an analysis using publicly-traded peer companies' historical volatility over the expected term to develop an expected volatility assumption. Risk-free interest rate - Risk-free rate is estimated based upon the implied yield on the U.S. Treasury zero-coupon issued with maturities that are consistent with the option’s expected term. Expected dividend yiel d - Based on Company’s continued assumption that there will not be any dividend payouts, the expected dividend yield is zero. Fair value of underlying common stock - Prior to the Company's IPO, 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 discounted the fair value of the underlying share for lack of marketability of the shares before applying each model. After the completion of the IPO, the fair value of the Company's common stock is determined by the closing price of its common stock on the date of grant. The following table summarizes the weighted-average assumptions used in estimating the fair value of our performance-based options using the Monte Carlo pricing model: December 31, 2021 2020 Option Awards: Expected term (in years) 1.9 - 2.7 3.4 - 3.9 Expected volatility 40.0% - 45.0% 45.0% Risk-free interest rate 1.2% - 1.5% 0.6% - 0.7% Expected dividend rate —% —% The following table summarizes the weighted-average assumptions used in estimating the fair value of ESPP for the initial offering period using the Black-Scholes pricing model: December 31, 2021 ESPP: Expected term (in years) 0.3 - 0.9 Expected volatility 27.6% - 32.6% Risk-free interest rate 0.1% Expected dividend rate —% Stock Compensation The stock-based compensation (excluding deferred compensation) for the periods indicated below are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenues $ 5,528 $ 916 $ 1,724 Research and development 11,114 2,531 4,367 Sales and marketing 12,889 3,035 3,341 General and administrative 15,486 5,562 5,977 Total stock-based compensation $ 45,017 $ 12,044 $ 15,409 As of December 31, 2021, total unrecognized stock-based compensation expense related to unvested service-based options was $30.3 million and is expected to be recognized over the remaining weighted-average vesting period of 3.77 years. During 2021, 2020, and 2019, the Company recorded tax benefits related to stock-based compensation costs of $5.5 million, $2.5 million, and $3.5 million, respectively. The Company updated the 2020 and 2019 disclosures with regards to the tax benefits related to stock-based compensation expense due to an immaterial incorrect prior disclosure. As of December 31, 2021, total unrecognized stock-based compensation expense related to unvested options with performance and market liquidity vesting conditions is $24.3 million of which a portion of the compensation expense in proportion to the requisite service period already completed was recognized at the achievement of an underlying performance condition, and the remaining to be recognized over the remaining estimated derived service period of 1.91 years, unless the market liquidity vesting criteria are achieved earlier. As of December 31, 2021, the Company recognized $18.1 million in stock-based compensation expense related to these options during the year ended December 31, 2021. As of December 31, 2021, total unrecognized stock-based compensation expense related to unvested options with performance and service vesting conditions is $14.1 million of which a portion of the compensation expense in proportion to the requisite service period already completed was recognized at the achievement of the performance condition, and the remaining to be recognized over the remaining service period of 3.67 years. As of December 31, 2021, the Company recognized $1.2 million in stock-based compensation expense related to these options. As of December 31, 2021, the Company recognized $7.3 million in stock-based compensation expense related to RSUs. There were no RSUs vested as of December 31, 2021. As of December 31, 2021, the total unrecognized stock-based compensation expense related to the RSUs outstanding was $241.5 million and is expected to be recognized over the remaining weighted-average vesting period of 3.86 years. As of December 31, 2021, the Company recognized $2.2 million in stock-based compensation expense related to ESPP. As of December 31, 2021, the total unrecognized stock-based compensation expense related to the ESPP was $8.3 million and is expected to be recognized over the remaining offering period. The Company has issued certain liability classified equity awards to some of its employees. The awards were revalued as of December 31, 2021 using the stock price traded at the time. This resulted in an additional stock-based compensation expense of $0.8 million. The Company also recognized $1.3 million of stock-based compensation expense during the year ended December 31, 2021 due to the modification of certain executive awards. The modification affected certain executives, in which it extended the post termination option exercise period from 60 days to 1 year. In November 2019, the Company’s Compensation Committee of the Board of Directors approved the use of up to $60.9 million of cash to fund an employee incentive and retention program; the first payout was during the |
Employee 401(K) Plan
Employee 401(K) Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee 401(K) Plan | Employee 401(K) PlanThe Company’s employee savings and retirement plan (the “Plan”) is qualified under Section 401 of the Internal Revenue Code. The Plan is available to all regular employees on the Company’s U.S. payroll and provides employees with tax deferred salary deductions and alternative investment options. Employees may contribute up to 50% of their salary, up to the statutory prescribed annual limit. The Company matches 50% of the contribution made by an employee, up to a maximum of $6,000 per calendar year. For employees hired prior to January 1, 2017, contributions made by the Company vest 100% upon contribution. For employees hired after January 1, 2017, contributions made by the Company vest on a graded vesting schedule over four years. The Company contributed $9.6 million, $10.0 million, and $9.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. In addition, the Plan provides for discretionary contributions at the discretion of the Board of Directors. No discretionary contributions have been made by the Company to date. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income The following table summarizes the changes in accumulated balances for each component of other comprehensive income (loss) for the year ended December 31, 2021, net of taxes (in thousands): Net Unrealized Gain/Loss on Cumulative Foreign Currency Interest Rate Swaps Total Cash Flow Hedges Total Beginning balance as of December 31, 2020 $ 63,711 $ 1,643 $ (22,059) $ (20,416) $ 43,295 Other comprehensive income (loss): Other comprehensive income (loss) before reclassifications, net of tax (expense) of $(165), $(618) and $(544) (43,479) 1,864 1,912 3,776 (39,703) Net (gain) loss reclassified from accumulated other comprehensive income (loss), net of tax (expense) benefit of $—, $(818) and $5,275 — (2,489) (i) 16,048 (ii) 13,559 13,559 Total other comprehensive income (loss), net of tax effect (iii) (43,479) (625) 17,960 17,335 (26,144) Ending balance as of December 31, 2021 $ 20,232 $ 1,018 $ (4,099) $ (3,081) $ 17,151 (i) The before-tax gain of $629 and $2,678 were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the consolidated statements of operations. (ii) The before-tax loss of $21,323 was included in interest expense on the consolidated statements of operations. (iii) The tax benefit (expense) related to the net gain (loss) reclassified from accumulated other comprehensive income (loss) was included in income tax provision on the consolidated statements of operations. The following table summarizes the changes in accumulated balances for each component of other comprehensive income (loss) for the year ended December 31, 2020, net of taxes (in thousands): Net Unrealized Gain/Loss on Cumulative Foreign Interest Total Cash Total Beginning balance as of December 31, 2019 $ 18,224 $ 232 $ (13,147) $ (12,915) $ 5,309 Other comprehensive income (loss): Other comprehensive income (loss) before reclassifications, net of tax benefit (expense) of $(415), $(290) and $7,933 45,487 893 (24,434) (23,541) 21,946 Net loss reclassified from accumulated other comprehensive income (loss), net of tax benefit of $—, $169 and $5,042 — 518 (i) 15,522 (ii) 16,040 16,040 Total other comprehensive income (loss), net of tax effect (iii) 45,487 1,411 (8,912) (7,501) 37,986 Ending balance as of December 31, 2020 $ 63,711 $ 1,643 $ (22,059) $ (20,416) $ 43,295 (i) The before-tax losses of $(147) and $(540) were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the consolidated statements of operations. (ii) The before-tax loss of $20,564 was included in interest expense on the consolidated statements of operations. (iii) The tax benefit (expense) related to the net gain (loss) reclassified from accumulated other comprehensive income was included in income tax provision on the consolidated statements of operations. The following table summarizes the changes in accumulated balances for each component of other comprehensive income (loss) for the year ended December 31, 2019, net of taxes (in thousands): Net Unrealized Gain/Loss on Cumulative Foreign Interest Total Cash Total Beginning balance as of December 31, 2018 $ 34,717 $ 277 $ (5,173) $ (4,896) $ 29,821 Other comprehensive income (loss): Other comprehensive income (loss) before reclassifications, net of tax benefit (expense) of $(116), $(296) and $3,785 (16,493) 911 (11,623) (10,712) (27,205) Net (gain) loss reclassified from accumulated other comprehensive income (loss), net of tax benefit (expense) of $—, $(311) and $1,187 — (956) (i) 3,649 (ii) 2,693 2,693 Total other comprehensive income (loss), net of tax effect (iii) (16,493) (45) (7,974) (8,019) (24,512) Ending balance as of December 31, 2019 $ 18,224 $ 232 $ (13,147) $ (12,915) $ 5,309 (i) The before-tax gain of $280 and $987 were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the consolidated statements of operations. (ii) The before-tax loss of $4,836 was included in interest expense on the consolidated statements of operations. (iii) The tax benefit (expense) related to the net gain (loss) reclassified from accumulated other comprehensive income was included in income tax provision on the consolidated statements of operations. See Note 5. Fair Value Measurements , Note 13. Derivative Financial Instruments and Note 20. Commitments and Contingencies of the Notes to Consolidated Financial Statements of this Report for a further discussion. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision (benefit) for income taxes consists of the following for the periods indicated (in thousands): Year Ended December 31, 2021 2020 2019 Current tax provision: U.S. federal $ 12,419 $ 25,118 $ 25,320 U.S. state 9,748 7,955 5,494 Non-U.S. 23,564 17,033 16,803 Total current tax provision 45,731 50,106 47,617 Deferred tax benefit: U.S. federal (8,699) (46,101) (57,931) U.S. state (7,429) (14,842) (11,661) Non-U.S. (5,564) (11,484) (1,021) Total deferred tax (benefit) (21,692) (72,427) (70,613) Total provision (benefit) for income taxes $ 24,039 $ (22,321) $ (22,996) The components of income (loss) before income taxes attributable to the U.S. and non-U.S. operations are as follows (in thousands): Year Ended December 31, 2021 2020 2019 U.S. $(120,874) $ (199,087) $ (188,568) Non-U.S. 44,984 8,879 (17,653) Loss before income taxes $(75,890) $ (190,208) $ (206,221) The Company became a tax resident of the United States starting in 2021; therefore, the statutory rate used for purposes of the following reconciliation between the provision (benefit) for income taxes at the statutory tax rate and the total provision (benefit) for income taxes for the year ended December 31, 2021 was 21%. For 2020 and 2019, the Company was a tax resident of Luxembourg; therefore, for those years, the statutory rate was 25%: Year Ended December 31, 2021 2020 2019 Income tax benefit computed at statutory tax rate $ (15,912) $ (47,195) $ (51,152) State taxes, net of federal benefit 750 (5,441) (6,302) Foreign earnings taxed at different rates 2,950 9,859 12,433 Stock-based compensation 1,729 1,023 302 Return to provision true-up 114 9,365 5,390 Research and development tax credits (3,067) (2,259) (3,396) Deferred distribution taxes 2,209 1,881 2,173 Foreign Inclusions 3,144 5,863 4,099 Withholding taxes 5,729 3,586 4,075 IRS audit settlement (4,990) — — Valuation allowance 30,768 1,938 7,751 Other 615 (941) 1,631 Total income tax provision (benefit) $ 24,039 $ (22,321) $ (22,996) The Company’s effective tax benefit was (32)% for the year ended December 31, 2021. The effective tax benefit was higher than the United States statutory rate of 21%, primarily due to establishment of a valuation allowance on its disallowed interest expense deferred tax asset and withholding taxes, partially offset by a benefit from the IRS audit settlement. The Company’s effective tax rates were 12% and 11% for the years ended December 31, 2020 and 2019, respectively. The effective tax rates were lower than the Luxembourg statutory rate of 25%, primarily due to U.S. earnings taxed at lower tax rates under the Tax Cuts and Jobs Acts enacted on December 22, 2017. Significant components of the Company’s deferred tax assets and liabilities are as follow (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: Net operating loss carry forwards $ 21,726 $ 22,009 Tax credit carry forwards 31,910 30,708 Reserves and accrued costs not currently deductible 14,653 17,668 Deferred revenue 76,773 50,945 Unrealized gains or losses 3,591 22,508 Disallowed interest expense 88,204 71,806 Stock-based compensation 9,021 2,039 Lease liability 15,070 16,416 Depreciable assets 173 (532) Other 486 590 Gross deferred tax assets 261,607 234,157 Valuation allowance (128,108) (83,851) Net deferred tax assets 133,499 150,306 Deferred tax liabilities: Deferred distribution tax (8,969) (6,760) Intangible assets (170,482) (213,855) Deferred commissions (32,537) (24,607) Right of use assets (13,102) (14,667) Total deferred tax liabilities (225,090) (259,889) Net deferred tax liabilities $ (91,591) $ (109,583) The Company’s accounting policy is to treat tax on Global Intangible Low-Taxed Income as a current period cost included in tax expense in the year incurred. ASC 740, Income Taxes, provides for the recognition of deferred tax assets if realization of such assets is more likely than not. In assessing the need for any additional valuation allowance for the year ended December 31, 2021, the Company considered all available evidence both positive and negative, legislative developments, 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 year ended December 31, 2021, management believes it is more likely than not that the Company’s deferred tax assets, after recorded valuation allowances for disallowed interest expense, the net California deferred tax assets and operating loss carryforwards in certain non-U.S. jurisdictions, will be realized. The net change during the year in the total valuation allowance is $44.3 million. A reconciliation of the beginning and ending amount of valuation allowances is as follows (in thousands): Valuation allowance on deferred tax assets: Balance at (Charged) Balance at Year ended December 31, 2019 $ (83,543) $ (12,868) $ (96,411) Year ended December 31, 2020 $ (96,411) $ 12,560 $ (83,851) Year ended December 31, 2021 $ (83,851) $ (44,257) $ (128,108) As of December 31, 2021, the Company had U.S. federal and state net operating loss carry forwards of approximately $21.1 million and $5.9 million, respectively. The Company also has U.S. federal foreign tax credit carry forwards of approximately $0.3 million, which will start to expire in 2031, if not utilized. In addition, the Company has California research and development tax credit carry forwards of approximately $54.9 million that do not expire. The utilization of the Company’s U.S. net operating losses is subject to various limitations under Section 382. The Company does not anticipate any expiration of the U.S. net operating loss carry forwards prior to their utilization. As of December 31, 2021, the Company’s non-U.S. subsidiaries had combined net operating loss carry forwards of $130.0 million that can be carried forward indefinitely. The Company believes that it is more likely than not that the benefit from some of these net operating loss carry forwards will not be realized and has provided a full valuation allowance relating to these net operating loss carry forwards. The Company provides for taxes on the undistributed earnings of certain non-U.S. subsidiaries which would be subject to withholding taxes if distributed. Additional U.S. or foreign income tax liabilities may arise upon reversal of certain other outside basis differences in our foreign subsidiaries, although the calculation of such additional taxes is not practicable. Deferred distribution taxes were $9.0 million and $6.8 million for the years ended December 31, 2021 and 2020, respectively. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): December 31, 2021 2020 2019 Beginning balance $ 65,843 $ 62,730 $ 52,260 Additions for tax positions of prior years 237 1,765 7,808 Reductions for tax positions of prior years (2,087) (825) (2,741) Additions based on tax positions related to the current year 4,432 4,332 5,403 Reductions due to lapse of statute of limitations (480) (442) — Reductions due to settlements (24,901) (1,717) — Ending balance $ 43,044 $ 65,843 $ 62,730 The unrecognized tax benefits related to ASC 740, if recognized, would impact the income tax provision by $23.2 million, $37.1 million and $35.5 million as of December 31, 2021, 2020 and 2019, respectively. The Company has elected to include interest and penalties as a component of income tax expenses. Accrued interest and penalties as of December 31, 2021, 2020 and 2019 were approximately $3.7 million, $6.2 million and $3.3 million, respectively. As of December 31, 2021, the gross unrecognized tax benefit was approximately $43.0 million. The Company is unable to estimate the range of possible adjustments to the balance of unrecognized tax benefits within the next 12 months. 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, as a result, we have reduced the unrecognized tax benefit by $24.9 million. As of December 31, 2021, tax years 2017-2021 remain subject to examination in the major tax jurisdictions where the Company operates. 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 December 31, 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 Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share (in thousands): Year Ended December 31, 2021 2020 2019 Net loss $ (99,929) $ (167,887) $ (183,225) Weighted average shares in computing net loss per share (i) Basic and Diluted 250,418 244,331 257,842 Net loss per share attributable to Class A and B-1 common stockholders Basic and Diluted $ (0.40) $ (0.69) $ (0.71) The following potentially dilutive securities were excluded from the computation of diluted net loss per share calculations for the periods presented because the impact of including them would have been anti-dilutive (in thousands): Year Ended December 31, 2021 2020 2019 Stock options outstanding (i) 5,009 2,624 3,689 (i) Amounts for periods prior to the completion of our restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in Note 1 Organization and Description of Business in the Notes to our Consolidated Financial Statements. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsIn conjunction with closing the 2015 Privatization Transaction, the Company entered into an underwriting and monitoring fee arrangement with the Sponsors. During the year ended December 31, 2021 and 2020, the Company incurred monitoring fees of $1.6 million and $2.0 million, respectively. The fees were expensed as general and administrative expenses in the consolidated statements of operations. In September 2016, the Company entered into a license and services agreement with one of its Sponsors. The revenues recorded related to the agreement for the periods indicated below are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Maintenance and professional services revenues $ 44 $ 111 $ 220 During the year ended December 31, 2020, the Company entered into separation agreements with former executives. The Company had an accrual for cash consideration of approximately $7.8 million and $10.7 million as of December 31, 2021 and December 31, 2020. The payable to these executives are included in accrued compensation and related expenses and other liabilities on the consolidated balance sheet. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Long-Term Purchase Obligations As of December 31, 2021, the Company had long-term purchase obligations of approximately $96.3 million, primarily related to multi-year contracts for software as a service. These commitments total approximately $44.2 million, $50.6 million, and $1.5 million, over the next 1 year, 1-3 years, and 3-5 years, respectively. Warranties The Company generally provides assurance type warranties for its software products for a period of three 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. 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 December 31, 2021 and 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | The accompanying consolidated financial statements include those of the Company and its subsidiaries, after elimination of all intercompany accounts and transactions. The Company has prepared the accompanying consolidated financial statements 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”). |
Segment Reporting | The Company manages, monitors and reports its operating results and financial position as a single operating 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 Company’s consolidated financial statements are prepared in accordance with U.S. GAAP, which require management to make certain estimates, judgments, and assumptions. For example, management makes estimates, judgments, and assumptions in determining the fair value of acquired tangible and intangible assets and liabilities assumed during acquisitions, the recoverability of intangible assets and their useful lives, standalone selling price (“SSP”) used in revenue recognition, the fair value of common stock used in calculating stock-based compensation, the number of performance-based stock options that the Company expects to vest, the realizability of deferred tax assets and, uncertain tax positions, the collectability of accounts receivable, and the valuation of contingent consideration related to acquisitions. Management believes the estimates, judgments, and assumptions upon which it relies are reasonable based on information available at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Any material differences between these estimates and actual results will impact the Company’s consolidated financial statements. In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. |
Revenue Recognition, Contract Liabilities, Remaining Performance Obligations from Customer Contracts, and Costs to Obtain a Contract | 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-premises subscription licenses, representing a term license to on-premises software, 3) subscription support, representing support for on-premises 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 ASC 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 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 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-Premises 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-premises 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-premises 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 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-premises subscription license support revenues are generated through the sale of license support contracts sold together with the on-premises 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. 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. Nearly all of our customers elect to renew their maintenance contracts annually. 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 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-premises subscription licenses, and on-premises perpetual licenses, the Company is unable to establish SSP based on observable prices given the products 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-premises subscription licenses, and on-premises 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-premises subscription licenses, and on-premises perpetual licenses. Returns and Material Rights The Company’s agreements do not permit returns, and historically the Company has not had any significant returns or refunds; therefore, the Company has not established a sales return reserve. Some contracts offer price discounts on future purchases. The Company evaluates these options to determine whether they provide a material right to the customer, representing a separate performance obligation. In circumstances involving a material right, revenue is allocated to these rights and deferred; subsequently the revenue is recognized when those future goods or services are transferred, or when the option expires. Generally, such discount mechanisms have not resulted in material rights. Contract balances The timing of revenue recognition, billings, and cash collections results in contract assets (both billed accounts receivable, where the Company has an unconditional right to contract consideration subject only to the passage of time, and unbilled receivables), and contract liabilities (deferred revenue and customer deposit liabilities) on the Company’s accompanying consolidated balance sheets. Costs to obtain a contract include sales commissions earned by the Company’s sales force, as well as payroll taxes and other costs associated with and directly attributable to the contract obtained. These costs are considered incremental and recoverable costs of obtaining a contract, and therefore, are capitalized when certain customer contracts are signed. These costs are recorded as deferred commission expense in the consolidated balance sheets, current and non-current. Sales commissions paid for renewals of customer contracts are not commensurate with the commissions paid for the acquisition of the initial contract given the substantive difference in commission rates in proportion to their respective contract values. Accordingly, sales commissions paid upon the initial acquisition of the contract are amortized over the estimated period of benefit of five years, which may exceed the term of the initial contract. The Company determines the estimated period of benefit based on the duration of relationships with its customers, which includes the expected renewals of customer contracts, customer retention data, its technology development lifecycle, and other factors. The Company amortizes these commissions consistent with the pattern of satisfaction of the performance obligation to which the asset relates. Commissions paid upon multi-year renewal are amortized over the renewal contract term. Amortization expense is included in Sales and Marketing expenses in the consolidated statements of operations. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the estimated period of benefit would have been one year or less. |
Accounts receivable | The timing of revenue recognition may differ from the timing of invoicing customers. Accounts receivables as reported on the accompany consolidated balance sheets, includes the unconditional amounts owed from customers comprising amounts invoiced, net of an allowance for credit loss. 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. |
Business Combinations | The Company applies the provisions of ASC 805, Business Combinations, in accounting for its acquisitions. ASC 805 requires that the Company evaluate whether a transaction pertains to an acquisition of assets, or to an acquisition of a business. A business is defined as an integrated set of assets and activities that is capable of being conducted and managed for the purpose of providing a return to investors. Asset acquisitions are accounted for by allocating the cost of the acquisition to the individual assets and liabilities assumed on a relative fair value basis; whereas the acquisition of a business requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, as well as any contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the business acquisition date, the Company may record adjustments to the value of assets acquired and liabilities assumed as additional information is received that confirms their fair value as the date of acquisition with an offset to goodwill. Upon the conclusion of a business combination measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments to the original acquisition price are recorded in the consolidated statements of operations. Accounting for business combinations requires the Company’s management to make significant estimates and assumptions, including its estimates for intangible assets, contractual obligations assumed, pre-acquisition contingencies and any contingent consideration, where applicable. Although the Company believes that the assumptions and estimates it has made in the past have been reasonable and appropriate, they are based in part on historical experience and information obtained from the management of the acquired companies and are inherently uncertain. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. For a given business acquisition, the Company may identify certain pre-acquisition contingencies as of the acquisition date and may extend its review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether the Company includes these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts. If the Company cannot reasonably determine the fair value of a non-income tax related pre-acquisition contingency by the end of the measurement period, which is generally the case given the nature of such matters, the Company will recognize an asset or a liability for such pre-acquisition contingency if: (1) it is probable that an asset existed, or a liability had been incurred at the acquisition date and (2) the amount of the asset or liability can be reasonably estimated. Subsequent to the measurement period or final determination of the net asset values for the business combination, changes in its estimates of such contingencies will affect earnings and could have a material effect on its results of operations and financial position. In addition, uncertain tax positions and tax related valuation allowances assumed in a business combination are initially estimated as of the acquisition date. The Company reevaluates these items quarterly based upon facts and circumstances that existed as of the acquisition date with any adjustments to its preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the measurement period or its final determination of the valuation allowance or the contingency’s estimated value, whichever comes first, changes to these uncertain tax positions and tax related valuation allowance will affect the Company’s provision for income taxes in its consolidated statement of operations and could have a material impact on its results of operations and financial position. |
Goodwill | The Company tests goodwill for impairment annually during the fourth quarter of each year and whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable in accordance with ASC 350, Intangibles—Goodwill and Other . The Company has one operating segment and reporting unit, and therefore goodwill is tested for impairment at the entity level. |
Impairment or Definite-lived Intangible Assets and other Long-lived Assets | The Company evaluates long-lived assets, which includes amortized intangible assets and tangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of an asset to the future undiscounted cash flows attributable to that asset. The Company measures any amount of impairment based on the difference between the carrying value and the estimated fair value of the impaired asset. |
Stock-based Compensation | The Company accounts for stock-based compensation in accordance with the provisions of ASC 718, Stock Compensation . The Company measures and recognizes compensation expense for all stock-based awards, including stock options, RSUs granted to employees and directors, and stock purchase rights granted under the ESPP to employees, based on the estimated fair value of the awards on the date of grant. The Company grants stock options with only service conditions (“service-based options”) with one year cliff, as well as those with both service and performance or market conditions. The Company uses the Black-Scholes Merton or Monte Carlo model to value the stock options granted under its equity plans. For purchase rights granted under the ESPP, the fair value is estimated using the Black-Scholes Merton model. 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 over an expected term, risk-free interest rate for an expected term, and dividend yield. The fair value of each RSU granted after the Company's IPO is determined by the closing price of the Company's common stock on the date of grant. Compensation expense is recognized for time-based options and RSUs on a straight-line basis over the vesting period. Compensation expense for options containing performance conditions is based on the estimated number of the performance-based stock options expected to vest using the graded vesting attribution method. Compensation expense for options containing market condition vesting criteria is based on the estimated number of the stock options expected to vest on attainment of the condition. Compensation expense is recognized for shares issued pursuant to the ESPP on a straight-line basis over the offering period. The Company recognizes forfeitures as they occur, and cash flows related to excess tax benefits are presented as an operating activity in the accompanying consolidated statements of cash flows. Prior to the IPO, the fair value of the common stock underlying the options had historically been determined by the Company’s Compensation Committee of the Board of Directors given the absence of a public trading market. The Compensation Committee of the Board of Directors determined the fair value of the common stock by considering a number of objective and subjective factors, including: (i) third-party valuations of common stock; (ii) the lack of marketability of the common stock; (iii) the Company's actual operating and financial results; (iv) the Company’s current business conditions and projections; and (v) the likelihood of various potential liquidity events, such as an initial public offering or sale of the Company, given prevailing market conditions. After the IPO, the fair value of the common stock was determined based on the Company’s closing stock price as quoted on the New York Stock Exchange on the grant date. |
Net Loss Per Share Attributable to Class A and Class B-1 Common Stockholders | The Company utilizes the treasury method when calculating basic and diluted net loss per share. 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 holders of Class B-2 common stock have no participating 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$15,000 in the aggregate. As Class B-2 common stock have no participating economic rights, the Company is not required to use the two-class method. Basic net 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 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. |
Cash, Cash Equivalents, Restricted Cash, and Short-Term Investments | The Company considers highly liquid investment securities with maturities of 90 days or less at the date of purchase to be cash equivalents and highly liquid investment securities with maturities of greater than 90 days but less than one year from the date of purchase to be short-term investments. The Company’s cash equivalents and short-term investments include time deposits and money market funds. The Company’s restricted cash is primarily associated with securing credit facilities. |
Fair Value of Financial Instruments | The fair value of the Company’s cash, cash equivalents, short term investments, accounts receivable, and accounts payable approximate their respective carrying amounts due to their short-term maturity. 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 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 two 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. |
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 commercial 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. |
Allowance for Credit Losses | The Company estimates the overall collectability of accounts receivable and other contract assets and provides an allowance for credit losses for those considered uncollectible. The Company makes estimates of expected credit losses by specifically analyzing its accounts receivable and other contract assets based on historical experience, customer concentrations, customer credit-worthiness, the age of the receivable, current economic trends, and changes in its customer payment terms. Accounts receivable deemed uncollectible are charged against the allowance for credit losses when identified. The Company records the expected credit losses in general and administrative expense. |
Income Taxes | The Company uses the liability method of accounting for income taxes in accordance with ASC 740, Income Taxes . Under this method, income tax expense or benefit is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. The measurement of current and deferred tax assets and liabilities is based on provisions of currently enacted tax laws. The effects of future changes in tax laws or rates are not contemplated. A two-step approach is applied pursuant to ASC 740 in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties related to uncertain tax positions in its income tax provision line of its consolidated statements of operations. The Company evaluates the realization of deferred tax assets based on all available evidence, including projected results of operations and the scheduled reversal of temporary differences. The Company establishes a valuation allowance to reduce deferred tax assets when it is more likely than not that they will not be realized. |
Property and Equipment | Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Building, building improvements and site improvements are amortized over the estimated useful life of 25 years, 10-15 years and 15 years, respectively. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the asset, which range from one one |
Debt Issuance Costs | Debt issuance costs are initially deferred and amortized to interest expense using the effective interest method over the expected term of the related debt. Unamortized debt issuance costs related to the dollar and euro term loan facilities are considered long-term and presented as a direct reduction to long-term debt, net in the consolidated balance sheets. Unamortized debt issuance costs related to the revolving facility are also considered long-term and are included in other assets in the consolidated balance sheets. |
Advertising Expenses | Advertising costs are expensed as incurred. |
Foreign Currency Translation | The Company translates the assets and liabilities of its non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange rates in effect at the end of each period. Revenue and expenses for these subsidiaries are translated using rates that approximate those in effect during the period. Gains and losses from these translations are recognized in cumulative translation adjustments included in accumulated other comprehensive income (loss), a component of consolidated stockholders’ equity. Gains or losses related to the remeasurement of certain foreign currency denominated assets and liabilities into their functional currency are recorded in net income (loss), unless such assets or liabilities are designated by management to be of a long-term investment nature, in which case such gains or losses are recorded in consolidated accumulated other comprehensive income (loss), a component of consolidated stockholders’ equity. |
Self-funded health insurance plan | The Company maintains a partially self-funded health insurance plan for its U.S. employees. The Company also maintains a stop-loss insurance policy that limits its losses on a per employee basis. The Company is responsible for estimating its exposure for claims incurred but not paid at the end of each reporting period and uses historical claims data supplied by a third party to estimate its self-funded insurance liability. Actual claims may differ from the Company’s estimates, but such differences have not been material for any period presented. |
Restructuring | Restructuring charges primarily consist of severance, facilities, transition and other related costs. Severance costs generally include severance payments, notice-period payments, outplacement services, health insurance coverage, and relocation costs. Facilities costs generally include estimated variable lease operating expenses and lease termination costs. Transition and other related costs primarily consist of legal costs and consulting charges associated with business process improvements and strategy. One-time employee severance costs are recognized at the time of communication to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. Ongoing employee termination benefits are recognized as a liability when it is probable that a liability exists and the amount is reasonably estimable. Other transactions related costs are recognized as incurred. Restructuring charges are recognized as an operating expense within the consolidated statements of operations and related liabilities are recorded within accrued compensation and related expenses and in accrued liabilities on the consolidated balance sheets. The Company periodically evaluates and, if necessary, adjusts its estimates based on currently available information. |
Leases | The Company amortizes its right-of-use assets, as operating lease expense on a straight-line basis over the lease term and classifies both the lease amortization and imputed interest as rent expense. Additionally, taxes, insurance and maintenance are excluded from minimum lease payments and are included in the determination of lease cost when it is probable that the expense has been incurred and the amount can be reasonably estimated. The Company determines if an arrangement is or contains a lease at contract inception. In certain of its lease arrangements, primarily those related to data center arrangements , judgment is required in determining if a contract contains a lease. For these arrangements, there is judgment in evaluating if the arrangement involves an identified asset that is physically distinct or whether the Company has the right to substantially all of the capacity of an identified asset that is not physically distinct. In arrangements that involve an identified asset, there is also judgment in evaluating if the Company has the right to direct the use of that asset. The Company did not have any finance leases for any periods presented. Operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company generally uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments, because the implicit rate of the lease is generally not known. Right-of-use assets related to its operating lease liabilities are measured at lease inception based on the initial measurement of the lease liability, plus any prepaid lease payments and less any lease incentives. The lease terms that are used in determining its operating lease liabilities at lease inception include options to extend or terminate the leases when it is reasonably certain that the Company will exercise such options. The Company does not separate non-lease components from lease components for all leases. The Company does not recognize right-of-use assets and lease liabilities for short-term leases, which generally have a lease term of 12 months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognizes the lease payments for short-term leases on a straight-line basis over the lease term. In addition, the Company subleases certain of its unoccupied facilities to third parties. Any impairment to the associated right-of-use assets, leasehold improvements, or other assets as a result of a sublease is recognized in the period the sublease is executed and recorded in the consolidated statements of operations. The Company recognizes sublease income on a straight-line basis over the sublease term. |
Leases | The Company amortizes its right-of-use assets, as operating lease expense on a straight-line basis over the lease term and classifies both the lease amortization and imputed interest as rent expense. Additionally, taxes, insurance and maintenance are excluded from minimum lease payments and are included in the determination of lease cost when it is probable that the expense has been incurred and the amount can be reasonably estimated. The Company determines if an arrangement is or contains a lease at contract inception. In certain of its lease arrangements, primarily those related to data center arrangements , judgment is required in determining if a contract contains a lease. For these arrangements, there is judgment in evaluating if the arrangement involves an identified asset that is physically distinct or whether the Company has the right to substantially all of the capacity of an identified asset that is not physically distinct. In arrangements that involve an identified asset, there is also judgment in evaluating if the Company has the right to direct the use of that asset. The Company did not have any finance leases for any periods presented. Operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company generally uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments, because the implicit rate of the lease is generally not known. Right-of-use assets related to its operating lease liabilities are measured at lease inception based on the initial measurement of the lease liability, plus any prepaid lease payments and less any lease incentives. The lease terms that are used in determining its operating lease liabilities at lease inception include options to extend or terminate the leases when it is reasonably certain that the Company will exercise such options. The Company does not separate non-lease components from lease components for all leases. The Company does not recognize right-of-use assets and lease liabilities for short-term leases, which generally have a lease term of 12 months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognizes the lease payments for short-term leases on a straight-line basis over the lease term. In addition, the Company subleases certain of its unoccupied facilities to third parties. Any impairment to the associated right-of-use assets, leasehold improvements, or other assets as a result of a sublease is recognized in the period the sublease is executed and recorded in the consolidated statements of operations. The Company recognizes sublease income on a straight-line basis over the sublease term. |
Derivative Financial Instruments | The Company enters into foreign exchange forward contracts in an attempt to reduce the impact of foreign currency exchange rate fluctuations on forecasted cash flows and expenses and designates these contracts as cash flow hedges at inception. The Company is currently using foreign exchange forward contracts to hedge the anticipated foreign currency expenses of its subsidiary in India denominated in Indian rupee. 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. The Company enters into various interest rate swap agreements to offset the variability of cash flows associated with the floating rate interest payments related to its term loans. All cash flows relating to swaps that are considered to have an other than insignificant financing components at the inception date are included in cash flow from financing activities in the consolidated statements of cash flows. The Company records any change in the fair value of cash flow designated interest rate swaps in other comprehensive income (loss), until the hedged cash flow occurs, at which point any gain (loss) is reclassified into earnings or losses and any change in fair value of non-designated swaps in interest expense. The other comprehensive loss at de-designation is amortized to interest expense over the original hedge period and future gains and losses on the de-designated swap are recognized as interest expense. 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 do not otherwise qualify for hedge accounting treatment and, therefore, 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 Company recognizes derivative assets and derivative liabilities at gross fair values in its consolidated balance sheets. 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 Company presents its derivative assets and derivative liabilities at gross fair values in the 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 December 31, 2021 and 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. |
Recent Accounting Pronouncements Not Yet Adopted | In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("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 or another reference rate expected to be discontinued. The standard is effective beginning on March 12, 2020, and the Company may elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. |
Commitments and Contingencies | Warranties The Company generally provides assurance type warranties for its software products for a period of three 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. 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 December 31, 2021 and 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Long-lived Assets by Geographic Areas | Long-lived assets, comprising property and equipment, net and operating lease right-of-use assets, by geographic area were as follows (in thousands): December 31, 2021 December 31, 2020 United States $ 167,458 $ 178,845 India 33,833 24,333 Ireland 29,146 34,371 Other 21,761 26,979 Total $ 252,198 $ 264,528 |
Revenue, Performance Obligation, Timing of Satisfaction | Performance Obligation When Performance Obligation is Typically Satisfied Subscription: Cloud services and subscription 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-Premises 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 |
Accounts Receivable, Allowance for Credit Loss | The table below details the activity of the allowance, for the years ended December 31, 2021 and 2020 (in thousands): Beginning Balance Provisions for Expected Credit Loss Write-offs, Net of Recoveries Revaluation (i) Ending Balance December 31, 2019 $ 4,168 489 (344) 3 $ 4,316 December 31, 2020 $ 4,316 204 (46) 83 $ 4,557 December 31, 2021 $ 4,557 183 (39) (57) $ 4,644 (i) The amounts represent revaluations on balances denominated in foreign currencies. |
Cash, Cash Equivalents, Restr_2
Cash, Cash Equivalents, Restricted Cash, and Short-Term Investments (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021 and December 31, 2020 (in thousands). There were no marketable securities held at December 31, 2021 and December 31, 2020. December 31, 2021 2020 Cash $ 275,386 $ 201,732 Cash equivalents: Time deposits 979 8,270 Money market funds 180,013 134,002 Total cash equivalents 180,992 142,272 Total cash and cash equivalents $ 456,378 $ 344,004 Restricted cash 1,718 4,217 Total cash, cash equivalents, and restricted cash $ 458,096 $ 348,221 Short-term investments: Time deposits 40,045 18,729 Total short-term investments 40,045 18,729 Total cash, cash equivalents, restricted cash, and short-term investments $ 498,141 $ 366,950 |
Restrictions on Cash and Cash Equivalents | The following table summarizes the Company’s cash, cash equivalents, restricted cash and short-term investments as of December 31, 2021 and December 31, 2020 (in thousands). There were no marketable securities held at December 31, 2021 and December 31, 2020. December 31, 2021 2020 Cash $ 275,386 $ 201,732 Cash equivalents: Time deposits 979 8,270 Money market funds 180,013 134,002 Total cash equivalents 180,992 142,272 Total cash and cash equivalents $ 456,378 $ 344,004 Restricted cash 1,718 4,217 Total cash, cash equivalents, and restricted cash $ 458,096 $ 348,221 Short-term investments: Time deposits 40,045 18,729 Total short-term investments 40,045 18,729 Total cash, cash equivalents, restricted cash, and short-term investments $ 498,141 $ 366,950 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 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) $ 41,024 $ 41,024 $ — $ — Money market funds (ii) 180,013 180,013 — — Total money market funds and time deposits 221,037 221,037 — — Foreign currency derivatives (iii) 1,609 — 1,609 — Total assets $ 222,646 $ 221,037 $ 1,609 $ — Liabilities: Foreign currency derivatives (iv) $ 52 $ — $ 52 $ — Interest rate derivatives (iv) 7,725 — 7,725 — Total liabilities $ 7,777 $ — $ 7,777 $ — 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 consolidated balance sheets. (ii) Included in cash equivalents on the consolidated balance sheets. (iii) Included in prepaid expenses and other current assets, and other assets on the consolidated balance sheets. (iv) Included in accrued liabilities and other liabilities on the consolidated balance sheets. |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The changes in the acquisition-related contingent consideration liability for the years ended December 31, 2021 and 2020 (in thousands): Ending balance as of December 31, 2019 $ 15,752 Accretion and other adjustments 2,147 Payment of contingent consideration (6,500) Additions from new acquisition 505 Ending balance as of December 31, 2020 $ 11,904 Accretion and other adjustments 101 Payment of contingent consideration (12,005) Ending balance as of December 31, 2021 $ — |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The following table summarizes the cost of property and equipment and related accumulated depreciation at December 31, 2021 and 2020 (in thousands, except years): Estimated December 31, 2021 2020 Land N/A $ 40,512 $ 40,512 Buildings 25 years 118,134 118,134 Site improvements 15 years 2,517 2,246 Building improvements 10-15 years 34,252 30,397 Total land and buildings 195,415 191,289 Computer, equipment, and software 1-5 years 110,411 105,625 Furniture and fixtures 3-5 years 17,414 17,585 Leasehold improvements 1-10 years 55,331 57,269 Total property and equipment 378,571 371,768 Less: Accumulated depreciation and amortization (201,162) (178,730) Total property and equipment, net $ 177,409 $ 193,038 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table presents the changes in the carrying amount of the goodwill as of December 31, 2021 and 2020 (in thousands): December 31, 2021 2020 Beginning balance $ 2,419,501 $ 2,361,512 Goodwill from acquisitions — 14,129 Measurement period adjustment 54 419 Foreign currency translation adjustment (38,803) 43,441 Ending balance $ 2,380,752 $ 2,419,501 |
Schedule of Finite-Lived Intangible Assets | The carrying amounts of the intangible assets other than goodwill as of December 31, 2021 and 2020 are as follows (in thousands, except years): Weighted Average December 31, 2021 December 31, 2020 Cost Accumulated Amortization Net Cost Accumulated Net Acquired developed and core technology 6 $ 878,822 $ (823,965) $ 54,857 $ 881,032 $ (750,504) $ 130,528 Other intangible assets: Customer relationships 15 2,163,048 (1,214,492) 948,556 2,173,223 (1,050,709) 1,122,514 Trade names and trademark 7 81,894 (57,852) 24,042 82,510 (49,201) 33,309 Total other intangible assets 2,244,942 (1,272,344) 972,598 2,255,733 (1,099,910) 1,155,823 Total intangible assets subject to amortization 3,123,764 (2,096,309) 1,027,455 3,136,765 (1,850,414) 1,286,351 In-process research and development — — — 800 — 800 Total intangible assets, net $ 3,123,764 $ (2,096,309) $ 1,027,455 $ 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 December 31, 2021 and 2020 are as follows (in thousands, except years): Weighted Average December 31, 2021 December 31, 2020 Cost Accumulated Amortization Net Cost Accumulated Net Acquired developed and core technology 6 $ 878,822 $ (823,965) $ 54,857 $ 881,032 $ (750,504) $ 130,528 Other intangible assets: Customer relationships 15 2,163,048 (1,214,492) 948,556 2,173,223 (1,050,709) 1,122,514 Trade names and trademark 7 81,894 (57,852) 24,042 82,510 (49,201) 33,309 Total other intangible assets 2,244,942 (1,272,344) 972,598 2,255,733 (1,099,910) 1,155,823 Total intangible assets subject to amortization 3,123,764 (2,096,309) 1,027,455 3,136,765 (1,850,414) 1,286,351 In-process research and development — — — 800 — 800 Total intangible assets, net $ 3,123,764 $ (2,096,309) $ 1,027,455 $ 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): Year ended 2021 2020 2019 Cost of revenues $ 73,461 $ 98,458 $ 115,544 Operating expenses 172,434 189,309 208,082 Total amortization of intangible assets $ 245,895 $ 287,767 $ 323,626 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of December 31, 2021, the amortization expense related to identifiable intangible assets in future periods is expected to be as follows (in thousands): Years ending December 31, Acquired Developed and Core Technology Other Intangible Assets (i) Total Intangible Assets 2022 $ 36,716 $ 154,809 $ 191,525 2023 11,875 138,278 150,153 2024 3,501 122,227 125,728 2025 1,626 99,924 101,550 2026 926 87,001 87,927 Thereafter 213 370,359 370,572 Total expected amortization expense $ 54,857 $ 972,598 $ 1,027,455 (i) Other Intangible Assets includes customer relationships, trade names and trademarks. |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Other Current Liabilities | Accrued liabilities as of December 31, 2021 and 2020 consisted of the following (in thousands): Year ended 2021 2020 Accrued taxes $ 29,382 $ 24,541 Derivative liabilities 7,777 13,331 Other 37,604 48,180 Accrued Liabilities $ 74,763 $ 86,052 |
Borrowings (Tables)
Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Long term debt consists of the following (in thousands): Year ended 2021 2020 Dollar term loan $ 1,875,000 $ 2,251,575 Euro term loan — 583,066 Total debt 1,875,000 2,834,641 Less: Discount on term loan (8,671) (11,207) Less: Debt issuance costs (14,858) (21,847) Total debt, net of discount and debt issuance costs 1,851,471 2,801,587 Less: Current portion of long-term debt (14,063) (23,775) Long-term debt $ 1,837,408 $ 2,777,812 |
Schedule of Maturities of Long-term Debt | Future minimum principal payments on the Term Facility as of December 31, 2021 are as follows (in thousands): Years ending December 31, 2022 $ 14,063 2023 18,750 2024 18,750 2025 18,750 2026 18,750 Thereafter 1,785,937 Total $ 1,875,000 |
Disaggregation of Revenue and_2
Disaggregation of Revenue and Costs to Obtain a Contract (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2021, 2020 and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 Revenue: Cloud and subscription support $ 433,001 $ 320,525 $ 237,917 On-Premises subscription license 314,671 273,309 233,790 Subscription 747,672 593,834 471,707 Perpetual license 29,269 63,126 143,392 Software revenue 776,941 656,960 615,099 Maintenance 558,470 560,868 572,095 Professional services 108,644 105,268 119,336 Maintenance and professional services revenue 667,114 666,136 691,431 Total revenues $ 1,444,055 $ 1,323,096 $ 1,306,530 Revenue by geographic location for the years ended December 31, 2021, 2020 and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 North America $ 961,860 $ 886,477 $ 890,873 EMEA 325,583 292,151 272,078 Asia Pacific 122,770 116,863 106,896 Latin America 33,842 27,605 36,683 Total revenues $ 1,444,055 $ 1,323,096 $ 1,306,530 |
Capitalized Contract Cost | The changes in the capitalized costs to obtain a contract for the years ended December 31, 2021 and 2020 (in thousands): Ending balance as of December 31, 2019 $ 117,788 Additions 55,875 Commissions amortized (38,479) Revaluation 1,382 Ending balance as of December 31, 2020 $ 136,566 Additions 90,971 Commissions amortized (48,517) Revaluation (1,560) Ending balance as of December 31, 2021 $ 177,460 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lessee, Operating Lease, Liability, Maturity | Maturities of operating lease liabilities as of December 31, 2021 are presented in the table below (in thousands): Year ending December 31, 2022 $ 22,105 2023 17,967 2024 15,053 2025 10,344 2026 6,888 Thereafter 20,612 Total operating lease payments $ 92,969 Less: imputed interest (11,945) Present value of operating lease liabilities $ 81,024 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | The following table sets forth a summary of restructuring activities since January 1, 2020 through December 31, 2021 (in thousands): Severance (i) Facilities (ii) Transition and (ii) Total Balance as of January 1, 2020 $ — $ — $ — $ — Total charges 14,339 1,730 407 16,476 Cash payments (12,163) (508) (335) (13,006) Balance as of December 31, 2020 $ 2,176 $ 1,222 $ 72 $ 3,470 Total charges (322) 94 228 — Cash payments (1,854) (379) (300) (2,533) Balance as of December 31, 2021 $ — $ 937 $ — $ 937 (i) The balance at December 31, 2021 and December 31, 2020 is recorded in accrued compensation and related expense in the consolidated balance sheets. (ii) The balance at December 31, 2021 and December 31, 2020 is recorded in accrued liabilities in the consolidated balance sheets. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021 and 2020 (in thousands): December 31, 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 $ 1,405 $ 52 $ 2,177 $ — Interest Rate Swaps — 1,992 — 17,566 Non-designated hedging instruments Foreign currency forward contracts 204 — 153 — Interest Rate Swaps — 5,733 1,757 7,170 Total fair value of hedging instruments $ 1,609 $ 7,777 $ 4,087 $ 24,736 (i) Included in prepaid expenses and other current assets, and other assets on the consolidated balance sheets. (ii) Included in accrued liabilities and other liabilities on the 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 consolidated statements of operations for the periods indicated below are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Amount of gain (loss) recognized in other comprehensive income (loss) (i) $ 4,938 $ (31,184) $ (14,201) Amount of gain (loss) related to foreign exchange forward contracts reclassified from accumulated other comprehensive income (loss) into income (ii) $ 3,307 $ (687) $ 1,267 Amount of (loss) related to interest rate swaps reclassified from accumulated other comprehensive loss into income as interest expense $ (21,323) $ (20,564) $ (4,836) (i) The before-tax gain of $2,482, $1,183 and $1,207 related to foreign exchange forward contracts were recognized in other comprehensive income (loss) during the years ended December 31, 2021, 2020 and 2019, respectively. The before-tax gain (loss) of $2,456, $(32,367) and $(15,408) related to interest rate swaps were recognized in other comprehensive income (loss) during the years ended December 31, 2021, 2020 and 2019 respectively. (ii) The before-tax gain (loss) of $629, $(147) and $280 were included in cost of service revenues on the consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019, respectively. The before tax gain (loss) of $2,678, $(540) and $987 were included in operating expenses, primarily research and development expense on the consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019, respectively. |
Derivative Instruments, Gain (Loss) | The pre-tax gain (loss) recognized in other income (expense), net for non-designated foreign currency forward contracts for the periods indicated below are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Gain (loss) recognized in other income (expense), net $ (183) $ (206) $ 1,473 |
Stockholders Equity and Defer_2
Stockholders Equity and Deferred Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Share-based Payment Arrangement, Option, Activity | The following table summarizes the option award activity for the years ended December 31, 2021 and 2020 (in thousands, except share price and term): Number of Options Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Total Service-based Performance-based Outstanding at December 31, 2019 19,925 11,497 8,428 $ 10.36 7.34 $ 96,377 Granted 12,172 10,417 1,755 $ 19.80 $ 2.68 Exercised (1,471) (1,342) (129) $ 10.57 $ 6,538 Forfeited or expired (6,916) (4,109) (2,807) $ 11.55 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 $ 8.20 Exercised (1,276) (1,024) (252) $ 11.83 $ 13,742 Forfeited or expired (2,218) (1,420) (798) $ 15.74 Outstanding at December 31, 2021 25,884 17,768 8,116 $ 16.53 7.36 $ 529,265 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | The following table summarizes RSU activity and related information during the year ended December 31, 2021 under the 2021 Plan (in thousands, except share price): Number of Shares Weighted-Average Grant Date Fair Value Unvested and outstanding as of December 31, 2020 — $ — Granted 7,635 33.02 Vested — — Forfeited (65) 32.98 Unvested and outstanding as of December 31, 2021 7,570 $ 33.02 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair values of the service-based awards granted during the years ended December 31, 2021, 2020 and 2019 were estimated using the following assumptions using the Black-Scholes pricing model: December 31, 2021 2020 2019 Option Awards: Expected term (in years) 3.4 2.9 2.7 Expected volatility 39.4 % 36.4 % 31.0 % Risk-free interest rate 0.4 % 0.3 % 2.0 % Expected dividend rate — % — % — % The following table summarizes the weighted-average assumptions used in estimating the fair value of our performance-based options using the Monte Carlo pricing model: December 31, 2021 2020 Option Awards: Expected term (in years) 1.9 - 2.7 3.4 - 3.9 Expected volatility 40.0% - 45.0% 45.0% Risk-free interest rate 1.2% - 1.5% 0.6% - 0.7% Expected dividend rate —% —% |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions | The following table summarizes the weighted-average assumptions used in estimating the fair value of ESPP for the initial offering period using the Black-Scholes pricing model: December 31, 2021 ESPP: Expected term (in years) 0.3 - 0.9 Expected volatility 27.6% - 32.6% Risk-free interest rate 0.1% Expected dividend rate —% |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The stock-based compensation (excluding deferred compensation) for the periods indicated below are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenues $ 5,528 $ 916 $ 1,724 Research and development 11,114 2,531 4,367 Sales and marketing 12,889 3,035 3,341 General and administrative 15,486 5,562 5,977 Total stock-based compensation $ 45,017 $ 12,044 $ 15,409 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the changes in accumulated balances for each component of other comprehensive income (loss) for the year ended December 31, 2021, net of taxes (in thousands): Net Unrealized Gain/Loss on Cumulative Foreign Currency Interest Rate Swaps Total Cash Flow Hedges Total Beginning balance as of December 31, 2020 $ 63,711 $ 1,643 $ (22,059) $ (20,416) $ 43,295 Other comprehensive income (loss): Other comprehensive income (loss) before reclassifications, net of tax (expense) of $(165), $(618) and $(544) (43,479) 1,864 1,912 3,776 (39,703) Net (gain) loss reclassified from accumulated other comprehensive income (loss), net of tax (expense) benefit of $—, $(818) and $5,275 — (2,489) (i) 16,048 (ii) 13,559 13,559 Total other comprehensive income (loss), net of tax effect (iii) (43,479) (625) 17,960 17,335 (26,144) Ending balance as of December 31, 2021 $ 20,232 $ 1,018 $ (4,099) $ (3,081) $ 17,151 (i) The before-tax gain of $629 and $2,678 were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the consolidated statements of operations. (ii) The before-tax loss of $21,323 was included in interest expense on the consolidated statements of operations. (iii) The tax benefit (expense) related to the net gain (loss) reclassified from accumulated other comprehensive income (loss) was included in income tax provision on the consolidated statements of operations. The following table summarizes the changes in accumulated balances for each component of other comprehensive income (loss) for the year ended December 31, 2020, net of taxes (in thousands): Net Unrealized Gain/Loss on Cumulative Foreign Interest Total Cash Total Beginning balance as of December 31, 2019 $ 18,224 $ 232 $ (13,147) $ (12,915) $ 5,309 Other comprehensive income (loss): Other comprehensive income (loss) before reclassifications, net of tax benefit (expense) of $(415), $(290) and $7,933 45,487 893 (24,434) (23,541) 21,946 Net loss reclassified from accumulated other comprehensive income (loss), net of tax benefit of $—, $169 and $5,042 — 518 (i) 15,522 (ii) 16,040 16,040 Total other comprehensive income (loss), net of tax effect (iii) 45,487 1,411 (8,912) (7,501) 37,986 Ending balance as of December 31, 2020 $ 63,711 $ 1,643 $ (22,059) $ (20,416) $ 43,295 (i) The before-tax losses of $(147) and $(540) were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the consolidated statements of operations. (ii) The before-tax loss of $20,564 was included in interest expense on the consolidated statements of operations. (iii) The tax benefit (expense) related to the net gain (loss) reclassified from accumulated other comprehensive income was included in income tax provision on the consolidated statements of operations. The following table summarizes the changes in accumulated balances for each component of other comprehensive income (loss) for the year ended December 31, 2019, net of taxes (in thousands): Net Unrealized Gain/Loss on Cumulative Foreign Interest Total Cash Total Beginning balance as of December 31, 2018 $ 34,717 $ 277 $ (5,173) $ (4,896) $ 29,821 Other comprehensive income (loss): Other comprehensive income (loss) before reclassifications, net of tax benefit (expense) of $(116), $(296) and $3,785 (16,493) 911 (11,623) (10,712) (27,205) Net (gain) loss reclassified from accumulated other comprehensive income (loss), net of tax benefit (expense) of $—, $(311) and $1,187 — (956) (i) 3,649 (ii) 2,693 2,693 Total other comprehensive income (loss), net of tax effect (iii) (16,493) (45) (7,974) (8,019) (24,512) Ending balance as of December 31, 2019 $ 18,224 $ 232 $ (13,147) $ (12,915) $ 5,309 (i) The before-tax gain of $280 and $987 were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the consolidated statements of operations. (ii) The before-tax loss of $4,836 was included in interest expense on the consolidated statements of operations. (iii) The tax benefit (expense) related to the net gain (loss) reclassified from accumulated other comprehensive income was included in income tax provision on the consolidated statements of operations. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The provision (benefit) for income taxes consists of the following for the periods indicated (in thousands): Year Ended December 31, 2021 2020 2019 Current tax provision: U.S. federal $ 12,419 $ 25,118 $ 25,320 U.S. state 9,748 7,955 5,494 Non-U.S. 23,564 17,033 16,803 Total current tax provision 45,731 50,106 47,617 Deferred tax benefit: U.S. federal (8,699) (46,101) (57,931) U.S. state (7,429) (14,842) (11,661) Non-U.S. (5,564) (11,484) (1,021) Total deferred tax (benefit) (21,692) (72,427) (70,613) Total provision (benefit) for income taxes $ 24,039 $ (22,321) $ (22,996) |
Schedule of Income before Income Tax, Domestic and Foreign | The components of income (loss) before income taxes attributable to the U.S. and non-U.S. operations are as follows (in thousands): Year Ended December 31, 2021 2020 2019 U.S. $(120,874) $ (199,087) $ (188,568) Non-U.S. 44,984 8,879 (17,653) Loss before income taxes $(75,890) $ (190,208) $ (206,221) |
Schedule of Effective Income Tax Rate Reconciliation | Year Ended December 31, 2021 2020 2019 Income tax benefit computed at statutory tax rate $ (15,912) $ (47,195) $ (51,152) State taxes, net of federal benefit 750 (5,441) (6,302) Foreign earnings taxed at different rates 2,950 9,859 12,433 Stock-based compensation 1,729 1,023 302 Return to provision true-up 114 9,365 5,390 Research and development tax credits (3,067) (2,259) (3,396) Deferred distribution taxes 2,209 1,881 2,173 Foreign Inclusions 3,144 5,863 4,099 Withholding taxes 5,729 3,586 4,075 IRS audit settlement (4,990) — — Valuation allowance 30,768 1,938 7,751 Other 615 (941) 1,631 Total income tax provision (benefit) $ 24,039 $ (22,321) $ (22,996) |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follow (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: Net operating loss carry forwards $ 21,726 $ 22,009 Tax credit carry forwards 31,910 30,708 Reserves and accrued costs not currently deductible 14,653 17,668 Deferred revenue 76,773 50,945 Unrealized gains or losses 3,591 22,508 Disallowed interest expense 88,204 71,806 Stock-based compensation 9,021 2,039 Lease liability 15,070 16,416 Depreciable assets 173 (532) Other 486 590 Gross deferred tax assets 261,607 234,157 Valuation allowance (128,108) (83,851) Net deferred tax assets 133,499 150,306 Deferred tax liabilities: Deferred distribution tax (8,969) (6,760) Intangible assets (170,482) (213,855) Deferred commissions (32,537) (24,607) Right of use assets (13,102) (14,667) Total deferred tax liabilities (225,090) (259,889) Net deferred tax liabilities $ (91,591) $ (109,583) |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): December 31, 2021 2020 2019 Beginning balance $ 65,843 $ 62,730 $ 52,260 Additions for tax positions of prior years 237 1,765 7,808 Reductions for tax positions of prior years (2,087) (825) (2,741) Additions based on tax positions related to the current year 4,432 4,332 5,403 Reductions due to lapse of statute of limitations (480) (442) — Reductions due to settlements (24,901) (1,717) — Ending balance $ 43,044 $ 65,843 $ 62,730 |
Summary of Valuation Allowance | A reconciliation of the beginning and ending amount of valuation allowances is as follows (in thousands): Valuation allowance on deferred tax assets: Balance at (Charged) Balance at Year ended December 31, 2019 $ (83,543) $ (12,868) $ (96,411) Year ended December 31, 2020 $ (96,411) $ 12,560 $ (83,851) Year ended December 31, 2021 $ (83,851) $ (44,257) $ (128,108) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2021 2020 2019 Net loss $ (99,929) $ (167,887) $ (183,225) Weighted average shares in computing net loss per share (i) Basic and Diluted 250,418 244,331 257,842 Net loss per share attributable to Class A and B-1 common stockholders Basic and Diluted $ (0.40) $ (0.69) $ (0.71) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities were excluded from the computation of diluted net loss per share calculations for the periods presented because the impact of including them would have been anti-dilutive (in thousands): Year Ended December 31, 2021 2020 2019 Stock options outstanding (i) 5,009 2,624 3,689 (i) Amounts for periods prior to the completion of our restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in Note 1 Organization and Description of Business in the Notes to our Consolidated Financial Statements. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The revenues recorded related to the agreement for the periods indicated below are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Maintenance and professional services revenues $ 44 $ 111 $ 220 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 10, 2021 | Oct. 29, 2021 | Sep. 30, 2021 |
Subsidiary or Equity Method Investee [Line Items] | |||
Stock issued during period, shares, new issues (in shares) | 288,867,682 | ||
IPO | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Sale of stock, gross proceeds on transaction | $ 967.2 | ||
Sale of stock, consideration received on transaction | $ 915.7 | ||
Payments of underwriting discounts and commissions | 51.5 | ||
Payments of stock issuance costs | $ 11.9 | ||
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 | 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) | $ 29 | ||
Class A Common Stock | 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_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021USD ($)segment | Dec. 31, 2021CAD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Revenue from External Customer [Line Items] | ||||
Number of reportable segments | segment | 1 | 1 | ||
Deferred revenue | $ 635,600,000 | $ 554,100,000 | ||
Customer deposits | 6,400,000 | 16,500,000 | ||
Contract liabilities | 642,000,000 | |||
Contract liabilities, current | 613,336,000 | 549,888,000 | ||
Contract liabilities, revenue recognized | 541,200,000 | 523,700,000 | ||
Revenue, remaining performance obligation, amount | $ 1,240,000,000 | |||
Capitalized contract cost, amortization period | 5 years | |||
Number of operating segments | segment | 1 | 1 | ||
Goodwill, impairment loss | $ 0 | 0 | ||
Advertising Expense | 16,700,000 | 6,100,000 | $ 2,700,000 | |
Impairment of long-lived assets | 0 | 0 | ||
Accounts receivable, allowance | $ 4,644,000 | $ 4,557,000 | ||
Buildings | ||||
Revenue from External Customer [Line Items] | ||||
Property, plant and equipment, useful life | 25 years | 25 years | ||
Site improvements | ||||
Revenue from External Customer [Line Items] | ||||
Property, plant and equipment, useful life | 15 years | 15 years | ||
Class B-1 Common Stock | ||||
Revenue from External Customer [Line Items] | ||||
Dividends | $ 15 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | ||||
Revenue from External Customer [Line Items] | ||||
Revenue, remaining performance obligation, percentage | 65.00% | |||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months | |||
Minimum | ||||
Revenue from External Customer [Line Items] | ||||
Subscription license term | 2 years | 2 years | ||
Accounts receivable, payment terms | 30 days | 30 days | ||
Minimum | Building improvements | ||||
Revenue from External Customer [Line Items] | ||||
Property, plant and equipment, useful life | 10 years | 10 years | ||
Minimum | Leasehold improvements | ||||
Revenue from External Customer [Line Items] | ||||
Property, plant and equipment, useful life | 1 year | 1 year | ||
Minimum | Computer, equipment, and software | ||||
Revenue from External Customer [Line Items] | ||||
Property, plant and equipment, useful life | 1 year | 1 year | ||
Minimum | Furniture and fixtures | ||||
Revenue from External Customer [Line Items] | ||||
Property, plant and equipment, useful life | 3 years | 3 years | ||
Minimum | Cloud Services and Subscription Support | ||||
Revenue from External Customer [Line Items] | ||||
Subscription license term | 1 year | 1 year | ||
Minimum | On-Premise Subscription License | ||||
Revenue from External Customer [Line Items] | ||||
Subscription license term | 1 year | 1 year | ||
Maximum | ||||
Revenue from External Customer [Line Items] | ||||
Subscription license term | 3 years | 3 years | ||
Accounts receivable, payment terms | 60 days | 60 days | ||
Maximum | Building improvements | ||||
Revenue from External Customer [Line Items] | ||||
Property, plant and equipment, useful life | 15 years | 15 years | ||
Maximum | Leasehold improvements | ||||
Revenue from External Customer [Line Items] | ||||
Property, plant and equipment, useful life | 10 years | 10 years | ||
Maximum | Computer, equipment, and software | ||||
Revenue from External Customer [Line Items] | ||||
Property, plant and equipment, useful life | 5 years | 5 years | ||
Maximum | Furniture and fixtures | ||||
Revenue from External Customer [Line Items] | ||||
Property, plant and equipment, useful life | 5 years | 5 years | ||
Maximum | Cloud Services and Subscription Support | ||||
Revenue from External Customer [Line Items] | ||||
Subscription license term | 3 years | 3 years | ||
Maximum | On-Premise Subscription License | ||||
Revenue from External Customer [Line Items] | ||||
Subscription license term | 3 years | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Long-lived Assets by Geographic Areas (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | $ 252,198 | $ 264,528 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 167,458 | 178,845 |
India | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 33,833 | 24,333 |
Ireland | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 29,146 | 34,371 |
Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | $ 21,761 | $ 26,979 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Accounts Receivable, Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ 4,557 | $ 4,316 | $ 4,168 |
Provisions for Expected Credit Loss | 183 | 204 | 489 |
Write-offs, Net of Recoveries | (39) | (46) | (344) |
Revaluation | (57) | 83 | 3 |
Ending balance | $ 4,644 | $ 4,557 | $ 4,316 |
Acquisitions (Details)
Acquisitions (Details) - Compact Solutions LLC $ in Millions | Jul. 01, 2020USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Business combination, consideration transferred | $ 21.1 |
Acquired developed and core technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | 8.4 |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 0.8 |
Cash, Cash Equivalents, Restr_3
Cash, Cash Equivalents, Restricted Cash, and Short-Term Investments - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 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, Restricted Cash, and Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and Cash Equivalents [Abstract] | ||||
Cash | $ 275,386 | $ 201,732 | ||
Cash equivalents: | ||||
Time deposits | 979 | 8,270 | ||
Money market funds | 180,013 | 134,002 | ||
Total cash equivalents | 180,992 | 142,272 | ||
Total cash and cash equivalents | 456,378 | 344,004 | ||
Restricted cash | 1,718 | 4,217 | ||
Total cash, cash equivalents, and restricted cash | 458,096 | 348,221 | $ 176,391 | $ 445,263 |
Short-term investments: | ||||
Total short-term investments | 40,045 | 18,729 | ||
Total cash, cash equivalents, restricted cash, and short-term investments | $ 498,141 | $ 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 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Total money market funds and time deposits | $ 221,037 | $ 161,001 |
Total assets | 222,646 | 165,088 |
Liabilities: | ||
Total liabilities | 7,777 | 24,736 |
Foreign currency derivative | ||
Assets: | ||
Derivative assets | 1,609 | 2,330 |
Liabilities: | ||
Derivative liabilities | 52 | |
Interest rate derivatives | ||
Assets: | ||
Derivative assets | 1,757 | |
Liabilities: | ||
Derivative liabilities | 7,725 | 24,736 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total money market funds and time deposits | 221,037 | 161,001 |
Total assets | 221,037 | 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 | |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total money market funds and time deposits | 0 | 0 |
Total assets | 1,609 | 4,087 |
Liabilities: | ||
Total liabilities | 7,777 | 24,736 |
Significant Other Observable Inputs (Level 2) | Foreign currency derivative | ||
Assets: | ||
Derivative assets | 1,609 | 2,330 |
Liabilities: | ||
Derivative liabilities | 52 | |
Significant Other Observable Inputs (Level 2) | Interest rate derivatives | ||
Assets: | ||
Derivative assets | 1,757 | |
Liabilities: | ||
Derivative liabilities | 7,725 | 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 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | |
Significant Unobservable Inputs (Level 3) | Interest rate derivatives | ||
Assets: | ||
Derivative assets | 0 | |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Time deposits | ||
Assets: | ||
Total money market funds and time deposits | 41,024 | 26,999 |
Time deposits | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total money market funds and time deposits | 41,024 | 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 | 180,013 | 134,002 |
Money market funds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total money market funds and time deposits | 180,013 | 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 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Acquisition-related Contingent Consideration (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 11,904 | $ 15,752 |
Accretion and other adjustments | 101 | 2,147 |
Payment of contingent consideration | (12,005) | (6,500) |
Additions from new acquisition | 505 | |
Ending balance | $ 0 | $ 11,904 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property, Plan and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 378,571 | $ 371,768 |
Less: Accumulated depreciation and amortization | (201,162) | (178,730) |
Total property and equipment, net | 177,409 | 193,038 |
Total land and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 195,415 | 191,289 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 40,512 | 40,512 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 25 years | |
Total property and equipment | $ 118,134 | 118,134 |
Site improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 15 years | |
Total property and equipment | $ 2,517 | 2,246 |
Building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 34,252 | 30,397 |
Building improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 10 years | |
Building improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 15 years | |
Computer, equipment, and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 110,411 | 105,625 |
Computer, equipment, and software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 1 year | |
Computer, equipment, and software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 5 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 17,414 | 17,585 |
Furniture and fixtures | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 3 years | |
Furniture and fixtures | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 5 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 55,331 | $ 57,269 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 1 year | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 10 years |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization | $ 24,942 | $ 27,492 | $ 22,772 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 2,419,501 | $ 2,361,512 |
Goodwill from acquisitions | 0 | 14,129 |
Measurement period adjustment | 54 | 419 |
Foreign currency translation adjustment | (38,803) | 43,441 |
Goodwill, ending balance | $ 2,380,752 | $ 2,419,501 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Increase (decrease) in goodwill | $ (38,700) | $ 58,000 | |
Foreign currency translation adjustment | (38,803) | 43,441 | |
Measurement period adjustment | 54 | 419 | |
Amortization of intangible assets and acquired technology | $ 245,895 | $ 287,767 | $ 323,626 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | $ 3,123,764 | $ 3,136,765 |
Accumulated Amortization | (2,096,309) | (1,850,414) |
Finite-lived intangible assets, net, total | 1,027,455 | 1,286,351 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Cost | 3,123,764 | 3,137,565 |
Accumulated Amortization | (2,096,309) | (1,850,414) |
Net | 1,027,455 | 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 | $ 878,822 | 881,032 |
Accumulated Amortization | (823,965) | (750,504) |
Finite-lived intangible assets, net, total | 54,857 | 130,528 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | (823,965) | (750,504) |
Total other intangible assets | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | 2,244,942 | 2,255,733 |
Accumulated Amortization | (1,272,344) | (1,099,910) |
Finite-lived intangible assets, net, total | 972,598 | 1,155,823 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ (1,272,344) | (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 | $ 2,163,048 | 2,173,223 |
Accumulated Amortization | (1,214,492) | (1,050,709) |
Finite-lived intangible assets, net, total | 948,556 | 1,122,514 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | (1,214,492) | (1,050,709) |
Net | $ 948,556 | 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 | $ 81,894 | 82,510 |
Accumulated Amortization | (57,852) | (49,201) |
Finite-lived intangible assets, net, total | 24,042 | 33,309 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ (57,852) | $ (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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization of intangible assets | $ 245,895 | $ 287,767 | $ 323,626 |
Cost of revenues | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization of intangible assets | 73,461 | 98,458 | 115,544 |
Operating expenses | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization of intangible assets | $ 172,434 | $ 189,309 | $ 208,082 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
2022 | $ 191,525 | |
2023 | 150,153 | |
2024 | 125,728 | |
2025 | 101,550 | |
2026 | 87,927 | |
Thereafter | 370,572 | |
Finite-lived intangible assets, net, total | 1,027,455 | $ 1,286,351 |
Acquired developed and core technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
2022 | 36,716 | |
2023 | 11,875 | |
2024 | 3,501 | |
2025 | 1,626 | |
2026 | 926 | |
Thereafter | 213 | |
Finite-lived intangible assets, net, total | 54,857 | 130,528 |
Total other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
2022 | 154,809 | |
2023 | 138,278 | |
2024 | 122,227 | |
2025 | 99,924 | |
2026 | 87,001 | |
Thereafter | 370,359 | |
Finite-lived intangible assets, net, total | $ 972,598 | $ 1,155,823 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued taxes | $ 29,382 | $ 24,541 |
Derivative liabilities | 7,777 | 13,331 |
Other | 37,604 | 48,180 |
Accrued liabilities | $ 74,763 | $ 86,052 |
Borrowings - Schedule of Debt (
Borrowings - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total debt | $ 1,875,000 | $ 2,834,641 |
Less: Discount on term loan | (8,671) | (11,207) |
Less: Debt issuance costs | (14,858) | (21,847) |
Total debt, net of discount and debt issuance costs | 1,851,471 | 2,801,587 |
Less: Current portion of long-term debt | (14,063) | (23,775) |
Long-term debt, net | 1,837,408 | 2,777,812 |
Dollar term loan | Medium-term Notes | ||
Debt Instrument [Line Items] | ||
Total debt | 1,875,000 | 2,251,575 |
Euro term loan | Medium-term Notes | ||
Debt Instrument [Line Items] | ||
Total debt | $ 0 | $ 583,066 |
Borrowings - Narrative (Details
Borrowings - Narrative (Details) € in Millions | Oct. 29, 2021USD ($) | Oct. 29, 2021EUR (€) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jul. 14, 2020USD ($) | Feb. 25, 2020USD ($) | Feb. 25, 2020EUR (€) |
Debt Instrument [Line Items] | ||||||||
Unrealized loss (gain) on remeasurement of debt | $ 29,711,000 | $ (50,552,000) | $ 9,123,000 | |||||
Repayments of long-term debt | 1,373,592,000 | 825,981,000 | 20,186,000 | |||||
Loss on debt refinancing | $ 30,800,000 | 30,882,000 | 37,400,000 | 1,085,000 | ||||
Amortization of debt issuance costs and discounts | 10,500,000 | |||||||
Payment of debt issuance costs | 10,800,000 | 25,545,000 | 32,211,000 | $ 1,353,000 | ||||
Debt instrument, previously deferred debt issuance costs | 18,100,000 | |||||||
Debt instrument, original issue discount | 18,100,000 | |||||||
Long-term debt | $ 1,851,471,000 | 2,801,587,000 | ||||||
Fed Funds Effective Rate Overnight Index Swap Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 0.50% | |||||||
Medium-term Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt, fair value | $ 1,871,500,000 | 2,830,500,000 | ||||||
Debt instrument, quarterly installment, percentage of original principal amount | 0.25% | |||||||
Debt instrument, original issue discount percentage | 0.00125% | |||||||
Line of credit facility, maximum borrowing capacity | $ 476,000,000 | |||||||
Line of credit facility, maximum borrowing capacity, percentage of LTM EBITDA | 100.00% | |||||||
Medium-term Notes | London Interbank Offered Rate (LIBOR) Swap Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 1.00% | |||||||
Medium-term Notes | London Interbank Offered Rate (LIBOR) Swap Rate | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 0.00% | |||||||
Medium-term Notes | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 1.75% | |||||||
Medium-term Notes | Base Rate | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 1.00% | |||||||
Line of Credit | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | 250,000,000 | |||||||
Long-term debt | $ 0 | 0 | ||||||
Debt instrument, covenant, maximum net leverage ratio, aggregate principal amount of letter of credit obligations (more than) | $ 15,000,000 | |||||||
Debt instrument, covenant, maximum net leverage ratio, percent of principal in excess of revolving loan commitments | 35.00% | |||||||
Debt instrument, covenant, maximum net leverage | 6.25 | |||||||
Debt instrument, debt default, principal, additional interest rate | 2.00% | |||||||
Line of Credit | Letter of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt | $ 700,000 | $ 1,400,000 | ||||||
Line of credit facility, maximum borrowing capacity | 30,000,000 | |||||||
Line of Credit | Bridge Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 15,000,000 | |||||||
Line of Credit | Minimum | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.25% | |||||||
Line of Credit | Maximum | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.35% | |||||||
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 | 0.0002% | |||||||
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 | 0.00025% | |||||||
Line of Credit | Base Rate | Minimum | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 0.0001% | |||||||
Line of Credit | Base Rate | Maximum | Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 0.00015% | |||||||
Dollar Term Loan | Medium-term Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | 1,875,000,000 | $ 1,790,000,000 | ||||||
Dollar Term Loan | Medium-term Notes | London Interbank Offered Rate (LIBOR) Swap Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 2.75% | |||||||
Euro Term Loan | Medium-term Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | € | € 480 | |||||||
Repayments of long-term debt | € | € 472.8 | |||||||
Second Lien Term Facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Amortization of debt issuance costs and discounts | 2,300,000 | |||||||
Debt instrument redemption, fee | 9,500,000 | |||||||
Payment of debt issuance costs | 3,700,000 | |||||||
Second Lien Term Facilities | Medium-term Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, face amount | $ 50,000,000 | $ 425,000,000 | ||||||
Repayments of long-term debt | $ 475,000,000 |
Borrowings - Contractual Obliga
Borrowings - Contractual Obligation, Fiscal Year Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 14,063 | |
2023 | 18,750 | |
2024 | 18,750 | |
2025 | 18,750 | |
2026 | 18,750 | |
Thereafter | 1,785,937 | |
Total debt | $ 1,875,000 | $ 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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 1,444,055 | $ 1,323,096 | $ 1,306,530 |
Software revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 776,941 | 656,960 | 615,099 |
Subscription | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 747,672 | 593,834 | 471,707 |
Cloud and subscription support | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 433,001 | 320,525 | 237,917 |
On-Premises subscription license | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 314,671 | 273,309 | 233,790 |
Perpetual license | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 29,269 | 63,126 | 143,392 |
Maintenance and professional services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 667,114 | 666,136 | 691,431 |
Maintenance | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 558,470 | 560,868 | 572,095 |
Professional services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 108,644 | $ 105,268 | $ 119,336 |
Disaggregation of Revenue and_4
Disaggregation of Revenue and Costs to Obtain a Contract - Revenue by Geographic Location (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 1,444,055 | $ 1,323,096 | $ 1,306,530 |
North America | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 961,860 | 886,477 | 890,873 |
EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 325,583 | 292,151 | 272,078 |
Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 122,770 | 116,863 | 106,896 |
Latin America | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 33,842 | $ 27,605 | $ 36,683 |
Disaggregation of Revenue and_5
Disaggregation of Revenue and Costs to Obtain a Contract - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 1,444,055 | $ 1,323,096 | $ 1,306,530 |
Capitalized contract cost, net, current | $ 177,460 | 136,566 | 117,788 |
Capitalized contract costs, expected expense recognition over next twelve months (as a percent) | 31.00% | ||
United States | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 907,800 | 838,400 | 872,700 |
Rest of the World | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 536,300 | $ 484,700 | $ 433,800 |
Disaggregation of Revenue and_6
Disaggregation of Revenue and Costs to Obtain a Contract - Capitalized Contract Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Capitalized Contract Costs [Roll Forward] | ||
Beginning balance | $ 136,566 | $ 117,788 |
Additions | 90,971 | 55,875 |
Commissions amortized | (48,517) | (38,479) |
Revaluation | (1,560) | 1,382 |
Ending balance | $ 177,460 | $ 136,566 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease, expense | $ 21.3 | $ 22.5 | $ 20.6 |
Operating lease, payments | 22.9 | 22.9 | |
Right-of-use asset obtained in exchange for operating lease liability | $ 22.1 | 11.9 | |
Operating lease, weighted average remaining lease term | 6 years 6 months 14 days | ||
Operating lease, weighted average discount rate, percent | 4.56% | ||
Operating lease, lease income | $ 4.5 | $ 4.8 | $ 3 |
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, operating lease, remaining lease term | 13 years | ||
Lessee, operating lease, extension period | 9 years | ||
Lessor, operating lease, term of contract | 4 years | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lessor, operating lease, term of contract | 3 years |
Leases - Lessee, Operating Leas
Leases - Lessee, Operating Lease, Liability, Maturity (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 22,105 |
2023 | 17,967 |
2024 | 15,053 |
2025 | 10,344 |
2026 | 6,888 |
Thereafter | 20,612 |
Total operating lease payments | 92,969 |
Less: imputed interest | (11,945) |
Present value of operating lease liabilities | $ 81,024 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)employee | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and related cost, number of positions eliminated | employee | 300 | ||
Restructuring and related cost, number of positions eliminated, period percent | 6.00% | ||
Total charges | $ 16,400 | $ 0 | $ 16,476 |
Severance | |||
Restructuring Cost and Reserve [Line Items] | |||
Total charges | 14,300 | (322) | 14,339 |
Facility closures | |||
Restructuring Cost and Reserve [Line Items] | |||
Total charges | 1,700 | 94 | 1,730 |
Transition and related costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Total charges | $ 400 | $ 228 | $ 407 |
Restructuring - Schedule of Res
Restructuring - Schedule of Restructuring Reserve by Type of Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve, beginning balance | $ 3,470 | $ 0 | |
Total charges | $ 16,400 | 0 | 16,476 |
Cash payments | (2,533) | (13,006) | |
Restructuring reserve, ending balance | 3,470 | 937 | 3,470 |
Severance | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve, beginning balance | 2,176 | 0 | |
Total charges | 14,300 | (322) | 14,339 |
Cash payments | (1,854) | (12,163) | |
Restructuring reserve, ending balance | 2,176 | 0 | 2,176 |
Facility closures | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve, beginning balance | 1,222 | 0 | |
Total charges | 1,700 | 94 | 1,730 |
Cash payments | (379) | (508) | |
Restructuring reserve, ending balance | 1,222 | 937 | 1,222 |
Transition and related costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve, beginning balance | 72 | 0 | |
Total charges | 400 | 228 | 407 |
Cash payments | (300) | (335) | |
Restructuring reserve, ending balance | $ 72 | $ 0 | $ 72 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)derivative_instrument | Dec. 31, 2020USD ($)derivative_instrument | Nov. 30, 2020derivative_instrument | |
Derivative [Line Items] | |||
Foreign currency cash flow hedge gain (loss) to be reclassified during next 12 months | $ 0.9 | ||
Foreign currency forward contracts | |||
Derivative [Line Items] | |||
Derivative, notional amount | 83.9 | $ 57.9 | |
Interest Rate Swaps | |||
Derivative [Line Items] | |||
Derivative, notional amount | $ 1,300 | $ 1,300 | |
Derivative, number of instruments held | derivative_instrument | 2 | 3 | |
Derivative, number of instruments de-designated | derivative_instrument | 1 | ||
Unrealized gain (loss) on derivatives | $ (4.1) | ||
Interest Rate Swaps | Minimum | |||
Derivative [Line Items] | |||
Derivative, fixed interest rate | 0.695% | 0.695% | |
Interest Rate Swaps | Maximum | |||
Derivative [Line Items] | |||
Derivative, fixed interest rate | 1.525% | 2.439% | |
Hybrid Instrument | |||
Derivative [Line Items] | |||
Derivative liabilities | $ 6.5 | $ 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 | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expenses and Other Current Assets | ||
Derivative [Line Items] | ||
Derivative assets | $ 1,609 | $ 4,087 |
Accrued Liabilities and Other Liabilities | ||
Derivative [Line Items] | ||
Derivative liabilities | 7,777 | 24,736 |
Designated as Hedging Instrument | Foreign currency forward contracts | Prepaid Expenses and Other Current Assets | ||
Derivative [Line Items] | ||
Derivative assets | 1,405 | 2,177 |
Designated as Hedging Instrument | Foreign currency forward contracts | Accrued Liabilities and Other Liabilities | ||
Derivative [Line Items] | ||
Derivative liabilities | 52 | 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 | 1,992 | 17,566 |
Not Designated as Hedging Instrument | Foreign currency forward contracts | Prepaid Expenses and Other Current Assets | ||
Derivative [Line Items] | ||
Derivative assets | 204 | 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 | $ 5,733 | $ 7,170 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain on derivative instruments, pretax | $ 2,678 | $ 987 | ||
Cost of revenues | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain on derivative instruments, pretax | 629 | 280 | ||
Loss on derivative instruments, pretax | $ (147) | |||
Operating expenses | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Loss on derivative instruments, pretax | (540) | |||
Foreign currency forward contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Other comprehensive income (loss), cash flow hedge, gain (loss), before reclassification and tax | 2,482 | 1,183 | 1,207 | |
Interest Rate Swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Other comprehensive income (loss), cash flow hedge, gain (loss), before reclassification and tax | $ 2,456 | (32,367) | (15,408) | |
Designated as Hedging Instrument | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Other comprehensive income (loss), cash flow hedge, gain (loss), before reclassification and tax | 4,938 | (31,184) | (14,201) | |
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 | 3,307 | (687) | 1,267 | |
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 | $ (21,323) | $ (20,564) | $ (4,836) |
Derivative Financial Instrume_6
Derivative Financial Instruments - Derivative Instruments, Gain (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Not Designated as Hedging Instrument | Other Income (Expense), Net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) recognized in other income (expense), net | $ (183) | $ (206) | $ 1,473 |
Stockholders Equity and Defer_3
Stockholders Equity and Deferred Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | Oct. 29, 2021USD ($) | Sep. 30, 2021shares | Jan. 06, 2020USD ($)shares | Dec. 04, 2019USD ($)shares | Oct. 31, 2021$ / sharesshares | Sep. 30, 2021shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021CAD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Nov. 30, 2019USD ($) | |
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 | ||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | ||||||||||
Total stock-based compensation | $ | $ 45,017,000 | $ 12,044,000 | $ 15,409,000 | ||||||||||
Granted (in shares) | 5,668,000 | 5,668,000 | 12,172,000 | ||||||||||
Grants in period, weighted-average grant date fair value (in dollars per share) | $ / shares | $ 8.20 | $ 2.68 | |||||||||||
Weighted average fair value of each share used in the determination of the Company's options (in dollars per share) | $ / shares | $ 21.42 | $ 15.12 | |||||||||||
Fair value of options vested | $ | $ 13,800,000 | $ 4,900,000 | |||||||||||
Number of options vested and exercisable (in shares) | 10,400,000 | ||||||||||||
Options vested and exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 14.6 | ||||||||||||
Options vested and exercisable, aggregate intrinsic value | $ | $ 234,000,000 | ||||||||||||
Options vested and exercisable, weighted average remaining contractual term | 6 years 4 months 2 days | 6 years 4 months 2 days | 5 years 8 months 12 days | ||||||||||
Number of unvested options (in shares) | 15,400,000 | 17,500,000 | 17,500,000 | ||||||||||
Nonvested options, weighted average exercise price (in dollars per share) | $ / shares | $ 5.78 | $ 3.39 | $ 3.39 | ||||||||||
Stock repurchased during period, value | $ | $ 9,318,000 | $ 3,286,000 | 317,275,000 | ||||||||||
Share-based payment arrangement, expense, tax benefit | $ | 5,500,000 | 2,500,000 | 3,500,000 | ||||||||||
Share-based payment arrangement, plan modification, incremental cost | $ | $ 1,300,000 | 15,500,000 | 19,300,000 | ||||||||||
Employee incentive and retention program, authorized amount | $ | $ 60,900,000 | ||||||||||||
Share-based compensation arrangement by share-based payment award, options, vested, number of shares (in shares) | 15,300,000 | 19,600,000 | |||||||||||
Share-based payment arrangement, cash used to settle award | $ | $ 23,100,000 | $ 29,200,000 | |||||||||||
APIC, share-based payment arrangement, recognition and exercise | $ | $ 7,500,000 | $ 9,900,000 | |||||||||||
Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock issued during period, shares, new issues (in shares) | [1] | 33,350,000 | 33,350,000 | ||||||||||
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 | 2,000,000,000 | 300,000,000 | 300,000,000 | ||||||||
Common stock, shares, issued (in shares) | 2,000,000,000 | 234,189,069 | 200,416,654 | 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 | Common Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock repurchased during period, shares (in shares) | [1] | 420,000 | 420,000 | 218,000 | 24,400,000 | ||||||||
Stock repurchased during period, value | $ | [1] | $ 4,000 | $ 2,000 | $ 244,000 | |||||||||
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 | 200,000,000 | 100,000,000 | 100,000,000 | ||||||||
Common stock, shares, issued (in shares) | 200,000,000 | 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 | |||||||||
Dividends | $ | $ 15 | ||||||||||||
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 | 200,000,000 | 100,000,000 | 100,000,000 | ||||||||
Common stock, shares, issued (in shares) | 200,000,000 | 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 | |||||||||
Preferred Stock | |||||||||||||
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 | ||||||||||||
2015 Stock Plan | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares) | 34,065,509 | 34,065,509 | |||||||||||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | 10 years | |||||||||||
2021 Stock Plan | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, capital shares reserved for future issuance (in shares) | 32,858,200 | ||||||||||||
CAGR Options | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Total stock-based compensation | $ | $ 12,800,000 | ||||||||||||
MOIC Options | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Total stock-based compensation | $ | $ 15,700,000 | ||||||||||||
Service Based | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Granted (in shares) | 3,749,000 | 3,749,000 | 10,417,000 | ||||||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | $ 30,300,000 | ||||||||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 3 years 9 months 7 days | 3 years 9 months 7 days | |||||||||||
Performance Based | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Total stock-based compensation | $ | $ 18,100,000 | ||||||||||||
Granted (in shares) | 1,919,000 | 1,919,000 | 1,755,000 | ||||||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | $ 24,300,000 | ||||||||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 1 year 10 months 28 days | 1 year 10 months 28 days | |||||||||||
Service And Performance Based Share Options | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Total stock-based compensation | $ | $ 1,200,000 | $ 1,200,000 | |||||||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | $ 14,100,000 | ||||||||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 3 years 8 months 1 day | 3 years 8 months 1 day | |||||||||||
Restricted Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Total stock-based compensation | $ | $ 7,300,000 | ||||||||||||
Award vesting period | 4 years | 4 years | |||||||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | $ 241,500,000 | ||||||||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 3 years 10 months 9 days | 3 years 10 months 9 days | |||||||||||
Awards vested | 0 | 0 | |||||||||||
Employee Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, capital shares reserved for future issuance (in shares) | 5,476,400 | ||||||||||||
Total stock-based compensation | $ | $ 2,200,000 | ||||||||||||
Share-based compensation arrangement by share-based payment award, consecutive offering period | 12 months | ||||||||||||
Share-based compensation arrangement by share-based payment award, percentage of market price, purchase date | 85.00% | ||||||||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | 8,300,000 | ||||||||||||
Liability Classified Equity Awards | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Total stock-based compensation | $ | $ 800,000 | ||||||||||||
[1] | Amounts for periods prior to the completion of our restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in Note 1 Organization and Description of Business in the Notes to our Consolidated Financial Statements. |
Stockholders Equity and Defer_4
Stockholders Equity and Deferred Compensation - Share-based Payment Arrangement, Option, Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Options | |||
Beginning balance (in shares) | 23,710 | 19,925 | |
Granted (in shares) | 5,668 | 12,172 | |
Exercised (in shares) | (1,276) | (1,471) | |
Forfeitures and expirations (in shares) | (2,218) | (6,916) | |
Ending balance (in shares) | 25,884 | 23,710 | 19,925 |
Weighted-Average Exercise Price | |||
Beginning balance (in dollars per share) | $ 14.85 | $ 10.36 | |
Granted (in dollars per share) | 22.20 | 19.80 | |
Exercised (in dollars per share) | 11.83 | 10.57 | |
Forfeitures and expirations (in dollars per share) | 15.74 | 11.55 | |
Ending balance (in dollars per share) | 16.53 | 14.85 | $ 10.36 |
Grants in period, weighted-average grant date fair value (in dollars per share) | $ 8.20 | $ 2.68 | |
Weighted- Average Remaining Contractual Term (in years) | 7 years 4 months 9 days | 7 years 10 months 2 days | 7 years 4 months 2 days |
Aggregate Intrinsic Value (in thousands) | |||
Outstanding | $ 529,265 | $ 83,364 | $ 96,377 |
Exercised | $ 13,742 | $ 6,538 | |
Service Based | |||
Number of Options | |||
Beginning balance (in shares) | 16,463 | 11,497 | |
Granted (in shares) | 3,749 | 10,417 | |
Exercised (in shares) | (1,024) | (1,342) | |
Forfeitures and expirations (in shares) | (1,420) | (4,109) | |
Ending balance (in shares) | 17,768 | 16,463 | 11,497 |
Performance Based | |||
Number of Options | |||
Beginning balance (in shares) | 7,247 | 8,428 | |
Granted (in shares) | 1,919 | 1,755 | |
Exercised (in shares) | (252) | (129) | |
Forfeitures and expirations (in shares) | (798) | (2,807) | |
Ending balance (in shares) | 8,116 | 7,247 | 8,428 |
Stockholders Equity and Defer_5
Stockholders Equity and Deferred Compensation - Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity (Details) - Restricted Stock | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number of Shares | |
Unvested and outstanding, beginning balance (in shares) | shares | 0 |
Granted (in shares) | shares | 7,635,000 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | (65,000) |
Unvested and outstanding, ending balance (in shares) | shares | 7,570,000 |
Weighted-Average Grant Date Fair Value | |
Unvested and outstanding, beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 33.02 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 32.98 |
Unvested and outstanding, ending balance (in dollars per share) | $ / shares | $ 33.02 |
Stockholders Equity and Defer_6
Stockholders Equity and Deferred Compensation - Summary of Valuation Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Service Based | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 3 years 4 months 24 days | 2 years 10 months 24 days | 2 years 8 months 12 days |
Expected volatility | 39.40% | 36.40% | 31.00% |
Risk-free interest rate | 0.40% | 0.30% | 2.00% |
Expected dividend rate | 0.00% | 0.00% | 0.00% |
Performance Based | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, minimum | 40.00% | ||
Expected volatility, maximum | 45.00% | ||
Expected volatility | 45.00% | ||
Risk-free interest rate, minimum | 1.20% | 0.60% | |
Risk-free interest rate, maximum | 1.50% | 0.70% | |
Expected dividend rate | 0.00% | 0.00% | |
Performance Based | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 1 year 10 months 24 days | 3 years 4 months 24 days | |
Performance Based | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 2 years 8 months 12 days | 3 years 10 months 24 days | |
Employee Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, minimum | 27.60% | ||
Expected volatility, maximum | 32.60% | ||
Risk-free interest rate | 0.10% | ||
Expected dividend rate | 0.00% | ||
Employee Stock | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 3 months 18 days | ||
Employee Stock | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 10 months 24 days |
Stockholders Equity and Defer_7
Stockholders Equity and Deferred Compensation - Share-based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class of Stock [Line Items] | |||
Total stock-based compensation | $ 45,017 | $ 12,044 | $ 15,409 |
Cost of revenues | |||
Class of Stock [Line Items] | |||
Total stock-based compensation | 5,528 | 916 | 1,724 |
Research and development | |||
Class of Stock [Line Items] | |||
Total stock-based compensation | 11,114 | 2,531 | 4,367 |
Sales and marketing | |||
Class of Stock [Line Items] | |||
Total stock-based compensation | 12,889 | 3,035 | 3,341 |
General and administrative | |||
Class of Stock [Line Items] | |||
Total stock-based compensation | $ 15,486 | $ 5,562 | $ 5,977 |
Employee 401(K) Plan (Details)
Employee 401(K) Plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Defined contribution plan, maximum annual contributions per employee, percent | 50.00% | ||
Defined contribution plan, employer matching contribution, percent of match | 50.00% | ||
Defined contribution plan, employer matching contribution, annual match amount | $ 6,000 | ||
Defined contribution plan, employers matching contribution, annual vesting percentage | 100.00% | ||
Defined contribution plan, employers matching contribution, vesting period for employees hired after January 1, 2017 | 4 years | ||
Defined contribution plan, cost | $ 9,600,000 | $ 10,000,000 | $ 9,900,000 |
Defined contribution plan, employer discretionary contribution amount | $ 0 | $ 0 | $ 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning Balance | $ 1,166,587 | $ 1,294,933 | $ 1,807,496 |
Other comprehensive income (loss): | |||
Other comprehensive income (loss) before reclassifications, net of tax (expense) of $(165), $(618) and $(544) | (39,703) | 21,946 | (27,205) |
Net (gain) loss reclassified from accumulated other comprehensive income (loss), net of tax (expense) benefit of $—, $(818) and $5,275 | 13,559 | 16,040 | 2,693 |
Total other comprehensive income (loss), net of tax effect | (26,144) | 37,986 | (24,512) |
Ending Balance | 1,983,676 | 1,166,587 | 1,294,933 |
Total | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning Balance | 43,295 | 5,309 | 29,821 |
Other comprehensive income (loss): | |||
Total other comprehensive income (loss), net of tax effect | (26,144) | 37,986 | (24,512) |
Ending Balance | 17,151 | 43,295 | 5,309 |
Accumulated Foreign Currency Adjustment Attributable to Parent | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning Balance | 63,711 | 18,224 | 34,717 |
Other comprehensive income (loss): | |||
Other Comprehensive Income (Loss) before Reclassifications, Tax | (165) | (415) | (116) |
Other comprehensive income (loss) before reclassifications, net of tax (expense) of $(165), $(618) and $(544) | (43,479) | 45,487 | (16,493) |
Reclassification from AOCI, Current Period, Tax | 0 | 0 | 0 |
Net (gain) loss reclassified from accumulated other comprehensive income (loss), net of tax (expense) benefit of $—, $(818) and $5,275 | 0 | 0 | 0 |
Total other comprehensive income (loss), net of tax effect | (43,479) | 45,487 | (16,493) |
Ending Balance | 20,232 | 63,711 | 18,224 |
Accumulated Foreign Currency Adjustment Attributable to Parent | Cash Flow Hedging | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning Balance | 1,643 | 232 | 277 |
Other comprehensive income (loss): | |||
Other Comprehensive Income (Loss) before Reclassifications, Tax | (618) | (290) | (296) |
Other comprehensive income (loss) before reclassifications, net of tax (expense) of $(165), $(618) and $(544) | 1,864 | 893 | 911 |
Reclassification from AOCI, Current Period, Tax | (818) | 169 | (311) |
Net (gain) loss reclassified from accumulated other comprehensive income (loss), net of tax (expense) benefit of $—, $(818) and $5,275 | (2,489) | 518 | (956) |
Total other comprehensive income (loss), net of tax effect | (625) | 1,411 | (45) |
Ending Balance | 1,018 | 1,643 | 232 |
Accumulated Foreign Currency Adjustment Attributable to Parent | Cash Flow Hedging | Cost of revenues | |||
Other comprehensive income (loss): | |||
Reclassification from AOCI, current period, before tax, attributable to parent | 629 | (147) | 280 |
Accumulated Foreign Currency Adjustment Attributable to Parent | Cash Flow Hedging | Research and development | |||
Other comprehensive income (loss): | |||
Reclassification from AOCI, current period, before tax, attributable to parent | 2,678 | (540) | 987 |
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent | Cash Flow Hedging | Interest Rate Swaps | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning Balance | (22,059) | (13,147) | (5,173) |
Other comprehensive income (loss): | |||
Other Comprehensive Income (Loss) before Reclassifications, Tax | (544) | 7,933 | 3,785 |
Other comprehensive income (loss) before reclassifications, net of tax (expense) of $(165), $(618) and $(544) | 1,912 | (24,434) | (11,623) |
Reclassification from AOCI, Current Period, Tax | 5,275 | 5,042 | 1,187 |
Net (gain) loss reclassified from accumulated other comprehensive income (loss), net of tax (expense) benefit of $—, $(818) and $5,275 | 16,048 | 15,522 | 3,649 |
Total other comprehensive income (loss), net of tax effect | 17,960 | (8,912) | (7,974) |
Ending Balance | (4,099) | (22,059) | (13,147) |
Reclassification from AOCI, current period, before tax, attributable to parent | (21,323) | (20,564) | (4,836) |
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent | Cash Flow Hedging | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning Balance | (20,416) | (12,915) | (4,896) |
Other comprehensive income (loss): | |||
Other comprehensive income (loss) before reclassifications, net of tax (expense) of $(165), $(618) and $(544) | 3,776 | (23,541) | (10,712) |
Net (gain) loss reclassified from accumulated other comprehensive income (loss), net of tax (expense) benefit of $—, $(818) and $5,275 | 13,559 | 16,040 | 2,693 |
Total other comprehensive income (loss), net of tax effect | 17,335 | (7,501) | (8,019) |
Ending Balance | $ (3,081) | $ (20,416) | $ (12,915) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current tax provision: | |||
U.S. federal | $ 12,419 | $ 25,118 | $ 25,320 |
U.S. state | 9,748 | 7,955 | 5,494 |
Non-U.S. | 23,564 | 17,033 | 16,803 |
Total current tax provision | 45,731 | 50,106 | 47,617 |
Deferred tax benefit: | |||
U.S. federal | (8,699) | (46,101) | (57,931) |
U.S. state | (7,429) | (14,842) | (11,661) |
Non-U.S. | (5,564) | (11,484) | (1,021) |
Total deferred tax (benefit) | (21,692) | (72,427) | (70,613) |
Total provision (benefit) for income taxes | $ 24,039 | $ (22,321) | $ (22,996) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (120,874) | $ (199,087) | $ (188,568) |
Non-U.S. | 44,984 | 8,879 | (17,653) |
Loss before income taxes | $ (75,890) | $ (190,208) | $ (206,221) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit computed at statutory tax rate | $ (15,912) | $ (47,195) | $ (51,152) |
State taxes, net of federal benefit | 750 | (5,441) | (6,302) |
Foreign earnings taxed at different rates | 2,950 | 9,859 | 12,433 |
Stock-based compensation | 1,729 | 1,023 | 302 |
Return to provision true-up | 114 | 9,365 | 5,390 |
Research and development tax credits | (3,067) | (2,259) | (3,396) |
Deferred distribution taxes | 2,209 | 1,881 | 2,173 |
Foreign Inclusions | 3,144 | 5,863 | 4,099 |
Withholding taxes | 5,729 | 3,586 | 4,075 |
IRS audit settlement | (4,990) | 0 | 0 |
Valuation allowance | 30,768 | 1,938 | 7,751 |
Other | 615 | (941) | 1,631 |
Income tax (benefit) expense | $ 24,039 | $ (22,321) | $ (22,996) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||||
Effective income tax rate reconciliation, percent | (32.00%) | 12.00% | 11.00% | |
Valuation allowance, deferred tax asset, increase (decrease), amount | $ 44,257 | $ (12,560) | $ 12,868 | |
Deferred tax liabilities, deferred distribution tax | 8,969 | 6,760 | ||
Unrecognized tax benefits that would impact the income tax provision | 23,200 | 37,100 | 35,500 | |
Accrued interest and penalties | 3,700 | 6,200 | 3,300 | |
Gross unrecognized tax benefit | 43,044 | 65,843 | 62,730 | $ 52,260 |
Unrecognized tax benefits, decrease resulting from settlements with taxing authorities | 24,901 | $ 1,717 | $ 0 | |
Subsidiaries | Rest of the World | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 130,000 | |||
Research Tax Credit Carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credit carryforward, amount | 54,900 | |||
Domestic Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 21,100 | |||
Tax credit carryforward, amount | 300 | |||
State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 5,900 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||||
Net operating loss carry forwards | $ 21,726 | $ 22,009 | ||
Tax credit carry forwards | 31,910 | 30,708 | ||
Reserves and accrued costs not currently deductible | 14,653 | 17,668 | ||
Deferred revenue | 76,773 | 50,945 | ||
Unrealized gains or losses | 3,591 | 22,508 | ||
Disallowed interest expense | 88,204 | 71,806 | ||
Stock-based compensation | 9,021 | 2,039 | ||
Lease liability | 15,070 | 16,416 | ||
Depreciable assets | 173 | (532) | ||
Other | 486 | 590 | ||
Gross deferred tax assets | 261,607 | 234,157 | ||
Valuation allowance | (128,108) | (83,851) | $ (96,411) | $ (83,543) |
Net deferred tax assets | 133,499 | 150,306 | ||
Deferred tax liabilities: | ||||
Deferred distribution tax | (8,969) | (6,760) | ||
Intangible assets | (170,482) | (213,855) | ||
Deferred commissions | (32,537) | (24,607) | ||
Right of use assets | (13,102) | (14,667) | ||
Total deferred tax liabilities | (225,090) | (259,889) | ||
Net deferred tax liabilities | $ (91,591) | $ (109,583) |
Income Taxes - Summary of Valua
Income Taxes - Summary of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred Tax Assets, Valuation Allowance [Roll Forward] | |||
Balance at Beginning of Period | $ (83,851) | $ (96,411) | $ (83,543) |
(Charged) Credited to Expenses / Other | (44,257) | 12,560 | (12,868) |
Balance at End of Period | $ (128,108) | $ (83,851) | $ (96,411) |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 65,843 | $ 62,730 | $ 52,260 |
Additions for tax positions of prior years | 237 | 1,765 | 7,808 |
Reductions for tax positions of prior years | (2,087) | (825) | (2,741) |
Additions based on tax positions related to the current year | 4,432 | 4,332 | 5,403 |
Reductions due to lapse of statute of limitations | (480) | (442) | 0 |
Reductions due to settlements | (24,901) | (1,717) | 0 |
Ending balance | $ 43,044 | $ 65,843 | $ 62,730 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Earnings Per Share [Abstract] | ||||
Net loss | $ (99,929) | $ (167,887) | $ (183,225) | |
Weighted average shares in computing net loss per share(i) | ||||
Basic (in shares) | [1] | 250,417,855 | 244,331,341 | 257,842,350 |
Diluted (in shares) | [1] | 250,417,855 | 244,331,341 | 257,842,350 |
Net loss per share attributable to Class A and B-1 common stockholders | ||||
Basic (in dollars per share) | [1] | $ (0.40) | $ (0.69) | $ (0.71) |
Diluted (in dollars per share) | [1] | $ (0.40) | $ (0.69) | $ (0.71) |
[1] | Amounts for periods prior to the completion of our restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in Note 1 Organization and Description of Business in the Notes to our Consolidated Financial Statements. |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Dilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options outstanding (in shares) | 5,009 | 2,624 | 3,689 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Affiliated Entity | ||
Related Party Transaction [Line Items] | ||
Related party transaction, expenses from transactions with related party | $ 1.6 | $ 2 |
Management | Former Executive Officer | ||
Related Party Transaction [Line Items] | ||
Due to related parties, current | $ 7.8 | $ 10.7 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Affiliated Entity | Maintenance and professional services | |||
Related Party Transaction [Line Items] | |||
Maintenance and professional services revenues | $ 44 | $ 111 | $ 220 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Product Warranty Liability [Line Items] | |
Purchase obligation | $ 96.3 |
Purchase obligation, to be paid, year one | 44.2 |
Purchase obligation, to be paid, year two and three | 50.6 |
Purchase obligation, to be paid, year four and five | $ 1.5 |
Minimum | |
Product Warranty Liability [Line Items] | |
Product warranty, term | 3 months |
Maximum | |
Product Warranty Liability [Line Items] | |
Product warranty, term | 6 months |