Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 02, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-40936 | |
Entity Registrant Name | Informatica Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 61-1999534 | |
Entity Address, Address Line One | 2100 Seaport Boulevard | |
Entity Address, City or Town | Redwood City | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94063 | |
City Area Code | (650) | |
Local Phone Number | 385-5000 | |
Title of 12(b) Security | Class A Common Stock, $0.01 par value per share | |
Trading Symbol | INFA | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001868778 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 238,993,584 | |
Class B-1 Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 44,049,523 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 499,863 | $ 456,378 |
Short-term investments | 147,785 | 40,045 |
Accounts receivable, net of allowances of $3,127 and $4,644, respectively | 254,168 | 432,266 |
Contract assets, net | 118,094 | 109,269 |
Prepaid expenses and other current assets | 112,271 | 133,832 |
Total current assets | 1,132,181 | 1,171,790 |
Restricted cash | 0 | 1,718 |
Property and equipment, net | 161,502 | 177,409 |
Operating lease right-of-use-assets | 60,702 | 74,789 |
Goodwill | 2,297,381 | 2,380,752 |
Deferred tax assets | 9,537 | 13,196 |
Other assets | 131,372 | 139,154 |
Total assets | 4,657,598 | 4,986,263 |
Current liabilities: | ||
Accounts payable | 22,380 | 41,755 |
Accrued liabilities | 51,093 | 74,763 |
Accrued compensation and related expenses | 100,112 | 171,978 |
Current operating lease liabilities | 16,000 | 18,505 |
Current portion of long-term debt | 18,750 | 14,063 |
Income taxes payable | 5,203 | 7,211 |
Contract liabilities | 522,914 | 613,336 |
Total current liabilities | 736,452 | 941,611 |
Long-term operating lease liabilities | 49,891 | 62,519 |
Long-term contract liabilities | 19,609 | 28,651 |
Long-term debt, net | 1,825,701 | 1,837,408 |
Deferred tax liabilities | 19,087 | 104,788 |
Long-term income taxes payable | 32,664 | 23,833 |
Other liabilities | 4,005 | 3,777 |
Total liabilities | 2,687,409 | 3,002,587 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity: | ||
Additional paid-in-capital | 3,242,107 | 3,093,232 |
Accumulated other comprehensive (loss) income | (95,940) | 17,151 |
Accumulated deficit | (1,178,808) | (1,129,490) |
Total stockholders’ equity | 1,970,189 | 1,983,676 |
Total liabilities and stockholders’ equity | 4,657,598 | 4,986,263 |
Customer relationships | ||
Current assets: | ||
Intangible assets, net | 822,159 | 948,556 |
Trademarks and Trade Names and Developed Technology Rights | ||
Current assets: | ||
Intangible assets, net | 42,764 | 78,899 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock, value, issued | 2,390 | 2,343 |
Class B-1 Common Stock | ||
Stockholders’ equity: | ||
Common stock, value, issued | 440 | 440 |
Class B-2 Common Stock | ||
Stockholders’ equity: | ||
Common stock, value, issued | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts receivable, allowance | $ 3,127 | $ 4,644 |
Class A Common Stock | ||
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Common stock, shares, issued (in shares) | 238,957,224 | 234,189,069 |
Common stock, shares, outstanding (in shares) | 238,957,224 | 234,189,069 |
Class B-1 Common Stock | ||
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares, issued (in shares) | 44,049,523 | 44,049,523 |
Common stock, shares, outstanding (in shares) | 44,049,523 | 44,049,523 |
Class B-2 Common Stock | ||
Common stock, par value per share (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares, issued (in shares) | 44,049,523 | 44,049,523 |
Common stock, shares, outstanding (in shares) | 44,049,523 | 44,049,523 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Revenues: | |||||
Total revenues | $ 371,951 | $ 361,807 | $ 1,106,337 | $ 1,037,345 | |
Cost of revenues: | |||||
Amortization of acquired technology | 8,703 | 18,353 | 26,776 | 55,448 | |
Total cost of revenues | 87,191 | 80,582 | 257,399 | 237,213 | |
Gross profit | 284,760 | 281,225 | 848,938 | 800,132 | |
Operating expenses: | |||||
Research and development | 80,403 | 63,079 | 239,590 | 186,910 | |
Sales and marketing | 132,282 | 116,761 | 404,831 | 337,699 | |
General and administrative | 31,255 | 29,631 | 92,461 | 84,937 | |
Amortization of intangible assets | 38,231 | 43,097 | 115,351 | 129,483 | |
Total operating expenses | 282,171 | 252,568 | 852,233 | 739,029 | |
Income (loss) from operations | 2,589 | 28,657 | (3,295) | 61,103 | |
Interest income | 2,813 | 311 | 4,308 | 845 | |
Interest expense | (22,185) | (36,423) | (51,570) | (108,606) | |
Other income, net | 3,963 | 13,965 | 12,020 | 28,744 | |
(Loss) income before income taxes | (12,820) | 6,510 | (38,537) | (17,914) | |
Income tax expense | 2,782 | 3,783 | 10,757 | 15,683 | |
Net (loss) income | $ (15,602) | $ 2,727 | $ (49,294) | $ (33,597) | |
Net (loss) income per share attributable to Class A and Class B-1 common stockholders | |||||
Basic (in dollars per share) | [1] | $ (0.06) | $ 0.01 | $ (0.18) | $ (0.14) |
Diluted (in dollars per share) | [1] | $ (0.06) | $ 0.01 | $ (0.18) | $ (0.14) |
Weighted-average shares used in computing net (loss) income per share | |||||
Basic (in shares) | [1] | 281,859 | 244,689 | 280,361 | 244,670 |
Diluted (in shares) | [1] | 281,859 | 249,311 | 280,361 | 244,670 |
Software revenue | |||||
Revenues: | |||||
Total revenues | $ 215,217 | $ 196,536 | $ 624,979 | $ 537,040 | |
Cost of revenues: | |||||
Cost of revenues: | 27,839 | 21,914 | 78,049 | 61,168 | |
Subscriptions | |||||
Revenues: | |||||
Total revenues | 214,009 | 193,690 | 618,799 | 517,955 | |
Cost of revenues: | |||||
Cost of revenues: | 27,692 | 20,801 | 77,573 | 57,868 | |
Perpetual license | |||||
Revenues: | |||||
Total revenues | 1,208 | 2,846 | 6,180 | 19,085 | |
Cost of revenues: | |||||
Cost of revenues: | 147 | 1,113 | 476 | 3,300 | |
Maintenance and professional services | |||||
Revenues: | |||||
Total revenues | 156,734 | 165,271 | 481,358 | 500,305 | |
Cost of revenues: | |||||
Cost of revenues: | $ 50,649 | $ 40,315 | $ 152,574 | $ 120,597 | |
[1] Amounts for periods prior to the completion of the restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in Note 1 Organization and Description of Business in the Notes to our Condensed Consolidated Financial Statements. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (15,602) | $ 2,727 | $ (49,294) | $ (33,597) |
Other comprehensive loss, net of taxes: | ||||
Change in foreign currency translation adjustment, net of tax benefit (expense) of $483, $138, $619 and $(120) | (49,789) | (17,943) | (116,699) | (34,890) |
Available-for-sale debt securities: | ||||
Change in unrealized (loss), net of tax benefit of $57, $0, $57 and $0 | (173) | 0 | (173) | 0 |
Cash flow hedges: | ||||
Change in unrealized (loss) gain, net of tax benefit (expense) of $433, $(98), $(1,046) and $(141) | (1,321) | 304 | 3,177 | 436 |
Less: reclassification adjustment for amounts included in net loss, net of tax benefit (expense) of $(346), $1,282, $198 and $3,463 | (1,050) | 3,943 | 604 | 10,657 |
Net change, net of tax benefit (expense) of $779, $(1,380), $(1,244) $(3,604) | (2,371) | 4,247 | 3,781 | 11,093 |
Total other comprehensive loss, net of tax effect | (52,333) | (13,696) | (113,091) | (23,797) |
Total comprehensive loss, net of tax effect | $ (67,935) | $ (10,969) | $ (162,385) | $ (57,394) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Change in foreign currency translation adjustment, tax | $ 483 | $ 138 | $ 619 | $ (120) |
Change in unrealized (loss) on available for sale securities, tax | 57 | 0 | 57 | 0 |
Change in unrealized gain (loss), tax | 433 | (98) | (1,046) | (141) |
Reclassification adjustments for amounts previously included in net loss, tax | (346) | 1,282 | 198 | 3,463 |
Net change, tax | $ 779 | $ (1,380) | $ (1,244) | $ (3,604) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Class A Common Stock | Class B-1 Common Stock | Class B-2 Common Stock | Common Stock Class A Common Stock | Common Stock Class B-1 Common Stock | Common Stock Class B-2 Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | |||||
Beginning Balance (in shares) at Dec. 31, 2020 | [1] | 200,417,000 | 44,050,000 | 44,050,000 | |||||||||||
Beginning Balance at Dec. 31, 2020 | $ 1,166,587 | $ 2,004 | [1] | $ 440 | [1] | $ 0 | [1] | $ 2,145,254 | [1] | $ 43,295 | $ (1,024,406) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Stock-based compensation | 9,918 | 9,918 | [1] | ||||||||||||
Repurchase of shares (in shares) | [1] | (420,000) | |||||||||||||
Repurchase of shares | (9,318) | $ (4) | [1] | (4,159) | [1] | (5,155) | |||||||||
Payment for taxes related to net share settlement of equity awards | (1,827) | (1,827) | [1] | ||||||||||||
Issuance of shares (in shares) | [1] | 772,000 | |||||||||||||
Issuance of shares | 6,832 | $ 8 | [1] | 6,824 | [1] | ||||||||||
Net (loss) income | (33,597) | (33,597) | |||||||||||||
Other comprehensive income (loss) | (23,797) | (23,797) | |||||||||||||
Ending Balance (in shares) at Sep. 30, 2021 | 200,769,000 | [1] | 44,050,000 | [2] | 44,050,000 | [2] | |||||||||
Ending Balance at Sep. 30, 2021 | 1,114,798 | $ 2,008 | [2] | $ 440 | [1] | $ 0 | [2] | 2,156,010 | [1] | 19,498 | (1,063,158) | ||||
Beginning Balance (in shares) at Jun. 30, 2021 | [2] | 200,650,000 | 44,050,000 | 44,050,000 | |||||||||||
Beginning Balance at Jun. 30, 2021 | 1,123,675 | $ 2,006 | [2] | $ 440 | [2] | $ 0 | [2] | 2,151,544 | [2] | 33,194 | (1,063,509) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Stock-based compensation | 4,033 | 4,033 | [2] | ||||||||||||
Repurchase of shares (in shares) | [2] | (159,000) | |||||||||||||
Repurchase of shares | (3,937) | $ (1) | [2] | (1,560) | [2] | (2,376) | |||||||||
Payment for taxes related to net share settlement of equity awards | (796) | (796) | [2] | ||||||||||||
Issuance of shares (in shares) | [2] | 278,000 | |||||||||||||
Issuance of shares | 2,792 | $ 3 | [2] | 2,789 | [2] | ||||||||||
Net (loss) income | 2,727 | 2,727 | |||||||||||||
Other comprehensive income (loss) | (13,696) | (13,696) | |||||||||||||
Ending Balance (in shares) at Sep. 30, 2021 | 200,769,000 | [1] | 44,050,000 | [2] | 44,050,000 | [2] | |||||||||
Ending Balance at Sep. 30, 2021 | 1,114,798 | $ 2,008 | [2] | $ 440 | [1] | $ 0 | [2] | 2,156,010 | [1] | 19,498 | (1,063,158) | ||||
Beginning Balance (in shares) at Dec. 31, 2021 | 234,189,069 | 44,049,523 | 44,049,523 | 234,189,000 | 44,050,000 | 44,050,000 | |||||||||
Beginning Balance at Dec. 31, 2021 | 1,983,676 | $ 2,343 | $ 440 | $ 0 | 3,093,232 | 17,151 | (1,129,490) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Stock-based compensation | 98,595 | 98,595 | |||||||||||||
Issuance of shares under employee stock purchase plan (in shares) | 1,924,000 | ||||||||||||||
Issuance of shares under employee stock purchase plan | 32,790 | $ 19 | 32,771 | ||||||||||||
Issuance of shares upon exercise of vested options and RSUs (in shares) | 2,844,000 | ||||||||||||||
Issuance of shares upon exercise of vested options and RSUs | 17,537 | $ 28 | 17,509 | ||||||||||||
Net (loss) income | (49,294) | (49,294) | |||||||||||||
Other comprehensive income (loss) | (113,091) | (113,091) | |||||||||||||
Payments for dividends related to Class B-2 shares | (24) | (24) | |||||||||||||
Ending Balance (in shares) at Sep. 30, 2022 | 238,957,224 | 44,049,523 | 44,049,523 | 238,957,000 | 44,050,000 | 44,050,000 | |||||||||
Ending Balance at Sep. 30, 2022 | 1,970,189 | $ 2,390 | $ 440 | $ 0 | 3,242,107 | (95,940) | (1,178,808) | ||||||||
Beginning Balance (in shares) at Jun. 30, 2022 | 236,968,000 | 44,050,000 | 44,050,000 | ||||||||||||
Beginning Balance at Jun. 30, 2022 | 1,979,760 | $ 2,371 | $ 440 | $ 0 | 3,183,762 | (43,607) | (1,163,206) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Stock-based compensation | 34,155 | 34,155 | |||||||||||||
Issuance of shares under employee stock purchase plan (in shares) | 1,123,000 | ||||||||||||||
Issuance of shares under employee stock purchase plan | 19,146 | $ 11 | 19,135 | ||||||||||||
Issuance of shares upon exercise of vested options and RSUs (in shares) | 866,000 | ||||||||||||||
Issuance of shares upon exercise of vested options and RSUs | 5,063 | $ 8 | 5,055 | ||||||||||||
Net (loss) income | (15,602) | (15,602) | |||||||||||||
Other comprehensive income (loss) | (52,333) | (52,333) | |||||||||||||
Ending Balance (in shares) at Sep. 30, 2022 | 238,957,224 | 44,049,523 | 44,049,523 | 238,957,000 | 44,050,000 | 44,050,000 | |||||||||
Ending Balance at Sep. 30, 2022 | $ 1,970,189 | $ 2,390 | $ 440 | $ 0 | $ 3,242,107 | $ (95,940) | $ (1,178,808) | ||||||||
[1] Amounts for periods prior to the completion of the restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in Note 1 Organization and Description of Business in the Notes to our Condensed Consolidated Financial Statements. 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 Condensed Consolidated Financial Statements. |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities: | ||
Net loss | $ (49,294) | $ (33,597) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 16,461 | 18,763 |
Non-cash operating lease costs | 12,841 | 11,985 |
Stock-based compensation | 97,988 | 9,918 |
Deferred income taxes | (84,786) | (35,938) |
Amortization of intangible assets and acquired technology | 142,127 | 184,931 |
Gain on sale of investment in equity interest | 0 | (110) |
Amortization of debt issuance costs | 2,735 | 4,376 |
Amortization of investment discount, net of premium | (280) | 0 |
Unrealized gain on remeasurement of debt | 0 | (31,320) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 174,716 | 147,730 |
Prepaid expenses and other assets | 10,341 | (19,972) |
Accounts payable and accrued liabilities | (112,792) | (65,389) |
Income taxes payable | 22,591 | 2,425 |
Contract liabilities | (93,301) | (51,409) |
Net cash provided by operating activities | 139,347 | 142,393 |
Investing activities: | ||
Purchases of property and equipment | (1,573) | (6,015) |
Purchases of investments | (181,245) | (64,114) |
Maturities of investments | 67,588 | 47,764 |
Net cash used in investing activities | (115,230) | (22,365) |
Financing activities: | ||
Payments for share repurchases | 0 | (9,318) |
Payment of debt | (9,376) | (17,766) |
Proceeds from issuance of common stock under employee stock purchase plan | 32,790 | 0 |
Payments of offering costs | (2,085) | 0 |
Payments for dividends related to Class B-2 shares | (24) | 0 |
Payments for taxes related to net share settlement of equity awards | 0 | (1,497) |
Payment of deferred and contingent consideration | 0 | (10,705) |
Net activity from derivatives with an other-than-insignificant financing element | (4,851) | (14,162) |
Proceeds from issuance of shares | 17,537 | 6,775 |
Net cash provided/ (used in) by financing activities | 33,991 | (46,673) |
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash | (16,341) | (2,890) |
Net increase in cash, cash equivalents, and restricted cash | 41,767 | 70,465 |
Cash, cash equivalents, and restricted cash at beginning of period | 458,096 | 348,221 |
Cash, cash equivalents, and restricted cash at end of period | 499,863 | 418,686 |
Supplemental disclosures: | ||
Cash paid for interest | 54,234 | 84,911 |
Cash paid for income taxes, net of refunds | 72,951 | 49,203 |
Non-cash investing and financing activities: | ||
Purchases of property and equipment recorded in accounts payable and accrued liabilities | $ 1,378 | $ 2,305 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
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 obligations. As Informatica Inc. did not have any previous operations, Ithacalux is viewed as the predecessor to Informatica Inc. and its consolidated subsidiaries. Accordingly, these condensed consolidated financial statements include certain historical condensed consolidated financial and other data for Ithacalux for periods prior to the completion of the business combination. Unless the context otherwise requires, references to “Informatica”, “we,” “us,” “our” and the “Company” mean Informatica Inc. and its consolidated subsidiaries for all periods presented. As a result of the restructuring transactions, the shareholders of Ithacalux contributed their interests in Ithacalux to Informatica in exchange for an aggregate of 288,867,682 shares of Informatica’s common stock. 200,768,636 shares of Informatica’s common stock was designated Class A common stock, and 44,049,523 shares of the common stock was designated Class B-1 common stock, with an equal number (44,049,523 shares of the common stock) designated Class B-2 common stock. The number of shares of Class A common stock and Class B-1 and Class B-2 common stock issued was determined in accordance with the applicable provisions of the contribution agreement. Amounts for periods presented in the Report prior to the completion of the restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions. 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 underwriters’ 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 | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying unaudited condensed 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 unaudited condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include recurring adjustments necessary for the fair statement of the Company’s financial position as of September 30, 2022 and the results of operations for the three and nine months ended September 30, 2022. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period. Segment Reporting The Company manages, 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 unaudited condensed consolidated financial statements are prepared in accordance with GAAP, which require management to make certain estimates, judgments, and assumptions. For example, management makes estimates, judgments and assumptions in determining the recoverability of intangible assets and their useful lives, determination of performance obligations and standalone selling price (“SSP”) used in revenue recognition, the number of performance-based stock options and awards that the Company expects to vest, the realizability of deferred tax assets, uncertain tax positions, and the collectability of accounts receivable. 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 unaudited condensed consolidated financial statements. The Company assesses these estimates on a regular basis, however actual results could differ from estimates due to risks and uncertainties. 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, because 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’s cloud subscription services include cloud functionalities and, for most products, also a secure agent that is installed on a customer’s premises. The secure agent performs tasks and enables secure communication behind a customer’s firewall with the cloud functionalities. For these products, customers are not able to use either the cloud functionalities or secure agent for their intended purpose on their own without use of the other component. The cloud functionalities and secure agent are accounted for together as a single performance obligation because the Company has concluded that the cloud functionalities and secure agent are highly interdependent and interrelated based on the significant two-way dependency between the components. Performance Obligation When Performance Obligation is Typically Satisfied Subscription: Cloud services and subscription support Over Time: Ratably over the contractual term; commencing upon the later of when access to the service is made available or the contractual term commences On-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 and subscription support, 2) on-premises subscription licenses, 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 consist 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 is 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 judgment 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. 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 condensed consolidated balance sheets. Accounts receivable The timing of revenue recognition may differ from the timing of invoicing customers. Accounts receivables as reported on the accompanying condensed 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 satisfied, 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 nine months ended September 30, 2022 and 2021. 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 cancelable contracts. Deferred revenue and customer deposit liabilities will be recognized as revenue in future periods. As of September 30, 2022, deferred revenue and customer deposit liabilities were $538.5 million and $4.0 million, respectively. As of December 31, 2021, deferred revenue and customer deposit liabilities were $635.6 million and $6.4 million, respectively. The current portion of contract liabilities represents the amounts that are expected to be recognized as revenue within one year of the condensed consolidated balance sheet date. Contract liabilities were approximately $542.5 million as of September 30, 2022, of which the Company expects to recognize $522.9 million over the next 12 months, and the remainder thereafter. 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 remaining thereafter. The amount of revenues recognized during the three and nine months ended September 30, 2022 that were included in the opening contract liabilities balances at the beginning of each respective period was approximately $122.0 million and $533.7 million, respectively. The amount of revenues recognized during the three and nine months ended September 30, 2021 that were included in the opening contract liabilities balances at the beginning of each respective period was approximately $130.2 million and $476.0 million, respectively. Revenues recognized from performance obligations satisfied in prior periods were immaterial during the three and nine months ended September 30, 2022 and 2021. 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 September 30, 2022 and December 31, 2021, the Company’s remaining performance obligations were $1.1 billion and $1.2 billion, respectively, which does not include customer deposit liabilities. The Company expects to recognize approximately 69% and 65% of its remaining performance obligations at September 30, 2022 and December 31, 2021 as revenues over the next twelve months and the remainder over the next two to three years. 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, restricted stock units (“RSUs”) granted to employees and directors, performance stock units (“PSUs”) granted to employees and stock purchase rights granted under the Company’s 2021 Employee Stock Purchase Plan (“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”) which may also include one-year cliff vesting provisions, 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 and PSUs is based on the estimated number of the performance-based stock options/units 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. Cash, Cash Equivalents, Restricted Cash, and Investments The Company considers highly liquid investment securities with maturities of 90 days or less at the date of purchase to be cash equivalents. Investments not considered cash equivalents with maturities of greater than 90 days but less than one year from the condensed consolidated balance sheet date are classified as short-term investments. Investments with maturities greater than one year from the condensed consolidated balance sheet date are classified as long-term investments. The Company’s cash equivalents and investments include time deposits, money market funds and debt securities. The Company’s restricted cash is primarily associated with securing credit facilities. The Company's debt securities consist primarily of commercial paper, corporate debt securities, U.S. government securities, U.S. government agency securities, and non-U.S. government securities. The Company's debt securities are classified as available-for-sale and are reported at fair value, with unrealized gains and losses, net of tax, reported as a separate component of accumulated other comprehensive income (loss) in stockholders' equity. Realized gains or losses and permanent declines in value, if any, on available-for-sale debt securities are reported in other income (expense), net as incurred. The Company recognizes realized gains and losses upon sales of investment and reclassifies unrealized gains and losses out of accumulated other comprehensive income (loss) into earnings using the specific identification method. For our available-for-sale debt securities in an unrealized loss position, we determine whether a credit loss exists. In this assessment, among other factors, we consider the extent to which the fair value is less than the amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security. If factors indicate a credit loss exists, an allowance for credit loss is recorded to other income (expense), net, limited by the amount that the fair value is less than the amortized cost basis. The amount of fair value change relating to all other factors will be recognized in other comprehensive income (loss). 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, 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. Our investments consist of time deposits and fixed income debt securities. Management believes that the financial institutions that hold the Company’s time deposits and the issuers of debt securities are financially sound and, accordingly, are subject to minimal credit risk. 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 of 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. 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. No customer accounted for more than 10% of revenue during the three and nine months ended September 30, 2022 and 2021. At September 30, 2022 and December 31, 2021, no customer accounted for more than 10% of the accounts receivable balance. Recent Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). The amendments in ASU 2020-04 provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Inter Bank Offer Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition (“ASU 2021-01”). ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected |
Cash, Cash Equivalents, Restric
Cash, Cash Equivalents, Restricted Cash, and Investments | 9 Months Ended |
Sep. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents, Restricted Cash, and Investments | Cash, Cash Equivalents, Restricted Cash, and Investments The following table summarizes the Company’s cash, cash equivalents, restricted cash, and investments as of September 30, 2022 and December 31, 2021 (in thousands). There were no available-for-sale debt securities held at December 31, 2021. September 30, December 31, 2022 2021 Cash $ 140,656 $ 275,386 Cash equivalents: Time deposits 28,466 979 Money market funds 313,783 180,013 Commercial paper 11,967 — U.S. government and U.S. government agency securities 4,991 — Total cash equivalents 359,207 180,992 Total cash and cash equivalents $ 499,863 $ 456,378 Restricted cash — 1,718 Total cash, cash equivalents, and restricted cash $ 499,863 $ 458,096 Short-term investments: Time deposits 68,137 40,045 Commercial paper 23,638 — Corporate debt securities 18,627 — U.S. government and U.S. government agency securities 33,467 — Non-U.S. government securities 3,916 — Total short-term investments 147,785 40,045 Long-term investments (i) : Corporate debt securities 2,981 — Total long-term investments 2,981 — Total cash, cash equivalents, restricted cash, and investments $ 650,629 $ 498,141 _____________ (i) Included in other assets on the condensed consolidated balance sheets. See Note 5. Fair Value Measurements of the Notes to Condensed Consolidated Financial Statements of this Report for further information regarding the fair value of the Company’s financial instruments. |
Available-For-Sale Debt Securit
Available-For-Sale Debt Securities | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Available-For-Sale Debt Securities | Available-For-Sale Debt Securities The following table summarizes the Company’s available-for-sale debt securities as of September 30, 2022 (in thousands). There were no available-for-sale debt securities held at December 31, 2021. September 30, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. government securities $ 7,960 $ — $ (3) $ 7,957 U.S. government agency securities 30,515 23 (36) 30,501 Non-U.S. government securities 3,935 — (18) 3,916 Corporate debt securities 21,748 — (140) 21,608 Commercial paper 35,660 — (56) 35,605 Total $ 99,817 $ 23 $ (253) $ 99,587 There were no realized gains or losses related to available-for-sale debt securities for the three and nine months ended September 30, 2022. As of September 30, 2022, the gross unrealized losses that have been in a continuous unrealized loss position for less than 12 months were $0.3 million, which were related to $82.9 million of available-for-sale debt securities. There were no gross unrealized losses that have been in a continuous unrealized loss position for more than 12 months. The Company did not recognize any credit losses related to the Company’s debt securities during the three and nine months ended September 30, 2022. Unrealized losses related to available-for-sale debt securities are due to interest rate fluctuations as opposed to credit quality. The Company does not intend to sell these investments. In addition, it is more likely than not that the Company will not be required to sell them before recovery of the amortized cost basis, which may be at maturity. The following table summarizes the maturities of our available-for-sale debt securities as of September 30, 2022, by contractual years-to-maturity (in thousands). Amortized Cost Fair Value Due within one year $ 96,804 $ 96,606 Due after one year through three years 3,013 2,981 Total $ 99,817 $ 99,587 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
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. The Company does not have any assets or liabilities classified as Level 3 as of September 30, 2022 and December 31, 2021. Fair Value Measurement of Financial Assets and Liabilities on a Recurring Basis The following table presents information about the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis as of September 30, 2022 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) $ 96,603 $ 96,603 $ — $ — Money market funds (ii) 313,783 313,783 — — Commercial paper (i) 35,604 — 35,604 — Corporate debt securities (iii) 21,608 — 21,608 — U.S. government and U.S. government agency securities (i) 38,458 — 38,458 — Non-U.S. government securities (iv) 3,916 — 3,916 — Total cash equivalents and investments 509,972 410,386 99,586 — Interest rate derivatives (v) 8,224 — 8,224 — Total assets $ 518,196 $ 410,386 $ 107,810 $ — Liabilities: Foreign currency derivatives (vi) $ 4,267 $ — $ 4,267 $ — Total liabilities $ 4,267 $ — $ 4,267 $ — ____________ (i) Included in cash equivalents and short-term investments on the condensed consolidated balance sheets. (ii) Included in cash equivalents on the condensed consolidated balance sheets. (iii) Included in short-term investments and other assets on the condensed consolidated balance sheets. (iv) Included in short-term investments on the condensed consolidated balance sheets. (v) Included in prepaid expenses and other current assets on the condensed consolidated balance sheets. (vi) Included in accrued and other liabilities on the condensed consolidated balance sheets. The following table presents information about the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis as of December 31, 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 $ — _____________ (i) Included in cash equivalents and short-term investments on the condensed consolidated balance sheets. (ii) Included in cash equivalents on the condensed consolidated balance sheets. (iii) Included in prepaid expenses and other current assets, and other assets on the condensed consolidated balance sheets. (iv) Included in accrued liabilities on the condensed consolidated balance sheets. Money Market Funds, Time Deposits, and Available-For-Sale Debt Securities The Company uses a market approach for determining the fair value of all its Level 1 and Level 2 money market funds, time deposits, and available-for-sale debt securities. To value its money market funds and time deposits, the Company values the funds at $1 stable net asset value, which is the market pricing convention for identical assets that the Company has the ability to access. The Company's available-for-sale debt securities consist of commercial paper, corporate debt securities, U.S. government securities, U.S. government agency securities and non-U.S. government securities. The Company measures the fair values of these assets with the help of a pricing service that either provides quoted market prices in active markets for identical or similar securities or uses observable inputs for their pricing without applying significant adjustments. 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 and Secured Overnight Financing Rate (“SOFR”) cash and swap rates, and credit risk at commonly quoted intervals). The Company records its derivative assets and liabilities on a gross basis in the condensed consolidated balance sheet and uses mid-market pricing as a practical expedient for fair value measurements. Key inputs for foreign currency derivatives are the spot rates, forward rates, interest rates, and credit derivative market rates. The spot rate for each foreign currency is the same spot rate used for all balance sheet translations at the measurement date and is sourced from the Federal Reserve Bulletin. The following values are interpolated from commonly quoted intervals: forward points and the SOFR 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 SOFR on its most recent corporate borrowing rate. Key inputs for interest rate derivatives are the LIBOR curve consisting of 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 SOFR 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 three and nine months ended September 30, 2022 and 2021. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
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 for the nine months ended September 30, 2022 (in thousands): Amount Ending balance as of December 31, 2021 $ 2,380,752 Foreign currency translation adjustment (83,371) Ending Balance as of September 30, 2022 $ 2,297,381 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 three and nine months ended September 30, 2022, the Company recorded a foreign currency translation adjustment reducing goodwill by $36.2 million and $83.4 million , respectively. Intangible Assets The carrying amounts of the intangible assets other than goodwill as of September 30, 2022 and December 31, 2021 are as follows (in thousands, except years): Weighted Average Useful Life (Years) September 30, 2022 December 31, 2021 Cost Accumulated Amortization Net Cost Accumulated Amortization Net Acquired developed and core technology 6 $ 876,411 $ (850,741) $ 25,670 $ 878,822 $ (823,965) $ 54,857 Other intangible assets: Customer relationships 15 2,145,877 (1,323,718) 822,159 2,163,048 (1,214,492) 948,556 Trade names and trademark 7 81,071 (63,977) 17,094 81,894 (57,852) 24,042 Total other intangible assets 2,226,948 (1,387,695) 839,253 2,244,942 (1,272,344) 972,598 Total intangible assets, net $ 3,103,359 $ (2,238,436) $ 864,923 $ 3,123,764 $ (2,096,309) $ 1,027,455 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 $46.9 million and $61.5 million for the three months ended September 30, 2022 and 2021, respectively. Total amortization expense related to intangible assets was $142.1 million and $184.9 million for the nine months ended September 30, 2022 and 2021, respectively. The allocation of the amortization of intangible assets for the periods indicated below is as follows (in thousands): Three Months Ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Cost of revenues $ 8,703 $ 18,353 $ 26,776 $ 55,448 Operating expenses 38,231 43,097 115,351 129,483 Total amortization of intangible assets $ 46,934 $ 61,450 $ 142,127 $ 184,931 Certain intangible assets are recorded in foreign currencies; and therefore, the gross carrying amount and accumulated amortization are subject to foreign currency translation adjustments. As of September 30, 2022, the amortization expense related to identifiable intangible assets in future periods is expected to be as follows (in thousands): Acquired Other Intangible Assets (i) Total Intangible Assets Remaining 2022 $ 8,490 $ 38,035 $ 46,525 2023 11,066 135,654 146,720 2024 3,350 119,842 123,192 2025 1,625 98,129 99,754 2026 926 85,448 86,374 Thereafter 213 362,145 362,358 Total expected amortization expense $ 25,670 $ 839,253 $ 864,923 ____________ (i) Other Intangible Assets includes customer relationships, trade names and trademarks. |
Borrowings
Borrowings | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings Long term debt consists of the following (in thousands): September 30, 2022 December 31, 2021 Dollar term loan $ 1,865,625 $ 1,875,000 Less: Discount on term loan (7,804) (8,671) Less: Debt issuance costs (13,370) (14,858) Total debt, net of discount and debt issuance costs 1,844,451 1,851,471 Less: Current portion of long-term debt (18,750) (14,063) Long-term debt, net of current portion $ 1,825,701 $ 1,837,408 As of September 30, 2022 and December 31, 2021, the aggregate fair value of the Company’s dollar term loan, based on Level 2 inputs related to fair market value, were $1,816.7 million and $1,871.5 million, respectively. 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 $1.8 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 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 $1.9 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 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, credit 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 September 30, 2022 and December 31, 2021. There were $1.7 million and $0.7 million of utilized letters of credit under the Revolving Facility at September 30, 2022 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 September 30, 2022. 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 September 30, 2022 are as follows (in thousands): Remaining 2022 $ 4,688 2023 18,750 2024 18,750 2025 18,750 2026 18,750 Thereafter 1,785,937 Total $ 1,865,625 |
Disaggregation of Revenue and C
Disaggregation of Revenue and Costs to Obtain a Contract | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue and Costs to Obtain a Contract | Disaggregation of Revenue and Costs to Obtain a Contract The following table presents the disaggregation of revenue by revenue type, consistent with how the Company evaluates its financial performance, for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Revenue: Cloud and subscription support $ 142,444 $ 111,630 $ 410,262 $ 312,165 On-premises subscription license 71,565 82,060 208,537 205,790 Subscription 214,009 193,690 618,799 517,955 Perpetual license 1,208 2,846 6,180 19,085 Software revenue 215,217 196,536 624,979 537,040 Maintenance 127,909 137,569 392,221 420,888 Professional services 28,825 27,702 89,137 79,417 Maintenance and professional services revenue 156,734 165,271 481,358 500,305 Total revenues $ 371,951 $ 361,807 $ 1,106,337 $ 1,037,345 Revenue by geographic location for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 North America $ 258,557 $ 245,899 $ 757,489 $ 698,972 EMEA 74,598 79,050 231,081 225,781 Asia Pacific 30,362 29,357 93,437 87,980 Latin America 8,434 7,501 24,330 24,612 Total revenues $ 371,951 $ 361,807 $ 1,106,337 $ 1,037,345 Three Months Ended Nine Months Ended 2022 2021 2022 2021 United States $ 244,224 $ 229,013 $ 717,153 $ 660,396 Rest of the World 127,727 132,794 389,184 376,949 Total revenues $ 371,951 $ 361,807 $ 1,106,337 $ 1,037,345 No foreign country represented 10% or more of the Company’s total revenue during the three and nine months ended September 30, 2022 and 2021, 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 nine months ended September 30, 2022 (in thousands): Amount Ending balance as of December 31, 2021 $ 177,460 Additions 40,858 Commissions amortized (43,266) Revaluation (5,515) Ending balance as of September 30, 2022 $ 169,537 Of the $169.5 million deferred commissions balance as of September 30, 2022, the Company expects to recognize approximately 33% as commission expense over the next 12 months, and the remainder thereafter. Deferred commissions are included in prepaid expenses and other current assets and other assets in the condensed consolidated balance sheets. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments The Company’s earnings and cash flows are subject to market risks as a result of foreign currency exchange rate and interest rate fluctuations. The Company uses derivative financial instruments to manage its exposure to foreign currency exchange rate and interest rate fluctuations which is inherent to its ongoing business operations. The Company and its subsidiaries do not enter into derivative contracts for speculative purposes. Foreign Exchange Forward Contracts The Company enters into foreign exchange forward contracts in an attempt to reduce the impact of foreign currency exchange rate fluctuations and designates these contracts as cash flow hedges at inception. The objective is to reduce the volatility of forecasted cash flows and expenses caused by movements in foreign currency exchange rates, in particular the Indian rupee. The Company is currently using foreign exchange forward contracts to hedge the anticipated foreign currency expenses of its subsidiary in India. The Company recognizes in earnings amounts related to its designated cash flow hedges accumulated in other comprehensive income during the same period in which the corresponding underlying hedged transaction affects earnings. As of September 30, 2022, a net unrealized loss of approximately $2.7 million accumulated in other comprehensive income (loss) is expected to be reclassified into earnings within the next twelve months. The Company has forecasted the amount of its anticipated foreign currency expenses based on its historical performance and projected financial plan. As of September 30, 2022, the remaining open foreign exchange contracts, carried at fair value, are hedging Indian rupee expenses and have a maturity of approximately twelve months or less. These foreign exchange contracts mature monthly as the foreign currency denominated expenses are paid and any gain or loss is offset against operating expense. Once the hedged item is recognized, the cash flow hedge is de-designated and subsequent changes in value are recognized in other income (expense), net, to offset changes in the value of the resulting non-functional currency monetary assets or liabilities. The notional amounts of these foreign exchange forward contracts in U.S. dollar equivalents were to buy $109.4 million and $83.9 million of Indian rupees as of September 30, 2022 and December 31, 2021, 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 7. Borrowings in the Notes to Condensed 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 September 30, 2022, the Company has two interest rate swaps outstanding with a total current notional amount of $1.3 billion, with fixed rate at 1.525%. 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 flows from financing activities in the condensed consolidated statement of cash flows. The interest rate swaps will mature by December 2022. We record any change in the fair value of the 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. 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 gain of approximately $3.6 million and $4.1 million currently accumulated in other comprehensive income (loss) for the interest rate swaps as of September 30, 2022 and December 31, 2021, respectively, 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 $1.7 million and $6.5 million as of September 30, 2022 and December 31, 2021, respectively and is recorded in accrued 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 $10.2 million and $9.4 million of Indian rupees at September 30, 2022 and December 31, 2021, respectively. There were no open foreign currency contracts to sell at September 30, 2022 and December 31, 2021, respectively. The following table reflects the fair value amounts for designated and non-designated hedging instruments at September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 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 $ — $ 3,797 $ 1,405 $ 52 Interest Rate Swaps 5,597 — — 1,992 Non-designated hedging instruments Foreign currency forward contracts — 470 204 — Interest Rate Swaps 2,627 — — 5,733 Total fair value of hedging instruments $ 8,224 $ 4,267 $ 1,609 $ 7,777 _____________ (i) Included in prepaid expenses and other current assets, and other assets on the condensed consolidated balance sheets. (ii) Included in accrued and other liabilities on the condensed consolidated balance sheets. The Company presents its derivative assets and derivative liabilities at gross fair values in the condensed consolidated balance sheets. However, under the master netting agreements with the respective counterparties of the foreign exchange contracts, subject to applicable requirements, the Company is allowed to net settle transactions of the same currency with a single net amount payable by one party to the other. The derivatives held by the Company are not subject to any credit contingent features negotiated with its counterparties. The Company is not required to pledge nor is entitled to receive cash collateral related to the above contracts. As of September 30, 2022 and December 31, 2021, there were no derivative assets or liabilities that were net settled under the master netting agreements. The Company evaluates prospectively as well as retrospectively the effectiveness of its hedge programs using statistical analysis. Prospective testing is performed at the inception of the hedge relationship and quarterly thereafter. Retrospective testing is performed on a quarterly basis. The before-tax effects of derivative instruments designated as cash flow hedges on the accumulated other comprehensive income and condensed consolidated statements of operations for the periods indicated below are as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Amount of (loss) gain recognized in other comprehensive loss(i) $ (1,754) $ 402 $ 4,223 $ 577 Amount of (loss) gain related to foreign exchange forward contracts reclassified from accumulated other comprehensive income (loss) into income(ii) $ (784) $ 688 $ (311) $ 2,861 Amount of gain (loss) related to interest rate swaps reclassified from accumulated other comprehensive loss into income as interest expense $ 2,180 $ (5,913) $ (491) $ (16,981) _____________ (i) The before-tax loss of $(2,469) related to foreign exchange forward contracts and before-tax gain of $715 related to interest rate swaps were recognized in other comprehensive income (loss) during the three months ended September 30, 2022. The before-tax gain of $1,148 related to foreign exchange forward contracts and before-tax loss of $(746) related to interest rate swaps were recognized in other comprehensive income (loss) during the three months ended September 30, 2021.The before-tax loss of $(5,459) related to foreign exchange forward contracts and before-tax gain of $9,682 related to interest rate swaps were recognized in other comprehensive income (loss) during the nine months ended September 30, 2022.The before-tax gain of $1,445 related to foreign exchange forward contracts and before-tax loss of $(868) related to interest rate swaps were recognized in other comprehensive income (loss) during the nine months ended September 30, 2021. (ii) For the three months ended September 30, 2022, the before-tax losses of $(176) and $(608) were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the condensed consolidated statements of operations. For the three months ended September 30, 2021, the before-tax gains of $131 and $557 were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the condensed consolidated statements of operations. For the nine months ended September 30, 2022, the before-tax losses of $(67) and $(244) were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the condensed consolidated statements of operations. For the nine months ended September 30, 2021, the before-tax gain of $544 and $2,317 were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the condensed consolidated statements of operations. The before-tax gain (loss) recognized in other income (expense), net for non-designated foreign currency forward contracts and interest rate swaps for the periods indicated below are as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Gain (Loss) recognized in other income (expense), net (i) $ 124 $ (26) $ 5,444 $ (209) _____________ (i) Gain (loss) recognized in other income (expense), net includes the debt component of restructured interest rate swap treated as a hybrid instrument. See Note 5. Fair Value Measurements and Note 13. Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements of this Report for a further discussion. |
Stockholders Equity and Equity
Stockholders Equity and Equity Incentive Plan | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders Equity and Equity Incentive Plan | Stockholders’ Equity and Equity Incentive Plan Common and Preferred Stock The Amended and Restated Certificate of Incorporation filed in October 2021 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 September 30, 2022 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 CAD15,000.00 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 Condensed 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, 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. As of September 30, 2022, a total of 46,770,130 shares of the Company’s Class A common stock has been reserved for issuance under the 2021 Plan. Option Awards Activity The following table summarizes the option award activity for the nine months ended September 30, 2022 (in thousands, except share price, fair value and term): Number of Options Weighted- Weighted- Aggregate Total Service Performance- Outstanding at December 31, 2021 25,884 17,768 8,116 $ 16.53 7.36 $ 529,265 Exercised (1,453) (1,218) (235) $ 12.26 Forfeited or expired (877) (624) (253) $ 17.16 Outstanding at September 30, 2022 23,554 15,926 7,628 $ 16.77 6.7 $ 89,906 Restricted Stock Units ("RSUs") and Performance Stock Units (“PSUs”) Beginning 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 two In the first quarter of 2022, the Company issued PSUs to employees under the 2021 Plan. PSUs will vest subject upon the satisfaction of both an achievement of one or more performance conditions and a service-based vesting condition. The following table summarizes RSU and PSU activity and related information during the nine months ended September 30, 2022 under the 2021 Plan (in thousands, except share price): Number of RSUs and PSUs Weighted-Average Grant Date Fair Value Total Service Performance- Unvested and outstanding as of December 31, 2021 7,570 7,570 — $ 33.02 Granted 5,119 4,031 1,088 $ 21.81 Vested (1,419) (1,419) — $ 32.31 Forfeited (732) (728) (4) $ 31.13 Unvested and outstanding as of September 30, 2022 10,538 9,454 1,084 $ 27.79 Employee Stock Purchase Plan In October 2021, the Company’s Compensation Committee approved the ESPP, which became effective in connection with the IPO. The ESPP authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees. As of September 30, 2022, a total of 8,258,786 shares of the Company’s Class A common stock has been reserved for future issuance under the ESPP. Under the ESPP, eligible employees are able to acquire shares of common stock by accumulating funds through payroll deductions. Offering periods are generally twelve months long and begin on March 1 and September 1 of each year. The purchase price for shares of our common stock purchased under the 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 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. Summary of Assumptions There were no option awards granted during the three and nine months ended September 30, 2022. The following table summarizes the weighted-average assumptions used in estimating the fair value of the ESPP for the offering periods during the three and nine months ended September 30, 2022 using the Black-Scholes pricing model: Three Months Ended September 30, Nine Months Ended September 30, 2022 2022 ESPP: Expected term (in years) 0.5 - 1.0 0.5 - 1.0 Expected volatility 42.4% - 45.2% 34.8% - 45.2% Risk-free interest rate 3.3% - 3.5% 0.6% - 3.5% Expected dividend yield —% —% Fair value of common stock $21.55 $20.05 - $21.55 Expected term - Expected term represents the term from the first day of the offering period to the purchase dates within each offering period. 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 yield - 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 - The fair value of the Company's common stock is determined by the closing price of its common stock on the primary stock exchange on which our common stock is traded on the first day of the offering period. Stock Compensation The stock-based compensation (excluding deferred compensation) for the periods indicated below are as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Cost of revenues $ 5,247 $ 302 $ 15,064 $ 782 Research and development 10,329 1,344 29,750 3,148 Sales and marketing 10,500 1,453 28,072 3,323 General and administrative 8,079 934 25,102 2,665 Total stock-based compensation $ 34,155 $ 4,033 $ 97,988 $ 9,918 As of September 30, 2022, total unrecognized stock-based compensation expense related to unvested service-based options was $17.6 million and is expected to be recognized over the remaining weighted-average vesting period of 1.2 years. As of September 30, 2022, total unrecognized stock-based compensation expense related to unvested options with performance, market liquidity and service vesting conditions is $12.5 million and is expected to be recognized over the estimated weighted-average explicit or derived service period of 1.67 years, unless the market liquidity vesting criteria are achieved earlier. As of September 30, 2022, total unrecognized stock-based compensation expense related to unvested options with performance and service vesting conditions is $10.8 million and is expected to be recognized over the remaining weighted-average service period of 2.5 years. As of September 30, 2022, the total unrecognized stock-based compensation expense related to the RSUs and PSUs outstanding was $259.5 million and is expected to be recognized over the remaining weighted-average vesting period of 3.1 years. As of September 30, 2022, the total unrecognized stock-based compensation expense related to the ESPP was $7.3 million and is expected to be recognized over the remaining offering periods. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company computes its income tax provision for interim periods by applying the estimated annual effective tax rate to year-to-date pre-tax income from recurring operations and adjusting for discrete tax items arising in that quarter. The Company's income tax expense was $2.8 million on pretax losses of $12.8 million for the three months ended September 30, 2022 and $10.8 million on pretax losses of $38.5 million for the nine months ended September 30, 2022, which resulted in a negative effective tax rate of 22% and 28%, respectively. The Company’s effective tax rate differs from the U.S. statutory rate of 21% primarily due to foreign income inclusion under global intangible low-taxed income (“GILTI”), non-deductible stock-based compensation, and valuation allowances. The Company's income tax expense was $3.8 million on pretax income of $6.5 million for the three months ended September 30, 2021 and $15.7 million on pretax losses of $17.9 million for the nine months ended September 30, 2021, which resulted in an effective tax rate of 58% and a negative effective tax rate of 88%, respectively. The Company was a tax resident of Luxembourg for the three and nine months ended September 30, 2021. The Company’s effective tax rate differs from the U.S. statutory rate of 21% primarily due to foreign income inclusion under GILTI and valuation allowances, partially offset by a net tax benefit related to prior year uncertain tax position releases upon the completion of a U.S. Internal Revenue Service examination. 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 as of September 30, 2022, 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 three months ended September 30, 2022, management believes it is more likely than not that the Company’s deferred tax assets, after recorded valuation allowances for disallowed interest expense, foreign tax credit, the net California deferred tax assets and operating loss carryforwards in certain non-U.S. jurisdictions, will be realized. |
Net (Loss) Income Per Share
Net (Loss) Income Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Per Share | Net (Loss) Income Per Share The following table sets forth the computation of basic and diluted net (loss) income per share (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net (loss) income $ (15,602) $ 2,727 $ (49,294) $ (33,597) Weighted-average shares in computing net (loss) income per share 1 : Basic 281,859 244,689 280,361 244,670 Effect of dilutive securities — 4,622 — — Diluted 281,859 249,311 280,361 244,670 Net (loss) income per share attributable to Class A and Class B-1 common stockholders: Basic $ (0.06) $ 0.01 $ (0.18) $ (0.14) Diluted $ (0.06) $ 0.01 $ (0.18) $ (0.14) _____________ 1 Amounts for periods prior to the completion of the restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in Note 1 Organization and Description of Business in the Notes to our Condensed Consolidated Financial Statements. The following potentially dilutive securities were excluded from the computation of diluted net (loss) income per share calculations for the periods presented because the impact of including them would have been anti-dilutive (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Stock options outstanding 4,277 119 4,509 4,042 RSUs 527 — 224 — PSUs — — 8 — ESPP 131 — 62 — |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Long-Term Purchase Obligations As of September 30, 2022, the Company had long-term purchase obligations of approximately $193.7 million, primarily related to multi-year contracts for software as a service. These commitments total approximately $76.9 million, $113.6 million, and $3.3 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. The Company’s software license agreements generally include certain provisions for indemnifying the customer against losses, expenses, liabilities, and damages that may be awarded against the customer in the event the Company’s software is found to infringe upon a patent, copyright, trademark, or other proprietary right of a third party. The agreements generally limit the scope of and remedies for such indemnification obligations in a variety of industry-standard respects, including but not limited to certain time and scope limitations and a right to replace an infringing product with a non-infringing product. The Company believes its internal development processes and other policies and practices limit its exposure related to these indemnification provisions. In addition, the Company requires its employees to sign a proprietary information and inventions agreement, which assigns the rights to its employees’ development work to the Company. To date, the Company has not had to reimburse any of its customers for any losses related to these indemnification provisions, and no material claims against the Company are outstanding as of September 30, 2022 and December 31, 2021. 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) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed 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 unaudited condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). |
Consolidation | In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include recurring adjustments necessary for the fair statement of the Company’s financial position as of September 30, 2022 and the results of operations for the three and nine months ended September 30, 2022. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period. |
Segment Reporting | The Company manages, 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 unaudited condensed consolidated financial statements are prepared in accordance with GAAP, which require management to make certain estimates, judgments, and assumptions. For example, management makes estimates, judgments and assumptions in determining the recoverability of intangible assets and their useful lives, determination of performance obligations and standalone selling price (“SSP”) used in revenue recognition, the number of performance-based stock options and awards that the Company expects to vest, the realizability of deferred tax assets, uncertain tax positions, and the collectability of accounts receivable. 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 unaudited condensed consolidated financial statements. The Company assesses these estimates on a regular basis, however actual results could differ from estimates due to risks and uncertainties. |
Revenue Recognition, Contract Assets, Contract Liabilities, and Remaining Performance Obligations from Customer Contracts | The Company derives its revenue from sales of 1) cloud subscriptions, representing access to the Company’s software via Company-hosted cloud applications, 2) on-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, because 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’s cloud subscription services include cloud functionalities and, for most products, also a secure agent that is installed on a customer’s premises. The secure agent performs tasks and enables secure communication behind a customer’s firewall with the cloud functionalities. For these products, customers are not able to use either the cloud functionalities or secure agent for their intended purpose on their own without use of the other component. The cloud functionalities and secure agent are accounted for together as a single performance obligation because the Company has concluded that the cloud functionalities and secure agent are highly interdependent and interrelated based on the significant two-way dependency between the components. Performance Obligation When Performance Obligation is Typically Satisfied Subscription: Cloud services and subscription support Over Time: Ratably over the contractual term; commencing upon the later of when access to the service is made available or the contractual term commences On-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 and subscription support, 2) on-premises subscription licenses, 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 consist 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 is 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 judgment 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. 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 condensed consolidated balance sheets. |
Accounts receivable | The timing of revenue recognition may differ from the timing of invoicing customers. Accounts receivables as reported on the accompanying condensed 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. |
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, restricted stock units (“RSUs”) granted to employees and directors, performance stock units (“PSUs”) granted to employees and stock purchase rights granted under the Company’s 2021 Employee Stock Purchase Plan (“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”) which may also include one-year cliff vesting provisions, 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 and PSUs is based on the estimated number of the performance-based stock options/units 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. |
Cash, Cash Equivalents, Restricted Cash, and Investments | The Company considers highly liquid investment securities with maturities of 90 days or less at the date of purchase to be cash equivalents. Investments not considered cash equivalents with maturities of greater than 90 days but less than one year from the condensed consolidated balance sheet date are classified as short-term investments. Investments with maturities greater than one year from the condensed consolidated balance sheet date are classified as long-term investments. The Company’s cash equivalents and investments include time deposits, money market funds and debt securities. The Company’s restricted cash is primarily associated with securing credit facilities. The Company's debt securities consist primarily of commercial paper, corporate debt securities, U.S. government securities, U.S. government agency securities, and non-U.S. government securities. The Company's debt securities are classified as available-for-sale and are reported at fair value, with unrealized gains and losses, net of tax, reported as a separate component of accumulated other comprehensive income (loss) in stockholders' equity. Realized gains or losses and permanent declines in value, if any, on available-for-sale debt securities are reported in other income (expense), net as incurred. The Company recognizes realized gains and losses upon sales of investment and reclassifies unrealized gains and losses out of accumulated other comprehensive income (loss) into earnings using the specific identification method. For our available-for-sale debt securities in an unrealized loss position, we determine whether a credit loss exists. In this assessment, among other factors, we consider the extent to which the fair value is less than the amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security. If factors indicate a credit loss exists, an allowance for credit loss is recorded to other income (expense), net, limited by the amount that the fair value is less than the amortized cost basis. The amount of fair value change relating to all other factors will be recognized in other comprehensive income (loss). |
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, 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. Our investments consist of time deposits and fixed income debt securities. Management believes that the financial institutions that hold the Company’s time deposits and the issuers of debt securities are financially sound and, accordingly, are subject to minimal credit risk. 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 of 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. 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. |
Recent Accounting Pronouncements Not Yet Adopted | In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). The amendments in ASU 2020-04 provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Inter Bank Offer Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition (“ASU 2021-01”). ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022. The expedients and exceptions provided by the amendments do not apply to contract modifications and hedging relationships entered into or evaluated after December 31, 2022, except for hedging transactions as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. In the event LIBOR is unavailable, the Company’s debt documents provide for a substitute index, on a basis generally consistent with market practice, intended to put the Company in substantially the same economic position as LIBOR. As a result, the Company does not expect the reference rate reform and the adoption of ASU 2020-04 and ASU 2021-01 to have a material impact on its consolidated financial statements and disclosures. |
Fair Value Measurements | The Company uses a market approach for determining the fair value of all its Level 1 and Level 2 money market funds, time deposits, and available-for-sale debt securities. To value its money market funds and time deposits, the Company values the funds at $1 stable net asset value, which is the market pricing convention for identical assets that the Company has the ability to access. The Company's available-for-sale debt securities consist of commercial paper, corporate debt securities, U.S. government securities, U.S. government agency securities and non-U.S. government securities. The Company measures the fair values of these assets with the help of a pricing service that either provides quoted market prices in active markets for identical or similar securities or uses observable inputs for their pricing without applying significant adjustments. 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 and Secured Overnight Financing Rate (“SOFR”) cash and swap rates, and credit risk at commonly quoted intervals). The Company records its derivative assets and liabilities on a gross basis in the condensed consolidated balance sheet and uses mid-market pricing as a practical expedient for fair value measurements. Key inputs for foreign currency derivatives are the spot rates, forward rates, interest rates, and credit derivative market rates. The spot rate for each foreign currency is the same spot rate used for all balance sheet translations at the measurement date and is sourced from the Federal Reserve Bulletin. The following values are interpolated from commonly quoted intervals: forward points and the SOFR 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 SOFR on its most recent corporate borrowing rate. Key inputs for interest rate derivatives are the LIBOR curve consisting of 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 SOFR 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. |
Derivatives | The Company presents its derivative assets and derivative liabilities at gross fair values in the condensed consolidated balance sheets. However, under the master netting agreements with the respective counterparties of the foreign exchange contracts, subject to applicable requirements, the Company is allowed to net settle transactions of the same currency with a single net amount payable by one party to the other. The derivatives held by the Company are not subject to any credit contingent features negotiated with its counterparties. The Company is not required to pledge nor is entitled to receive cash collateral related to the above contracts. As of September 30, 2022 and December 31, 2021, 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. |
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. The Company’s software license agreements generally include certain provisions for indemnifying the customer against losses, expenses, liabilities, and damages that may be awarded against the customer in the event the Company’s software is found to infringe upon a patent, copyright, trademark, or other proprietary right of a third party. The agreements generally limit the scope of and remedies for such indemnification obligations in a variety of industry-standard respects, including but not limited to certain time and scope limitations and a right to replace an infringing product with a non-infringing product. The Company believes its internal development processes and other policies and practices limit its exposure related to these indemnification provisions. In addition, the Company requires its employees to sign a proprietary information and inventions agreement, which assigns the rights to its employees’ development work to the Company. To date, the Company has not had to reimburse any of its customers for any losses related to these indemnification provisions, and no material claims against the Company are outstanding as of September 30, 2022 and December 31, 2021. 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) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Revenue, Performance Obligation, Timing of Satisfaction | Performance Obligation When Performance Obligation is Typically Satisfied Subscription: Cloud services and subscription support Over Time: Ratably over the contractual term; commencing upon the later of when access to the service is made available or the contractual term commences On-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 |
Cash, Cash Equivalents, Restr_2
Cash, Cash Equivalents, Restricted Cash, and Investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash, Cash Equivalents and Investments | The following table summarizes the Company’s cash, cash equivalents, restricted cash, and investments as of September 30, 2022 and December 31, 2021 (in thousands). There were no available-for-sale debt securities held at December 31, 2021. September 30, December 31, 2022 2021 Cash $ 140,656 $ 275,386 Cash equivalents: Time deposits 28,466 979 Money market funds 313,783 180,013 Commercial paper 11,967 — U.S. government and U.S. government agency securities 4,991 — Total cash equivalents 359,207 180,992 Total cash and cash equivalents $ 499,863 $ 456,378 Restricted cash — 1,718 Total cash, cash equivalents, and restricted cash $ 499,863 $ 458,096 Short-term investments: Time deposits 68,137 40,045 Commercial paper 23,638 — Corporate debt securities 18,627 — U.S. government and U.S. government agency securities 33,467 — Non-U.S. government securities 3,916 — Total short-term investments 147,785 40,045 Long-term investments (i) : Corporate debt securities 2,981 — Total long-term investments 2,981 — Total cash, cash equivalents, restricted cash, and investments $ 650,629 $ 498,141 _____________ (i) Included in other assets on the condensed consolidated balance sheets. |
Available-For-Sale Debt Secur_2
Available-For-Sale Debt Securities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Debt Securities, Available-for-Sale | The following table summarizes the Company’s available-for-sale debt securities as of September 30, 2022 (in thousands). There were no available-for-sale debt securities held at December 31, 2021. September 30, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. government securities $ 7,960 $ — $ (3) $ 7,957 U.S. government agency securities 30,515 23 (36) 30,501 Non-U.S. government securities 3,935 — (18) 3,916 Corporate debt securities 21,748 — (140) 21,608 Commercial paper 35,660 — (56) 35,605 Total $ 99,817 $ 23 $ (253) $ 99,587 |
Schedule of Investments Classified by Contractual Maturity Date | The following table summarizes the maturities of our available-for-sale debt securities as of September 30, 2022, by contractual years-to-maturity (in thousands). Amortized Cost Fair Value Due within one year $ 96,804 $ 96,606 Due after one year through three years 3,013 2,981 Total $ 99,817 $ 99,587 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis as of September 30, 2022 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) $ 96,603 $ 96,603 $ — $ — Money market funds (ii) 313,783 313,783 — — Commercial paper (i) 35,604 — 35,604 — Corporate debt securities (iii) 21,608 — 21,608 — U.S. government and U.S. government agency securities (i) 38,458 — 38,458 — Non-U.S. government securities (iv) 3,916 — 3,916 — Total cash equivalents and investments 509,972 410,386 99,586 — Interest rate derivatives (v) 8,224 — 8,224 — Total assets $ 518,196 $ 410,386 $ 107,810 $ — Liabilities: Foreign currency derivatives (vi) $ 4,267 $ — $ 4,267 $ — Total liabilities $ 4,267 $ — $ 4,267 $ — ____________ (i) Included in cash equivalents and short-term investments on the condensed consolidated balance sheets. (ii) Included in cash equivalents on the condensed consolidated balance sheets. (iii) Included in short-term investments and other assets on the condensed consolidated balance sheets. (iv) Included in short-term investments on the condensed consolidated balance sheets. (v) Included in prepaid expenses and other current assets on the condensed consolidated balance sheets. (vi) Included in accrued and other liabilities on the condensed consolidated balance sheets. The following table presents information about the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis as of December 31, 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 $ — _____________ (i) Included in cash equivalents and short-term investments on the condensed consolidated balance sheets. (ii) Included in cash equivalents on the condensed consolidated balance sheets. (iii) Included in prepaid expenses and other current assets, and other assets on the condensed consolidated balance sheets. (iv) Included in accrued liabilities on the condensed consolidated balance sheets. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table presents the changes in the carrying amount of the goodwill for the nine months ended September 30, 2022 (in thousands): Amount Ending balance as of December 31, 2021 $ 2,380,752 Foreign currency translation adjustment (83,371) Ending Balance as of September 30, 2022 $ 2,297,381 |
Schedule of Finite-Lived Intangible Assets | The carrying amounts of the intangible assets other than goodwill as of September 30, 2022 and December 31, 2021 are as follows (in thousands, except years): Weighted Average Useful Life (Years) September 30, 2022 December 31, 2021 Cost Accumulated Amortization Net Cost Accumulated Amortization Net Acquired developed and core technology 6 $ 876,411 $ (850,741) $ 25,670 $ 878,822 $ (823,965) $ 54,857 Other intangible assets: Customer relationships 15 2,145,877 (1,323,718) 822,159 2,163,048 (1,214,492) 948,556 Trade names and trademark 7 81,071 (63,977) 17,094 81,894 (57,852) 24,042 Total other intangible assets 2,226,948 (1,387,695) 839,253 2,244,942 (1,272,344) 972,598 Total intangible assets, net $ 3,103,359 $ (2,238,436) $ 864,923 $ 3,123,764 $ (2,096,309) $ 1,027,455 |
Schedule of Indefinite-Lived Intangible Assets | The carrying amounts of the intangible assets other than goodwill as of September 30, 2022 and December 31, 2021 are as follows (in thousands, except years): Weighted Average Useful Life (Years) September 30, 2022 December 31, 2021 Cost Accumulated Amortization Net Cost Accumulated Amortization Net Acquired developed and core technology 6 $ 876,411 $ (850,741) $ 25,670 $ 878,822 $ (823,965) $ 54,857 Other intangible assets: Customer relationships 15 2,145,877 (1,323,718) 822,159 2,163,048 (1,214,492) 948,556 Trade names and trademark 7 81,071 (63,977) 17,094 81,894 (57,852) 24,042 Total other intangible assets 2,226,948 (1,387,695) 839,253 2,244,942 (1,272,344) 972,598 Total intangible assets, net $ 3,103,359 $ (2,238,436) $ 864,923 $ 3,123,764 $ (2,096,309) $ 1,027,455 |
Schedule of Finite-Lived Intangible Assets, Allocation of Amortization Expense | The allocation of the amortization of intangible assets for the periods indicated below is as follows (in thousands): Three Months Ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Cost of revenues $ 8,703 $ 18,353 $ 26,776 $ 55,448 Operating expenses 38,231 43,097 115,351 129,483 Total amortization of intangible assets $ 46,934 $ 61,450 $ 142,127 $ 184,931 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of September 30, 2022, the amortization expense related to identifiable intangible assets in future periods is expected to be as follows (in thousands): Acquired Other Intangible Assets (i) Total Intangible Assets Remaining 2022 $ 8,490 $ 38,035 $ 46,525 2023 11,066 135,654 146,720 2024 3,350 119,842 123,192 2025 1,625 98,129 99,754 2026 926 85,448 86,374 Thereafter 213 362,145 362,358 Total expected amortization expense $ 25,670 $ 839,253 $ 864,923 ____________ |
Borrowings (Tables)
Borrowings (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Long term debt consists of the following (in thousands): September 30, 2022 December 31, 2021 Dollar term loan $ 1,865,625 $ 1,875,000 Less: Discount on term loan (7,804) (8,671) Less: Debt issuance costs (13,370) (14,858) Total debt, net of discount and debt issuance costs 1,844,451 1,851,471 Less: Current portion of long-term debt (18,750) (14,063) Long-term debt, net of current portion $ 1,825,701 $ 1,837,408 |
Schedule of Maturities of Long-term Debt | Future minimum principal payments on the Term Facility as of September 30, 2022 are as follows (in thousands): Remaining 2022 $ 4,688 2023 18,750 2024 18,750 2025 18,750 2026 18,750 Thereafter 1,785,937 Total $ 1,865,625 |
Disaggregation of Revenue and_2
Disaggregation of Revenue and Costs to Obtain a Contract (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents the disaggregation of revenue by revenue type, consistent with how the Company evaluates its financial performance, for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Revenue: Cloud and subscription support $ 142,444 $ 111,630 $ 410,262 $ 312,165 On-premises subscription license 71,565 82,060 208,537 205,790 Subscription 214,009 193,690 618,799 517,955 Perpetual license 1,208 2,846 6,180 19,085 Software revenue 215,217 196,536 624,979 537,040 Maintenance 127,909 137,569 392,221 420,888 Professional services 28,825 27,702 89,137 79,417 Maintenance and professional services revenue 156,734 165,271 481,358 500,305 Total revenues $ 371,951 $ 361,807 $ 1,106,337 $ 1,037,345 Revenue by geographic location for the three and nine months ended September 30, 2022 and 2021 (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 North America $ 258,557 $ 245,899 $ 757,489 $ 698,972 EMEA 74,598 79,050 231,081 225,781 Asia Pacific 30,362 29,357 93,437 87,980 Latin America 8,434 7,501 24,330 24,612 Total revenues $ 371,951 $ 361,807 $ 1,106,337 $ 1,037,345 Three Months Ended Nine Months Ended 2022 2021 2022 2021 United States $ 244,224 $ 229,013 $ 717,153 $ 660,396 Rest of the World 127,727 132,794 389,184 376,949 Total revenues $ 371,951 $ 361,807 $ 1,106,337 $ 1,037,345 |
Schedule of Capitalized Contract Cost | The changes in the capitalized costs to obtain a contract for the nine months ended September 30, 2022 (in thousands): Amount Ending balance as of December 31, 2021 $ 177,460 Additions 40,858 Commissions amortized (43,266) Revaluation (5,515) Ending balance as of September 30, 2022 $ 169,537 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The following table reflects the fair value amounts for designated and non-designated hedging instruments at September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 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 $ — $ 3,797 $ 1,405 $ 52 Interest Rate Swaps 5,597 — — 1,992 Non-designated hedging instruments Foreign currency forward contracts — 470 204 — Interest Rate Swaps 2,627 — — 5,733 Total fair value of hedging instruments $ 8,224 $ 4,267 $ 1,609 $ 7,777 _____________ (i) Included in prepaid expenses and other current assets, and other assets on the condensed consolidated balance sheets. (ii) Included in accrued and other liabilities on the condensed consolidated balance sheets. |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | The before-tax effects of derivative instruments designated as cash flow hedges on the accumulated other comprehensive income and condensed consolidated statements of operations for the periods indicated below are as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Amount of (loss) gain recognized in other comprehensive loss(i) $ (1,754) $ 402 $ 4,223 $ 577 Amount of (loss) gain related to foreign exchange forward contracts reclassified from accumulated other comprehensive income (loss) into income(ii) $ (784) $ 688 $ (311) $ 2,861 Amount of gain (loss) related to interest rate swaps reclassified from accumulated other comprehensive loss into income as interest expense $ 2,180 $ (5,913) $ (491) $ (16,981) _____________ (i) The before-tax loss of $(2,469) related to foreign exchange forward contracts and before-tax gain of $715 related to interest rate swaps were recognized in other comprehensive income (loss) during the three months ended September 30, 2022. The before-tax gain of $1,148 related to foreign exchange forward contracts and before-tax loss of $(746) related to interest rate swaps were recognized in other comprehensive income (loss) during the three months ended September 30, 2021.The before-tax loss of $(5,459) related to foreign exchange forward contracts and before-tax gain of $9,682 related to interest rate swaps were recognized in other comprehensive income (loss) during the nine months ended September 30, 2022.The before-tax gain of $1,445 related to foreign exchange forward contracts and before-tax loss of $(868) related to interest rate swaps were recognized in other comprehensive income (loss) during the nine months ended September 30, 2021. (ii) For the three months ended September 30, 2022, the before-tax losses of $(176) and $(608) were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the condensed consolidated statements of operations. For the three months ended September 30, 2021, the before-tax gains of $131 and $557 were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the condensed consolidated statements of operations. For the nine months ended September 30, 2022, the before-tax losses of $(67) and $(244) were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the condensed consolidated statements of operations. For the nine months ended September 30, 2021, the before-tax gain of $544 and $2,317 were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the condensed consolidated statements of operations. |
Schedule of Derivative Instruments, Gain (Loss) | The before-tax gain (loss) recognized in other income (expense), net for non-designated foreign currency forward contracts and interest rate swaps for the periods indicated below are as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Gain (Loss) recognized in other income (expense), net (i) $ 124 $ (26) $ 5,444 $ (209) _____________ |
Stockholders Equity and Equit_2
Stockholders Equity and Equity Incentive Plan (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Share-based Payment Arrangement, Option, Activity | The following table summarizes the option award activity for the nine months ended September 30, 2022 (in thousands, except share price, fair value and term): Number of Options Weighted- Weighted- Aggregate Total Service Performance- Outstanding at December 31, 2021 25,884 17,768 8,116 $ 16.53 7.36 $ 529,265 Exercised (1,453) (1,218) (235) $ 12.26 Forfeited or expired (877) (624) (253) $ 17.16 Outstanding at September 30, 2022 23,554 15,926 7,628 $ 16.77 6.7 $ 89,906 |
Schedule of Share-based Payment Arrangement, Restricted Stock Units and Performance Stock Units, Activity | The following table summarizes RSU and PSU activity and related information during the nine months ended September 30, 2022 under the 2021 Plan (in thousands, except share price): Number of RSUs and PSUs Weighted-Average Grant Date Fair Value Total Service Performance- Unvested and outstanding as of December 31, 2021 7,570 7,570 — $ 33.02 Granted 5,119 4,031 1,088 $ 21.81 Vested (1,419) (1,419) — $ 32.31 Forfeited (732) (728) (4) $ 31.13 Unvested and outstanding as of September 30, 2022 10,538 9,454 1,084 $ 27.79 |
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 the ESPP for the offering periods during the three and nine months ended September 30, 2022 using the Black-Scholes pricing model: Three Months Ended September 30, Nine Months Ended September 30, 2022 2022 ESPP: Expected term (in years) 0.5 - 1.0 0.5 - 1.0 Expected volatility 42.4% - 45.2% 34.8% - 45.2% Risk-free interest rate 3.3% - 3.5% 0.6% - 3.5% Expected dividend yield —% —% Fair value of common stock $21.55 $20.05 - $21.55 |
Schedule of 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): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Cost of revenues $ 5,247 $ 302 $ 15,064 $ 782 Research and development 10,329 1,344 29,750 3,148 Sales and marketing 10,500 1,453 28,072 3,323 General and administrative 8,079 934 25,102 2,665 Total stock-based compensation $ 34,155 $ 4,033 $ 97,988 $ 9,918 |
Net (Loss) Income Per Share (Ta
Net (Loss) Income Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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) income per share (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net (loss) income $ (15,602) $ 2,727 $ (49,294) $ (33,597) Weighted-average shares in computing net (loss) income per share 1 : Basic 281,859 244,689 280,361 244,670 Effect of dilutive securities — 4,622 — — Diluted 281,859 249,311 280,361 244,670 Net (loss) income per share attributable to Class A and Class B-1 common stockholders: Basic $ (0.06) $ 0.01 $ (0.18) $ (0.14) Diluted $ (0.06) $ 0.01 $ (0.18) $ (0.14) _____________ 1 Amounts for periods prior to the completion of the restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in Note 1 Organization and Description of Business in the Notes to our Condensed Consolidated Financial Statements. |
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) income per share calculations for the periods presented because the impact of including them would have been anti-dilutive (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Stock options outstanding 4,277 119 4,509 4,042 RSUs 527 — 224 — PSUs — — 8 — ESPP 131 — 62 — |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||||
Nov. 10, 2021 | Nov. 10, 2021 | Oct. 29, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Subsidiary or Equity Method Investee [Line Items] | ||||||
Stock issued during period, shares, new issues (in shares) | 288,867,682 | |||||
Payments of stock issuance costs | $ 2,085 | $ 0 | ||||
IPO | ||||||
Subsidiary or Equity Method Investee [Line Items] | ||||||
Sale of stock, gross proceeds on transaction | $ 967,200 | |||||
Sale of stock, consideration received on transaction | 915,700 | |||||
Payments of underwriting discounts and commissions | 51,500 | |||||
Payments of stock issuance costs | $ 11,900 | |||||
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 - Segments (Details) | 9 Months Ended |
Sep. 30, 2022 segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Revenue Recognition (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Minimum | |
Revenue from External Customer [Line Items] | |
Subscription license term (in years) | 2 years |
Minimum | Cloud Services and Subscription Support | |
Revenue from External Customer [Line Items] | |
Subscription license term (in years) | 1 year |
Minimum | On-Premise Subscription License | |
Revenue from External Customer [Line Items] | |
Subscription license term (in years) | 1 year |
Maximum | |
Revenue from External Customer [Line Items] | |
Subscription license term (in years) | 3 years |
Maximum | Cloud Services and Subscription Support | |
Revenue from External Customer [Line Items] | |
Subscription license term (in years) | 3 years |
Maximum | On-Premise Subscription License | |
Revenue from External Customer [Line Items] | |
Subscription license term (in years) | 3 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Accounts Receivable (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Minimum | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Accounts receivable, payment terms (in days) | 30 days |
Maximum | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Accounts receivable, payment terms (in days) | 60 days |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Unbilled Receivables (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Minimum | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Subscription license term (in years) | 2 years |
Maximum | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Subscription license term (in years) | 3 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Contract Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||||
Deferred revenue | $ 538,500 | $ 538,500 | $ 635,600 | ||
Customer deposits | 4,000 | 4,000 | 6,400 | ||
Contract liabilities | 542,500 | 542,500 | 642,000 | ||
Contract liabilities, current | 522,914 | 522,914 | $ 613,336 | ||
Contract liabilities, revenue recognized | $ 122,000 | $ 130,200 | $ 533,700 | $ 476,000 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Remaining Performance Obligations from Customer Contracts (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, amount | $ 1,100 | $ 1,200 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation (as a percent) | 65% | |
Revenue, remaining performance obligation, expected timing of satisfaction, period (in months) | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation (as a percent) | 69% | |
Revenue, remaining performance obligation, expected timing of satisfaction, period (in months) | 12 months |
Cash, Cash Equivalents, Restr_3
Cash, Cash Equivalents, Restricted Cash, and Investments - Narrative (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||
Available for sale debt securities | $ 99,587,000 | $ 0 |
Cash, Cash Equivalents, Restr_4
Cash, Cash Equivalents, Restricted Cash, and Investments - Schedule of Cash, Cash Equivalents and Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Line Items] | ||||
Cash | $ 140,656 | $ 275,386 | ||
Cash equivalents: | ||||
Time deposits | 28,466 | 979 | ||
Money market funds | 313,783 | 180,013 | ||
Commercial paper | 11,967 | 0 | ||
U.S. government and U.S. government agency securities | 4,991 | 0 | ||
Total cash equivalents | 359,207 | 180,992 | ||
Total cash and cash equivalents | 499,863 | 456,378 | ||
Restricted cash | 0 | 1,718 | ||
Total cash, cash equivalents, and restricted cash | 499,863 | 458,096 | $ 418,686 | $ 348,221 |
Short-term investments: | ||||
Short-term investments | 147,785 | 40,045 | ||
Total long-term investments | 2,981 | 0 | ||
Total cash, cash equivalents, restricted cash, and investments | 650,629 | 498,141 | ||
Time deposits | ||||
Short-term investments: | ||||
Short-term investments | 68,137 | 40,045 | ||
Commercial paper | ||||
Short-term investments: | ||||
Short-term investments | 23,638 | 0 | ||
Corporate debt securities | ||||
Short-term investments: | ||||
Short-term investments | 18,627 | 0 | ||
Total long-term investments | 2,981 | 0 | ||
U.S. government and U.S. government agency securities | ||||
Short-term investments: | ||||
Short-term investments | 33,467 | 0 | ||
Non-U.S. government securities | ||||
Short-term investments: | ||||
Short-term investments | $ 3,916 | $ 0 |
Available-For-Sale Debt Secur_3
Available-For-Sale Debt Securities - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |||
Available for sale debt securities | $ 99,587,000 | $ 99,587,000 | $ 0 |
Debt securities, available-for-sale, realized gain (loss) | 0 | 0 | |
Unrealized losses | 253,000 | 253,000 | |
Available-for-sale debt securities in a continuous unrealized loss position for less than 12 months | 82,900,000 | 82,900,000 | |
Available-for-sale debt securities in a continuous unrealized loss position for more than 12 months | 0 | 0 | |
Credit losses | $ 0 | $ 0 |
Available-For-Sale Debt Secur_4
Available-For-Sale Debt Securities - Schedule of Debt Securities, Available-for-Sale (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-Sale [Line Items] | ||
Total | $ 99,817,000 | |
Unrealized Gains | 23,000 | |
Unrealized Losses | (253,000) | |
Available for sale debt securities | 99,587,000 | $ 0 |
U.S. government securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Total | 7,960,000 | |
Unrealized Gains | 0 | |
Unrealized Losses | (3,000) | |
Available for sale debt securities | 7,957,000 | |
U.S. government agency securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Total | 30,515,000 | |
Unrealized Gains | 23,000 | |
Unrealized Losses | (36,000) | |
Available for sale debt securities | 30,501,000 | |
Non-U.S. government securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Total | 3,935,000 | |
Unrealized Gains | 0 | |
Unrealized Losses | (18,000) | |
Available for sale debt securities | 3,916,000 | |
Corporate debt securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Total | 21,748,000 | |
Unrealized Gains | 0 | |
Unrealized Losses | (140,000) | |
Available for sale debt securities | 21,608,000 | |
Commercial paper | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Total | 35,660,000 | |
Unrealized Gains | 0 | |
Unrealized Losses | (56,000) | |
Available for sale debt securities | $ 35,605,000 |
Available-For-Sale Debt Secur_5
Available-For-Sale Debt Securities - Investments Classified by Contractual Maturity Date (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Amortized Cost | ||
Due within one year | $ 96,804,000 | |
Due after one year through three years | 3,013,000 | |
Total | 99,817,000 | |
Fair Value | ||
Due within one year | 96,606,000 | |
Due after one year through three years | 2,981,000 | |
Total | $ 99,587,000 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Net asset value | $ 1 | |
Fair Value, Recurring | ||
Assets: | ||
Total cash equivalents and investments | 509,972 | $ 221,037 |
Total assets | 518,196 | 222,646 |
Liabilities: | ||
Total liabilities | 4,267 | 7,777 |
Fair Value, Recurring | Foreign Currency Derivative | ||
Assets: | ||
Derivative assets | 1,609 | |
Liabilities: | ||
Derivative liabilities | 4,267 | 52 |
Fair Value, Recurring | Interest Rate Derivatives | ||
Assets: | ||
Derivative assets | 8,224 | |
Liabilities: | ||
Derivative liabilities | 7,725 | |
Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total cash equivalents and investments | 410,386 | 221,037 |
Total assets | 410,386 | 221,037 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Foreign Currency Derivative | ||
Assets: | ||
Derivative assets | 0 | |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Interest Rate Derivatives | ||
Assets: | ||
Derivative assets | 0 | |
Liabilities: | ||
Derivative liabilities | 0 | |
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total cash equivalents and investments | 99,586 | 0 |
Total assets | 107,810 | 1,609 |
Liabilities: | ||
Total liabilities | 4,267 | 7,777 |
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | Foreign Currency Derivative | ||
Assets: | ||
Derivative assets | 1,609 | |
Liabilities: | ||
Derivative liabilities | 4,267 | 52 |
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | Interest Rate Derivatives | ||
Assets: | ||
Derivative assets | 8,224 | |
Liabilities: | ||
Derivative liabilities | 7,725 | |
Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total cash equivalents and investments | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | Foreign Currency Derivative | ||
Assets: | ||
Derivative assets | 0 | |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | Interest Rate Derivatives | ||
Assets: | ||
Derivative assets | 0 | |
Liabilities: | ||
Derivative liabilities | 0 | |
Time deposits | Fair Value, Recurring | ||
Assets: | ||
Total cash equivalents and investments | 96,603 | 41,024 |
Time deposits | Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total cash equivalents and investments | 96,603 | 41,024 |
Time deposits | Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total cash equivalents and investments | 0 | 0 |
Time deposits | Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total cash equivalents and investments | 0 | 0 |
Money Market Funds | Fair Value, Recurring | ||
Assets: | ||
Total cash equivalents and investments | 313,783 | 180,013 |
Money Market Funds | Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total cash equivalents and investments | 313,783 | 180,013 |
Money Market Funds | Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total cash equivalents and investments | 0 | 0 |
Money Market Funds | Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total cash equivalents and investments | 0 | $ 0 |
Commercial paper | Fair Value, Recurring | ||
Assets: | ||
Total cash equivalents and investments | 35,604 | |
Commercial paper | Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total cash equivalents and investments | 0 | |
Commercial paper | Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total cash equivalents and investments | 35,604 | |
Commercial paper | Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total cash equivalents and investments | 0 | |
Corporate debt securities | Fair Value, Recurring | ||
Assets: | ||
Total cash equivalents and investments | 21,608 | |
Corporate debt securities | Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total cash equivalents and investments | 0 | |
Corporate debt securities | Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total cash equivalents and investments | 21,608 | |
Corporate debt securities | Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total cash equivalents and investments | 0 | |
U.S. government and U.S. government agency securities | Fair Value, Recurring | ||
Assets: | ||
Total cash equivalents and investments | 38,458 | |
U.S. government and U.S. government agency securities | Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total cash equivalents and investments | 0 | |
U.S. government and U.S. government agency securities | Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total cash equivalents and investments | 38,458 | |
U.S. government and U.S. government agency securities | Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total cash equivalents and investments | 0 | |
Non-U.S. government securities | Fair Value, Recurring | ||
Assets: | ||
Total cash equivalents and investments | 3,916 | |
Non-U.S. government securities | Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total cash equivalents and investments | 0 | |
Non-U.S. government securities | Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total cash equivalents and investments | 3,916 | |
Non-U.S. government securities | Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total cash equivalents and investments | $ 0 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 2,380,752 | |
Foreign currency translation adjustment | $ 36,200 | (83,371) |
Goodwill, ending balance | $ 2,297,381 | $ 2,297,381 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets and acquired technology | $ 46,934 | $ 61,450 | $ 142,127 | $ 184,931 |
Foreign currency translation adjustment | $ 36,200 | $ (83,371) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | $ 3,103,359 | $ 3,123,764 |
Accumulated Amortization | (2,238,436) | (2,096,309) |
Net | $ 864,923 | 1,027,455 |
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 | $ 876,411 | 878,822 |
Accumulated Amortization | (850,741) | (823,965) |
Net | 25,670 | 54,857 |
Total other intangible assets | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | 2,226,948 | 2,244,942 |
Accumulated Amortization | (1,387,695) | (1,272,344) |
Net | $ 839,253 | 972,598 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (Years) | 15 years | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | $ 2,145,877 | 2,163,048 |
Accumulated Amortization | (1,323,718) | (1,214,492) |
Net | $ 822,159 | 948,556 |
Trade names and trademark | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (Years) | 7 years | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | $ 81,071 | 81,894 |
Accumulated Amortization | (63,977) | (57,852) |
Net | $ 17,094 | $ 24,042 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets, Allocation of Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Total amortization of intangible assets | $ 46,934 | $ 61,450 | $ 142,127 | $ 184,931 |
Cost of revenues | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total amortization of intangible assets | 8,703 | 18,353 | 26,776 | 55,448 |
Operating expenses | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total amortization of intangible assets | $ 38,231 | $ 43,097 | $ 115,351 | $ 129,483 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Remaining 2022 | $ 46,525 | |
2023 | 146,720 | |
2024 | 123,192 | |
2025 | 99,754 | |
2026 | 86,374 | |
Thereafter | 362,358 | |
Net | 864,923 | $ 1,027,455 |
Acquired developed and core technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining 2022 | 8,490 | |
2023 | 11,066 | |
2024 | 3,350 | |
2025 | 1,625 | |
2026 | 926 | |
Thereafter | 213 | |
Net | 25,670 | 54,857 |
Total other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining 2022 | 38,035 | |
2023 | 135,654 | |
2024 | 119,842 | |
2025 | 98,129 | |
2026 | 85,448 | |
Thereafter | 362,145 | |
Net | $ 839,253 | $ 972,598 |
Borrowings - Schedule of Debt (
Borrowings - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Dollar term loan | $ 1,865,625 | |
Less: Discount on term loan | (7,804) | $ (8,671) |
Less: Debt issuance costs | (13,370) | (14,858) |
Total debt, net of discount and debt issuance costs | 1,844,451 | 1,851,471 |
Less: Current portion of long-term debt | (18,750) | (14,063) |
Long-term debt, net of current portion | 1,825,701 | 1,837,408 |
Dollar term loan | Medium-term Notes | ||
Debt Instrument [Line Items] | ||
Dollar term loan | $ 1,865,625 | $ 1,875,000 |
Borrowings - Narrative (Details
Borrowings - Narrative (Details) € in Millions | 9 Months Ended | ||||||
Oct. 29, 2021 USD ($) | Oct. 29, 2021 EUR (€) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Feb. 25, 2020 USD ($) | Feb. 25, 2020 EUR (€) | |
Debt Instrument [Line Items] | |||||||
Repayments of long-term debt | $ 9,376,000 | $ 17,766,000 | |||||
Long-term debt | $ 1,844,451,000 | $ 1,851,471,000 | |||||
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 | $ 1,816,700,000 | 1,871,500,000 | |||||
Debt instrument, quarterly installment, percentage of original principal amount | 0.25% | ||||||
Debt instrument, original issue discount percentage | 0.125% | ||||||
Line of credit facility, maximum borrowing capacity | $ 476,000,000 | ||||||
Line of credit facility, maximum borrowing capacity, percentage of LTM EBITDA | 100% | ||||||
Medium-term Notes | London Interbank Offered Rate (LIBOR) Swap Rate | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1% | ||||||
Medium-term Notes | London Interbank Offered Rate (LIBOR) Swap Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 0% | ||||||
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% | ||||||
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% | ||||||
Debt instrument, covenant, maximum net leverage | 0.0625 | ||||||
Debt instrument, debt default, principal, additional interest rate | 2% | ||||||
Line of Credit | Revolving Credit Facility | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.25% | ||||||
Line of Credit | Revolving Credit Facility | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.35% | ||||||
Line of Credit | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) Swap Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 2% | ||||||
Line of Credit | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) Swap Rate | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 2.50% | ||||||
Line of Credit | Revolving Credit Facility | Base Rate | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1% | ||||||
Line of Credit | Revolving Credit Facility | Base Rate | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.50% | ||||||
Line of Credit | Letter of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 1,700,000 | $ 700,000 | |||||
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 | ||||||
Dollar Term Loan | Medium-term Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | 1,900,000,000 | $ 1,800,000,000 | |||||
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 | Medium-term Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 425,000,000 | ||||||
Repayments of long-term debt | $ 475,000,000 |
Borrowings - Contractual Obliga
Borrowings - Contractual Obligation, Fiscal Year Maturity (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
Remaining 2022 | $ 4,688 |
2023 | 18,750 |
2024 | 18,750 |
2025 | 18,750 |
2026 | 18,750 |
Thereafter | 1,785,937 |
Total | $ 1,865,625 |
Disaggregation of Revenue and_3
Disaggregation of Revenue and Costs to Obtain a Contract - Disaggregation of Revenue by Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 371,951 | $ 361,807 | $ 1,106,337 | $ 1,037,345 |
Software revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 215,217 | 196,536 | 624,979 | 537,040 |
Subscription | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 214,009 | 193,690 | 618,799 | 517,955 |
Cloud and subscription support | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 142,444 | 111,630 | 410,262 | 312,165 |
On-premises subscription license | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 71,565 | 82,060 | 208,537 | 205,790 |
Perpetual license | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,208 | 2,846 | 6,180 | 19,085 |
Maintenance and professional services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 156,734 | 165,271 | 481,358 | 500,305 |
Maintenance | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 127,909 | 137,569 | 392,221 | 420,888 |
Professional services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 28,825 | $ 27,702 | $ 89,137 | $ 79,417 |
Disaggregation of Revenue and_4
Disaggregation of Revenue and Costs to Obtain a Contract - Revenue by Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 371,951 | $ 361,807 | $ 1,106,337 | $ 1,037,345 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 258,557 | 245,899 | 757,489 | 698,972 |
EMEA | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 74,598 | 79,050 | 231,081 | 225,781 |
Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 30,362 | 29,357 | 93,437 | 87,980 |
Latin America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 8,434 | 7,501 | 24,330 | 24,612 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 244,224 | 229,013 | 717,153 | 660,396 |
Rest of the World | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 127,727 | $ 132,794 | $ 389,184 | $ 376,949 |
Disaggregation of Revenue and_5
Disaggregation of Revenue and Costs to Obtain a Contract - Capitalized Contract Costs (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Capitalized Contract Costs [Roll Forward] | |
Beginning balance | $ 177,460 |
Additions | 40,858 |
Commissions amortized | (43,266) |
Revaluation | (5,515) |
Ending balance | 169,537 |
Capitalized contract cost, net, current | $ 169,537 |
Capitalized contract costs, expected expense recognition over next twelve months (as a percent) | 33% |
Derivative Financial Instrume_3
Derivative Financial Instruments - Narrative (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 USD ($) derivative_instrument | Dec. 31, 2021 USD ($) | Nov. 30, 2020 derivative_instrument | |
Derivative [Line Items] | |||
Foreign currency cash flow hedge gain (loss) to be reclassified during next 12 months | $ (2,700,000) | ||
Foreign currency forward contracts | |||
Derivative [Line Items] | |||
Derivative, notional amount | 109,400,000 | $ 83,900,000 | |
Interest Rate Swaps | |||
Derivative [Line Items] | |||
Derivative, notional amount | $ 1,300,000,000 | ||
Derivative, number of instruments held | derivative_instrument | 2 | ||
Derivative, fixed interest rate (as a percent) | 1.525% | ||
Derivative, number of instruments de-designated | derivative_instrument | 1 | ||
Unrealized gain (loss) on derivatives | $ 3,600,000 | 4,100,000 | |
Hybrid Instrument | |||
Derivative [Line Items] | |||
Derivative liabilities | 1,700,000 | 6,500,000 | |
Foreign Currency Derivative | Long | |||
Derivative [Line Items] | |||
Derivative, notional amount | $ 10,200,000 | $ 9,400,000 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Derivative Instruments in Statement of Financial Position, Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid Expenses and Other Current Assets | ||
Derivative [Line Items] | ||
Derivative assets | $ 8,224 | $ 1,609 |
Accrued Liabilities | ||
Derivative [Line Items] | ||
Derivative liabilities | 4,267 | 7,777 |
Designated hedging instruments | Foreign currency forward contracts | Prepaid Expenses and Other Current Assets | ||
Derivative [Line Items] | ||
Derivative assets | 0 | 1,405 |
Designated hedging instruments | Foreign currency forward contracts | Accrued Liabilities | ||
Derivative [Line Items] | ||
Derivative liabilities | 3,797 | 52 |
Designated hedging instruments | Interest Rate Swaps | Prepaid Expenses and Other Current Assets | ||
Derivative [Line Items] | ||
Derivative assets | 5,597 | 0 |
Designated hedging instruments | Interest Rate Swaps | Accrued Liabilities | ||
Derivative [Line Items] | ||
Derivative liabilities | 0 | 1,992 |
Non-designated hedging instruments | Foreign currency forward contracts | Prepaid Expenses and Other Current Assets | ||
Derivative [Line Items] | ||
Derivative assets | 0 | 204 |
Non-designated hedging instruments | Foreign currency forward contracts | Accrued Liabilities | ||
Derivative [Line Items] | ||
Derivative liabilities | 470 | 0 |
Non-designated hedging instruments | Interest Rate Swaps | Prepaid Expenses and Other Current Assets | ||
Derivative [Line Items] | ||
Derivative assets | 2,627 | 0 |
Non-designated hedging instruments | Interest Rate Swaps | Accrued Liabilities | ||
Derivative [Line Items] | ||
Derivative liabilities | $ 0 | $ 5,733 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Cost of revenues | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) recognized in other income (expense), net | $ (176) | $ 131 | $ (67) | $ 544 |
Operating expenses | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) recognized in other income (expense), net | (608) | 557 | (244) | 2,317 |
Foreign currency forward contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Other comprehensive income (loss), cash flow hedge, gain (loss), before reclassification and tax | (2,469) | 1,148 | (5,459) | 1,445 |
Interest Rate Swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Other comprehensive income (loss), cash flow hedge, gain (loss), before reclassification and tax | 715 | (746) | 9,682 | (868) |
Designated hedging instruments | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Other comprehensive income (loss), cash flow hedge, gain (loss), before reclassification and tax | (1,754) | 402 | 4,223 | 577 |
Designated hedging instruments | Foreign currency forward contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Other comprehensive income (loss), cash flow hedge, gain (loss), reclassification, before tax | (784) | 688 | (311) | 2,861 |
Designated hedging instruments | Interest Rate Swaps | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Other comprehensive income (loss), cash flow hedge, gain (loss), reclassification, before tax | $ 2,180 | $ (5,913) | $ (491) | $ (16,981) |
Derivative Financial Instrume_6
Derivative Financial Instruments - Derivative Instruments, Gain (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Non-designated hedging instruments | Other Income (Expense), Net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (Loss) recognized in other income (expense), net | $ 124 | $ (26) | $ 5,444 | $ (209) |
Stockholders Equity and Equit_3
Stockholders Equity and Equity Incentive Plan - Narrative (Details) $ / shares in Units, $ in Thousands, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2021 $ / shares shares | Sep. 30, 2022 CAD ($) shares | Sep. 30, 2022 CAD ($) shares | Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Class of Stock [Line Items] | |||||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | 0 | |
Options granted (in shares) | 0 | 0 | |||
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 | 34,065,509 | ||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | ||||
2021 Stock Plan | |||||
Class of Stock [Line Items] | |||||
Common stock, capital shares reserved for future issuance (in shares) | 46,770,130 | 46,770,130 | 46,770,130 | ||
RSUs | Minimum | |||||
Class of Stock [Line Items] | |||||
Award vesting period | 2 years | ||||
RSUs | Maximum | |||||
Class of Stock [Line Items] | |||||
Award vesting period | 4 years | ||||
ESPP | |||||
Class of Stock [Line Items] | |||||
Common stock, capital shares reserved for future issuance (in shares) | 8,258,786 | 8,258,786 | 8,258,786 | ||
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% | ||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | $ 7.3 | ||||
Service And Performance Based Share Options | |||||
Class of Stock [Line Items] | |||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | 10.8 | ||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 2 years 6 months | ||||
Performance Based | |||||
Class of Stock [Line Items] | |||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | 12.5 | ||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 1 year 8 months 1 day | ||||
Service based | |||||
Class of Stock [Line Items] | |||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | 17.6 | ||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 1 year 2 months 12 days | ||||
Restricted Stock Units And Performance Stock Units | |||||
Class of Stock [Line Items] | |||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | $ 259.5 | ||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 3 years 1 month 6 days | ||||
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock, shares, issued (in shares) | 2,000,000,000 | 238,957,224 | 238,957,224 | 238,957,224 | 234,189,069 |
Common stock, par value per share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||
Class B-1 Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock, shares, issued (in shares) | 200,000,000 | 44,049,523 | 44,049,523 | 44,049,523 | 44,049,523 |
Common stock, par value per share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||
Class B-2 Common Stock | |||||
Class of Stock [Line Items] | |||||
Common stock, shares, issued (in shares) | 200,000,000 | 44,049,523 | 44,049,523 | 44,049,523 | 44,049,523 |
Common stock, par value per share (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Common stock, nominal annual dividend | $ | $ 15 | $ 15 | |||
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 |
Stockholders Equity and Equit_4
Stockholders Equity and Equity Incentive Plan - Share-based Payment Arrangement, Option, Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Number of Options | ||
Beginning balance (in shares) | 25,884 | |
Exercised (in shares) | (1,453) | |
Forfeitures and expirations (in shares) | (877) | |
Ending balance (in shares) | 23,554 | 25,884 |
Weighted- Average Exercise Price | ||
Weighted average exercise price, beginning balance (in shares) | $ 16.53 | |
Weighted average exercise price, exercised (in shares) | 12.26 | |
Weighted average exercise price, forfeitures and expirations (in shares) | 17.16 | |
Weighted average exercise price, ending balance (in shares) | $ 16.77 | $ 16.53 |
Weighted- Average Remaining Contractual Term (in years) | 6 years 8 months 12 days | 7 years 4 months 9 days |
Aggregate Intrinsic Value (in thousands) | ||
Outstanding | $ 89,906 | $ 529,265 |
Service based | ||
Number of Options | ||
Beginning balance (in shares) | 17,768 | |
Exercised (in shares) | (1,218) | |
Forfeitures and expirations (in shares) | (624) | |
Ending balance (in shares) | 15,926 | 17,768 |
Performance Based | ||
Number of Options | ||
Beginning balance (in shares) | 8,116 | |
Exercised (in shares) | (235) | |
Forfeitures and expirations (in shares) | (253) | |
Ending balance (in shares) | 7,628 | 8,116 |
Stockholders Equity and Equit_5
Stockholders Equity and Equity Incentive Plan - Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
Unvested and outstanding, beginning balance (in shares) | 7,570 |
Granted (in shares) | 5,119 |
Vested (in shares) | (1,419) |
Forfeited (in shares) | (732) |
Unvested and outstanding, ending balance (in shares) | 10,538 |
Weighted-Average Grant Date Fair Value | |
Unvested and outstanding, beginning balance (in dollars per share) | $ / shares | $ 33.02 |
Granted (in dollars per share) | $ / shares | 21.81 |
Vested (in dollars per share) | $ / shares | 32.31 |
Forfeited (in dollars per share) | $ / shares | 31.13 |
Unvested and outstanding, ending balance (in dollars per share) | $ / shares | $ 27.79 |
Service based | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
Unvested and outstanding, beginning balance (in shares) | 7,570 |
Granted (in shares) | 4,031 |
Vested (in shares) | (1,419) |
Forfeited (in shares) | (728) |
Unvested and outstanding, ending balance (in shares) | 9,454 |
Performance-based | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
Unvested and outstanding, beginning balance (in shares) | 0 |
Granted (in shares) | 1,088 |
Vested (in shares) | 0 |
Forfeited (in shares) | (4) |
Unvested and outstanding, ending balance (in shares) | 1,084 |
Stockholders Equity and Equit_6
Stockholders Equity and Equity Incentive Plan - Summary of Valuation Assumptions (Details) - ESPP | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 $ / shares | Sep. 30, 2022 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility, minimum | 42.40% | 34.80% |
Expected volatility, maximum | 45.20% | 45.20% |
Risk-free interest rate, minimum | 3.30% | 0.60% |
Risk-free interest rate, maximum | 3.50% | 3.50% |
Expected dividend yield | 0% | 0% |
Fair value of common stock (in dollars per share) | $ 21.55 | $ 21.55 |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 months | 6 months |
Fair value of common stock (in dollars per share) | $ 20.05 | $ 20.05 |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 1 year | 1 year |
Fair value of common stock (in dollars per share) | $ 21.55 | $ 21.55 |
Stockholders Equity and Equit_7
Stockholders Equity and Equity Incentive Plan - Share-based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Stock [Line Items] | ||||
Share-based payment arrangement, expense | $ 34,155 | $ 4,033 | $ 97,988 | $ 9,918 |
Cost of revenues | ||||
Class of Stock [Line Items] | ||||
Share-based payment arrangement, expense | 5,247 | 302 | 15,064 | 782 |
Research and development | ||||
Class of Stock [Line Items] | ||||
Share-based payment arrangement, expense | 10,329 | 1,344 | 29,750 | 3,148 |
Sales and marketing | ||||
Class of Stock [Line Items] | ||||
Share-based payment arrangement, expense | 10,500 | 1,453 | 28,072 | 3,323 |
General and administrative | ||||
Class of Stock [Line Items] | ||||
Share-based payment arrangement, expense | $ 8,079 | $ 934 | $ 25,102 | $ 2,665 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 2,782 | $ 3,783 | $ 10,757 | $ 15,683 |
Loss before income taxes | $ (12,820) | $ 6,510 | $ (38,537) | $ (17,914) |
Effective tax rate (as a percent) | (22.00%) | 58% | (28.00%) | (88.00%) |
Net (Loss) Income Per Share - S
Net (Loss) Income Per Share - Schedule of Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Earnings Per Share [Abstract] | |||||
Net (loss) income | $ (15,602) | $ 2,727 | $ (49,294) | $ (33,597) | |
Weighted-average shares in computing net loss per share | |||||
Basic (in shares) | [1] | 281,859 | 244,689 | 280,361 | 244,670 |
Effect of dilutive securities (in shares) | 0 | 4,622 | 0 | 0 | |
Diluted (in shares) | [1] | 281,859 | 249,311 | 280,361 | 244,670 |
Net (loss) income per share attributable to Class A and Class B-1 common stockholders: | |||||
Basic (in dollars per share) | [1] | $ (0.06) | $ 0.01 | $ (0.18) | $ (0.14) |
Diluted (in dollars per share) | [1] | $ (0.06) | $ 0.01 | $ (0.18) | $ (0.14) |
[1] Amounts for periods prior to the completion of the restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in Note 1 Organization and Description of Business in the Notes to our Condensed Consolidated Financial Statements. |
Net (Loss) Income Per Share -_2
Net (Loss) Income Per Share - Schedule of Dilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stock options outstanding | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options outstanding (in shares) | 4,277 | 119 | 4,509 | 4,042 |
RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options outstanding (in shares) | 527 | 0 | 224 | 0 |
PSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options outstanding (in shares) | 0 | 0 | 8 | 0 |
ESPP | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options outstanding (in shares) | 131 | 0 | 62 | 0 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Product Warranty Liability [Line Items] | |
Purchase obligation | $ 193.7 |
Purchase obligation, to be paid, year one | 76.9 |
Purchase obligation, to be paid, year two and three | 113.6 |
Purchase obligation, to be paid, year four and five | $ 3.3 |
Minimum | |
Product Warranty Liability [Line Items] | |
Product warranty, term (in months) | 3 months |
Maximum | |
Product Warranty Liability [Line Items] | |
Product warranty, term (in months) | 6 months |