Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 15, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40936 | ||
Entity Registrant Name | Informatica Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 61-1999534 | ||
Entity Address, Address Line One | 2100 Seaport Boulevard | ||
Entity Address, City or Town | Redwood City | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94063 | ||
City Area Code | 650 | ||
Local Phone Number | 385-5000 | ||
Title of 12(b) Security | Class A Common Stock, $0.01 par value per share | ||
Trading Symbol | INFA | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0.8 | ||
Documents Incorporated by Reference | Information required in response to Part III of Form 10-K (Items 10, 11, 12, 13 and 14) is hereby incorporated by reference from portions of the Registrant’s Definitive Proxy Statement for the Annual Meeting of Stockholders to be held in 2023. The Definitive Proxy Statement will be filed by the Registrant with the Securities and Exchange Commission no later than 120 days after the end of the Registrant’s fiscal year ended December 31, 2022. | ||
Entity Central Index Key | 0001868778 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 239,945,090 | ||
Class B-1 Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 44,049,523 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | San Jose, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 497,879 | $ 456,378 | |
Short-term investments | 218,256 | 40,045 | |
Accounts receivable, net of allowances of $4,608 and $4,644, respectively | 454,759 | 432,266 | |
Contract assets, net | 95,221 | 109,269 | |
Prepaid expenses and other current assets | 132,638 | 133,832 | |
Total current assets | 1,398,753 | 1,171,790 | |
Restricted cash | 0 | 1,718 | |
Property and equipment, net | 160,574 | 177,409 | |
Operating lease right-of-use-assets | 67,735 | 74,789 | |
Goodwill | 2,337,036 | 2,380,752 | |
Deferred tax assets | 13,076 | 13,196 | |
Other assets | 165,733 | 139,154 | |
Total assets | 4,970,899 | 4,986,263 | |
Current liabilities: | |||
Accounts payable | 38,002 | 41,755 | |
Accrued liabilities | 58,844 | 74,763 | |
Accrued compensation and related expenses | 150,118 | 171,978 | |
Current operating lease liabilities | 17,514 | 18,505 | |
Current portion of long-term debt | 18,750 | 14,063 | |
Income taxes payable | 3,758 | 7,211 | |
Contract liabilities | 676,470 | 613,336 | |
Total current liabilities | 963,456 | 941,611 | |
Long-term operating lease liabilities | 55,178 | 62,519 | |
Long-term contract liabilities | 23,007 | 28,651 | |
Long-term debt, net | 1,821,760 | 1,837,408 | |
Deferred tax liabilities | 18,604 | 104,788 | |
Long-term income taxes payable | 30,601 | 23,833 | |
Other liabilities | 3,932 | 3,777 | |
Total liabilities | 2,916,538 | 3,002,587 | |
Commitments and contingencies (Note 19) | |||
Stockholders’ equity: | |||
Additional paid-in-capital | [1] | 3,282,383 | 3,093,232 |
Accumulated other comprehensive (loss) income | (47,671) | 17,151 | |
Accumulated deficit | (1,183,189) | (1,129,490) | |
Total stockholders’ equity | 2,054,361 | 1,983,676 | |
Total liabilities and stockholders’ equity | 4,970,899 | 4,986,263 | |
Class A Common Stock | |||
Stockholders’ equity: | |||
Common stock | 2,398 | 2,343 | |
Class B-1 Common Stock | |||
Stockholders’ equity: | |||
Common stock | 440 | 440 | |
Class B-2 Common Stock | |||
Stockholders’ equity: | |||
Common stock | 0 | 0 | |
Customer relationships | |||
Current assets: | |||
Intangible assets, net | 794,898 | 948,556 | |
Other intangible assets, net | |||
Current assets: | |||
Intangible assets, net | $ 33,094 | $ 78,899 | |
[1] Amounts for periods prior to the completion of our restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in Note 1 Organization and Description of Business in the Notes to our Consolidated Financial Statements. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Accounts receivable, allowance | $ 4,608 | $ 4,644 |
Class A Common Stock | ||
Stockholders’ equity: | ||
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) | 239,749,000 | 234,189,000 |
Common stock, shares, outstanding (in shares) | 239,749,000 | 234,189,000 |
Class B-1 Common Stock | ||
Stockholders’ equity: | ||
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) | 44,050,000 | 44,050,000 |
Common stock, shares, outstanding (in shares) | 44,050,000 | 44,050,000 |
Class B-2 Common Stock | ||
Stockholders’ equity: | ||
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) | 44,050,000 | 44,050,000 |
Common stock, shares, outstanding (in shares) | 44,050,000 | 44,050,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Revenues: | ||||
Total revenues | $ 1,505,118 | $ 1,444,055 | $ 1,323,096 | |
Amortization of acquired technology | 35,354 | 73,461 | 98,458 | |
Total cost of revenues | 343,503 | 331,999 | 317,985 | |
Gross profit | 1,161,615 | 1,112,056 | 1,005,111 | |
Operating expenses: | ||||
Research and development | 318,769 | 260,660 | 230,151 | |
Sales and marketing | 535,680 | 496,816 | 451,839 | |
General and administrative | 128,092 | 122,112 | 93,548 | |
Amortization of intangible assets | 153,471 | 172,434 | 189,309 | |
Restructuring, acquisition and other charges | 0 | 128 | 19,477 | |
Total operating expenses | 1,136,012 | 1,052,150 | 984,324 | |
Income from operations | 25,603 | 59,906 | 20,787 | |
Interest income | 9,224 | 1,213 | 2,254 | |
Interest expense | (78,020) | (132,439) | (149,445) | |
Loss on debt refinancing | 0 | (30,882) | (37,400) | |
Other income (expense), net | 8,996 | 26,312 | (26,404) | |
Loss before income taxes | (34,197) | (75,890) | (190,208) | |
Income tax expense (benefit) | 19,478 | 24,039 | (22,321) | |
Net loss | $ (53,675) | $ (99,929) | $ (167,887) | |
Net loss per share attributable to Class A and Class B-1 common stockholders | ||||
Basic (in dollars per share) | [1] | $ (0.19) | $ (0.40) | $ (0.69) |
Diluted (in dollars per share) | [1] | $ (0.19) | $ (0.40) | $ (0.69) |
Weighted-average shares used in computing net loss per share: | ||||
Basic (in shares) | [1] | 281,129 | 250,418 | 244,331 |
Diluted (in shares) | [1] | 281,129 | 250,418 | 244,331 |
Software revenue | ||||
Revenues: | ||||
Total revenues | $ 867,560 | $ 776,941 | $ 656,960 | |
Cost of revenues: | 106,023 | 85,718 | 58,330 | |
Subscriptions | ||||
Revenues: | ||||
Total revenues | 857,163 | 747,672 | 593,834 | |
Cost of revenues: | 105,387 | 81,266 | 54,454 | |
Perpetual license | ||||
Revenues: | ||||
Total revenues | 10,397 | 29,269 | 63,126 | |
Cost of revenues: | 636 | 4,452 | 3,876 | |
Maintenance and professional services | ||||
Revenues: | ||||
Total revenues | 637,558 | 667,114 | 666,136 | |
Cost of revenues: | $ 202,126 | $ 172,820 | $ 161,197 | |
[1] Amounts for periods prior to the completion of our restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in Note 1 Organization and Description of Business in the Notes to our Consolidated Financial Statements. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (53,675) | $ (99,929) | $ (167,887) |
Other comprehensive (loss) income, net of taxes: | |||
Change in foreign currency translation adjustments, net of tax benefit (expense) of $548, $(165) and $(415), respectively | (65,667) | (43,479) | 45,487 |
Available-for-sale debt securities: | |||
Change in unrealized loss, net of tax benefit of $56, $— and $—, respectively | (171) | 0 | 0 |
Cash flow hedges: | |||
Change in unrealized gain (loss), net of tax (expense) benefit of $(1,113), $(1,162) and $7,643, respectively | 3,379 | 3,776 | (23,541) |
Less: reclassification adjustment for amounts included in net loss, net of tax (expense) benefit of $(774), $4,457 and $5,211, respectively | (2,363) | 13,559 | 16,040 |
Cash flow hedges, net change | 1,016 | 17,335 | (7,501) |
Total other comprehensive (loss) income, net of tax effect | (64,822) | (26,144) | 37,986 |
Total comprehensive loss, net of tax effect | $ (118,497) | $ (126,073) | $ (129,901) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Change in foreign currency translation adjustment, tax | $ 548 | $ (165) | $ (415) |
Change in unrealized loss, tax benefit | 56 | 0 | 0 |
Change in unrealized loss, net of tax benefit | (1,113) | (1,162) | 7,643 |
Reclassification adjustments for amounts previously included in net loss, tax | $ (774) | $ 4,457 | $ 5,211 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Class A Common Stock | Class B-1 Common Stock | Class B-2 Common Stock | Cumulative effect of accounting change | Common Stock Class A Common Stock | Common Stock Class B-1 Common Stock | Common Stock Class B-2 Common Stock | Additional Paid-in Capital | [1] | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Accumulated Deficit Cumulative effect of accounting change | ||||
Beginning Balance (in shares) at Dec. 31, 2019 | [1] | 200,112,000 | 44,050,000 | 44,050,000 | |||||||||||||
Beginning Balance at Dec. 31, 2019 | $ 1,294,933 | $ (741) | $ 2,000 | [1] | $ 440 | [1] | $ 0 | [1] | $ 2,141,865 | $ 5,309 | $ (854,681) | $ (741) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Stock-based compensation | 12,044 | 12,044 | |||||||||||||||
Repurchase of shares (in shares) | [1] | (218,000) | |||||||||||||||
Payments for dividends related to Class B-2 shares | (3,286) | $ (2) | [1] | (2,187) | (1,097) | ||||||||||||
Settlement of certain vested stock options | (7,506) | (7,506) | |||||||||||||||
Payment for taxes related to net share settlement of equity awards | (2,356) | (2,356) | |||||||||||||||
Issuance of shares upon exercise of vested options (in shares) | [1] | 523,000 | |||||||||||||||
Issuance of shares upon exercise of vested options and RSUs | 3,400 | $ 6 | [1] | 3,394 | |||||||||||||
Net loss | (167,887) | (167,887) | |||||||||||||||
Other comprehensive loss | 37,986 | 37,986 | |||||||||||||||
Ending Balance (in shares) at Dec. 31, 2020 | [1] | 200,417,000 | 44,050,000 | 44,050,000 | |||||||||||||
Ending Balance at Dec. 31, 2020 | 1,166,587 | $ 2,004 | [1] | $ 440 | [1] | $ 0 | [1] | 2,145,254 | 43,295 | (1,024,406) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Stock-based compensation | 44,113 | 44,113 | |||||||||||||||
Issuance of common stock upon initial public offering, net of underwriting discounts and offering costs (in shares) | [1] | 33,350,000 | |||||||||||||||
Issuance of common stock upon initial public offering, net of underwriting discounts | 903,766 | $ 334 | [1] | 903,432 | |||||||||||||
Repurchase of shares (in shares) | [1] | (420,000) | |||||||||||||||
Payments for dividends related to Class B-2 shares | (9,318) | $ (4) | [1] | (4,159) | (5,155) | ||||||||||||
Payment for taxes related to net share settlement of equity awards | $ (2,825) | (2,825) | |||||||||||||||
Issuance of shares upon exercise of vested options (in shares) | 1,276,000 | 842,000 | [1] | ||||||||||||||
Issuance of shares upon exercise of vested options and RSUs | $ 7,426 | $ 9 | [1] | 7,417 | |||||||||||||
Net loss | (99,929) | (99,929) | |||||||||||||||
Other comprehensive loss | (26,144) | (26,144) | |||||||||||||||
Ending Balance (in shares) at Dec. 31, 2021 | 234,189,000 | 44,050,000 | 44,050,000 | 234,189,000 | [1] | 44,050,000 | [1] | 44,050,000 | [1] | ||||||||
Ending Balance at Dec. 31, 2021 | 1,983,676 | $ 2,343 | [1] | $ 440 | [1] | $ 0 | [1] | 3,093,232 | 17,151 | (1,129,490) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Stock-based compensation | 136,469 | 136,469 | |||||||||||||||
Issuance of common stock upon initial public offering, net of underwriting discounts and offering costs (in shares) | [1] | 1,925,000 | |||||||||||||||
Issuance of common stock upon initial public offering, net of underwriting discounts | 32,790 | $ 19 | [1] | 32,771 | |||||||||||||
Payments for dividends related to Class B-2 shares | $ (24) | (24) | |||||||||||||||
Issuance of shares upon exercise of vested options (in shares) | 1,665,000 | 3,635,000 | [1] | ||||||||||||||
Issuance of shares upon exercise of vested options and RSUs | $ 19,947 | $ 36 | [1] | 19,911 | |||||||||||||
Net loss | (53,675) | (53,675) | |||||||||||||||
Other comprehensive loss | (64,822) | (64,822) | |||||||||||||||
Ending Balance (in shares) at Dec. 31, 2022 | 239,749,000 | 44,050,000 | 44,050,000 | 239,749,000 | [1] | 44,050,000 | [1] | 44,050,000 | [1] | ||||||||
Ending Balance at Dec. 31, 2022 | $ 2,054,361 | $ 2,398 | [1] | $ 440 | [1] | $ 0 | [1] | $ 3,282,383 | $ (47,671) | $ (1,183,189) | |||||||
[1] Amounts for periods prior to the completion of our restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in Note 1 Organization and Description of Business in the Notes to our Consolidated Financial Statements. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | |||
Net loss | $ (53,675,000) | $ (99,929,000) | $ (167,887,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 21,208,000 | 24,942,000 | 27,492,000 |
Non-cash operating lease costs | 16,268,000 | 15,329,000 | 19,155,000 |
Stock-based compensation | 135,862,000 | 45,017,000 | 12,044,000 |
Deferred income taxes | (85,579,000) | (18,929,000) | (77,860,000) |
Amortization of intangible assets and acquired technology | 188,825,000 | 245,895,000 | 287,767,000 |
Amortization of debt issuance costs | 3,607,000 | 5,380,000 | 6,074,000 |
Amortization of investment discount, net of premium | (1,002,000) | 0 | 0 |
Loss on debt refinancing | 0 | 30,882,000 | 37,400,000 |
Unrealized loss (gain) on remeasurement of debt | 0 | (29,711,000) | 50,552,000 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (17,249,000) | (26,350,000) | (8,487,000) |
Prepaid expenses and other assets | (25,511,000) | (64,177,000) | (42,550,000) |
Accounts payable and accrued liabilities | (50,697,000) | 36,799,000 | (11,204,000) |
Income taxes payable | 12,127,000 | (19,766,000) | 22,733,000 |
Contract liabilities | 55,873,000 | 83,301,000 | 12,525,000 |
Net cash provided by operating activities | 200,057,000 | 228,683,000 | 167,754,000 |
Investing activities: | |||
Purchases of property and equipment | (5,465,000) | (10,817,000) | (13,835,000) |
Purchases of investments | (290,040,000) | (90,357,000) | (36,842,000) |
Maturities of investments | 109,548,000 | 68,761,000 | 19,605,000 |
Business acquisitions, net of cash acquired | 0 | 0 | (21,439,000) |
Net cash used in investing activities | (185,957,000) | (32,413,000) | (52,511,000) |
Financing activities: | |||
Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and offering costs | 0 | 905,852,000 | 0 |
Proceeds from issuance of common stock under employee stock purchase plan | 32,790,000 | 0 | 0 |
Payments of offering costs | (2,085,000) | 0 | 0 |
Payments for dividends related to Class B-2 shares | (24,000) | 0 | 0 |
Payments for share repurchases | 0 | (9,318,000) | (3,286,000) |
Payment of debt | (14,063,000) | (1,373,592,000) | (825,981,000) |
Payment of debt issuance costs | 0 | (25,545,000) | (32,211,000) |
Proceeds from issuance of debt | 0 | 441,318,000 | 949,965,000 |
Payment for settlement of vested stock options | 0 | 0 | (7,506,000) |
Payments for taxes related to net share settlement of equity awards | 0 | (2,825,000) | (2,356,000) |
Payment of contingent consideration | 0 | (10,705,000) | (6,180,000) |
Net activity from derivatives with an other-than-insignificant financing element | 2,236,000 | (18,978,000) | (5,555,000) |
Proceeds from issuance of shares upon exercise of options | 19,947,000 | 7,426,000 | 3,400,000 |
Net cash provided by / (used in) financing activities | 38,801,000 | (86,367,000) | 70,290,000 |
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash | (13,118,000) | (28,000) | (13,703,000) |
Net increase in cash, cash equivalents, and restricted cash | 39,783,000 | 109,875,000 | 171,830,000 |
Cash, cash equivalents, and restricted cash at beginning of period | 458,096,000 | 348,221,000 | 176,391,000 |
Cash, cash equivalents, and restricted cash at end of period | 497,879,000 | 458,096,000 | 348,221,000 |
Supplemental disclosures: | |||
Cash paid for interest | 84,563,000 | 103,243,000 | 143,833,000 |
Cash paid for income taxes, net of refunds | 92,930,000 | 65,260,000 | 32,635,000 |
Non-cash investing and financing activities: | |||
Purchases of property and equipment recorded in accounts payable and accrued liabilities | 1,390,000 | 693,000 | 793,000 |
Deferred offering costs payable or accrued but not paid | $ 0 | $ 2,086,000 | $ 0 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 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 obligation. As Informatica Inc. did not have any previous operations, Ithacalux is viewed as the predecessor to Informatica Inc. and its consolidated subsidiaries. Accordingly, these consolidated financial statements include certain historical consolidated financial and other data for Ithacalux for periods prior to the completion of the business combination. Unless the context otherwise requires, references to “Informatica”, “we,” “us,” “our” and the “Company” mean Informatica Inc. and its consolidated subsidiaries for all periods presented. As a result of the restructuring transactions, the shareholders of Ithacalux contributed their interests in Ithacalux to Informatica in exchange for an aggregate of 288,867,682 shares of Informatica’s common stock. 200,768,636 shares of Informatica’s common stock was designated Class A common stock, and 44,049,523 shares of the common stock was designated Class B-1 common stock, with an equal number (44,049,523 shares of the common stock) designated Class B-2 common stock. The number of shares of Class A common stock and Class B-1 and Class B-2 common stock issued was determined in accordance with the applicable provisions of the contribution agreement. Amounts for periods presented prior to the completion of the restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions. On October 29, 2021, the Company completed its initial public offering (the “IPO”), in which the Company issued and sold 29,000,000 shares of its Class A common stock at $29.00 per share. On November 10, 2021, the Company issued and sold an additional 4,350,000 shares of Class A common stock in connection with a full exercise of the underwriters’ option to purchase additional shares granted in the IPO. The Company generated a total of $967.2 million in gross proceeds, inclusive of the underwriter’s exercise of their option to purchase additional shares in the offering, and net proceeds of $915.7 million, after underwriting discounts and commissions of $51.5 million. The Company also incurred offering costs of $11.9 million in relation to the IPO. The Company has developed an AI-powered software platform that connects, manages, and unifies data across multi-cloud, hybrid systems at enterprise scale. The platform enables the Company’s customers to accurately track and understand their data, allowing them to create 360-degree customer experiences, automate data operations across enterprise-wide business processes, and pursue holistic data-driven digital strategies by guiding workload migrations to the cloud. The Company’s platform includes a suite of interoperable data management products that leverage the shared services and metadata of the underlying platform, including products for Data Integration, API & Application Integration, Data Quality, Master Data Management, Customer and Business 360, Data Catalog and Governance and Privacy. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements include those of the Company and its subsidiaries, after elimination of all intercompany accounts and transactions. The Company has prepared the accompanying consolidated financial statements in accordance with U.S generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Segment Reporting The Company manages, monitors and reports its operating results and financial position as a single operating segment. The Company’s chief operating decision-maker (“CODM”) is its Chief Executive Officer who makes operating decisions, assesses financial performance and allocates resources based on consolidated financial information. As such, the Company has determined that it operates in one reportable segment. Long-lived assets, comprising property and equipment, net and operating lease right-of-use assets, by geographic area were as follows (in thousands): December 31, 2022 December 31, 2021 United States $ 159,263 $ 167,458 India 23,901 33,833 Ireland 25,510 29,146 Other 19,635 21,761 Total $ 228,309 $ 252,198 Use of Estimates The Company’s 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 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) self-managed subscription licenses, representing a term license to self-managed software, 3) subscription support, representing support for self-managed subscription licenses, 4) on-premises 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 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 Self-managed 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) self-managed 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 Self-managed 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. Self-managed subscription license support revenues are generated through the sale of license support contracts sold together with the self-managed 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, self-managed subscription licenses, and 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, self-managed subscription licenses, and 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, self-managed subscription licenses, and perpetual licenses. Returns and Material Rights The Company’s agreements do not permit returns, and historically the Company has not had any significant returns or refunds; therefore, the Company has not established a sales return allowance. Some contracts offer price discounts on future purchases. The Company evaluates these options to determine whether they provide a material right to the customer, representing a separate performance obligation. In circumstances involving a material right, revenue is allocated to these rights and deferred; subsequently the revenue is recognized when those future goods or services are transferred, or when the option expires. Generally, such discount mechanisms have not resulted in material rights. Contract balances The timing of revenue recognition, billings, and cash collections results in contract assets (both billed accounts receivable, where the Company has an unconditional right to contract consideration subject only to the passage of time, and unbilled receivables), and contract liabilities (deferred revenue and customer deposit liabilities) on the Company’s accompanying consolidated balance sheets. Accounts receivable The timing of revenue recognition may differ from the timing of invoicing customers. Accounts receivables as reported on the accompanying 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 self-managed subscription licenses with 2-3 year subscription terms, but the related fees are generally invoiced annually. There were immaterial credit losses associated with contracts with customers for the years ended December 31, 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 cash payments received under cancelable contracts. Deferred revenue and customer deposit liabilities will be recognized as revenue in future periods. As of December 31, 2022, deferred revenue and customer deposit liabilities were $697.5 million and $2.0 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 consolidated balance sheet date. Contract liabilities were approximately $699.5 million as of December 31, 2022, of which the Company expects to recognize $676.5 million over the next 12 months, and the remainder thereafter. The amount of revenues recognized during the years ended December 31, 2022 and 2021 that were included in the opening contract liabilities balance was approximately $606.2 million and $541.2 million, respectively. Revenues recognized from performance obligations satisfied in prior periods were immaterial during each of the years ended December 31, 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 December 31, 2022, the Company’s remaining performance obligations was $1.34 billion, which does not include customer deposit liabilities. The Company expects to recognize approximately 69% of its remaining performance obligations at December 31, 2022, as revenues over the next twelve months and the remainder over the next two to three years. Costs to obtain a contract Costs to obtain a contract include sales commissions earned as well as payroll taxes and other costs associated with and directly attributable to the contract obtained. These costs are considered incremental and recoverable costs of obtaining a contract, and therefore, are capitalized when certain customer contracts are signed. These costs are recorded as deferred commission expense in Prepaid expenses and other current assets and Other assets in the consolidated balance sheets. Sales commissions paid for renewals of customer contracts are not commensurate with the commissions paid for the acquisition of the initial contract given the substantive difference in commission rates in proportion to their respective contract values. Accordingly, costs to obtain a contract paid upon the initial acquisition of the contract are amortized over the estimated period of benefit of five years, which may exceed the term of the initial contract. The Company determines the estimated period of benefit based on the duration of relationships with its customers, which includes the expected renewals of customer contracts, customer retention data, its technology development lifecycle, and other factors. The Company amortizes these commissions consistent with the pattern of satisfaction of the performance obligation to which the asset relates. Costs to obtain a contract paid upon multi-year renewal are amortized over the renewal contract term. Amortization expense is included in Sales and Marketing expenses in the consolidated statements of operations. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the estimated period of benefit would have been one year or less. Goodwill The Company tests goodwill for impairment annually during the fourth quarter of each year and whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable in accordance with ASC 350, Intangibles—Goodwill and Other . The Company has one operating segment and reporting unit, and therefore goodwill is tested for impairment at the entity level. Goodwill impairment is recognized when the quantitative assessment results in the carrying value of the reporting unit exceeding its estimated fair value, in which case an impairment charge is recorded to goodwill to the extent the carrying value exceeds the estimated fair value, limited to the amount of goodwill. The Company did not recognize any impairment of goodwill during the years ended December 31, 2022, 2021 and 2020. Impairment of Definite-lived Intangible Assets and other Long-lived Assets The Company evaluates long-lived assets, which includes amortized intangible assets and tangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of an asset to the future undiscounted cash flows attributable to that asset. The Company measures any amount of impairment based on the difference between the carrying value and the estimated fair value of the impaired asset. There were no impairments of long-lived assets during the years ended December 31, 2022, 2021 and 2020. Stock-based Compensation The Company accounts for stock-based compensation in accordance with the provisions of ASC 718, Stock Compensation . The Company measures and recognizes compensation expense for all stock-based awards, including stock options, 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. Net Loss Per Share Attributable to Class A and Class B-1 Common Stockholders The Company utilizes the treasury method when calculating basic and diluted net loss per share. The rights of the holders of Class A common stock and Class B-1 common stock are identical in all respects, except that Class B-1 common stock will not vote on the election or removal of directors. The holders of Class B-2 common stock have no participating rights (voting or otherwise), except for the right to vote on the election or removal of directors and will be entitled to a nominal annual dividend of CAD $15,000 in the aggregate. As Class B-2 common stock have no participating economic rights, the Company is not required to use the two-class method. Basic net loss per share is computed using the weighted average number of shares outstanding for the period, excluding unvested service and performance-based stock options and awards. Diluted net loss per share is computed using the weighted average shares outstanding for the period plus dilutive potential shares, including unvested stock options and awards using the treasury stock method. 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 consolidated balance sheet date are classified as short-term investments. Investments with maturities greater than one year from the 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 was 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 the investment and reclassifies unrealized gains and losses out of accumulated other comprehensive income (loss) into earnings using the specific identification method. Purchase premiums and discounts are amortized or accreted using the effective interest method over the life of the related security and such amortization and accretion are included in interest income in the consolidated statements of operations. For available-for-sale debt securities in an unrealized loss position, the Company determines whether a credit loss exists. In this assessment, among other factors, the Company considers 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). Fair Value of Financial Instruments The fair value of the Company’s cash, cash equivalents, short-term investments, accounts receivable, and accounts payable approximate their respective carrying amounts due to their short-term maturity. Concentrations of Credit Risk and Credit Evaluations Financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash and cash equivalents, investments, derivatives and trade receivables. The Company’s cash and cash equivalents are generally held with large, diverse financial institutions worldwide to reduce the amount of exposure to any single financial institution. The majority of cash equivalents consists of money market funds that primarily invest in U.S. government securities. The Company's 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 in the years ended December 31, 2022, 2021 and 2020. As of December 31, 2022 and December 31, 2021, no customer accounted for more than 10% of the accounts receivable balance. Allowance for Credit Losses The Company estimates the overall collectability of accounts receivable and other contract assets and provides an allowance for credit losses for those considered uncollectible. The Company makes estimates of expected credit losses by specifically analyzing its accounts receivable and other contract assets based on historical experience, customer concentrations, customer credit-worthiness, the age of the receivable, current economic trends, and changes in its customer payment terms. Accounts receivable deemed uncollectible are charged against the allowance for credit losses when identified. The Company records the expected credit losses in general and administrative expense. On December 31, 2022 and 2021, the Company’s allowance for credit losses were $4.6 million and $4.6 million, respectively. The table below details the activity of the allowance, for the years ended December 31, 2022, 2021 and 2020 (in thousands): Beginning Balance Provisions for Expected Credit Loss Write-offs, Net of Recoveries Revaluation (i) Ending Balance December 31, 2020 $ 4,316 204 (46) 83 $ 4,557 December 31, 2021 $ 4,557 183 (39) (57) $ 4,644 December 31, 2022 $ 4,644 207 (176) (67) $ 4,608 (i) The amounts represent revaluations on balances denominated in foreign currencies. Income Taxes The Company uses the liability method of accounting for income taxes in accordance with ASC 740, Income Taxes . Under this method, income tax expense or benefit is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. The measurement of current and deferred tax assets and liabilities is based on provisions of currently enacted tax laws. The effects of future changes in tax laws or rates are not contemplated. A two-step approach is applied pursuant to ASC 740 in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties related to uncertain tax positions in its income tax provision line of its consolidated statements of operations. The Company evaluates the realization of deferred tax assets based on all available evidence, including projected results of operations and the scheduled reversal of temporary diff |
Cash, Cash Equivalents, Restric
Cash, Cash Equivalents, Restricted Cash, and Investments | 12 Months Ended |
Dec. 31, 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 short-term investments as of December 31, 2022 and December 31, 2021 (in thousands). December 31, 2022 2021 Cash $ 165,599 $ 275,386 Cash equivalents: Time deposits 51,192 979 Money market funds 273,098 180,013 Commercial paper 7,990 — Total cash equivalents 332,280 180,992 Total cash and cash equivalents $ 497,879 456,378 Restricted cash — 1,718 Total cash, cash equivalents, and restricted cash $ 497,879 $ 458,096 Short-term investments: Time deposits 125,281 40,045 Commercial paper 27,708 — Corporate debt securities 21,724 — U.S. government agency securities 39,597 — Non-U.S. government and agency securities 3,946 — Total short-term investments 218,256 40,045 Total cash, cash equivalents, restricted cash, and investments $ 716,135 $ 498,141 _____________ See Note 5. Fair Value Measurements of the Notes to Consolidated Financial Statements of this Report for further information regarding the fair value of the Company’s financial instruments. |
Available-For-Sale Debt Securit
Available-For-Sale Debt Securities | 12 Months Ended |
Dec. 31, 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 December 31, 2022 (in thousands). There were no available-for-sale debt securities held at December 31, 2021. December 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. government agency securities $ 39,634 $ 5 $ (42) $ 39,597 Non-U.S. government securities 3,964 — (18) 3,946 Corporate debt securities 21,850 — (126) 21,724 Commercial paper 35,745 — (47) 35,698 Total $ 101,193 $ 5 $ (233) $ 100,965 There were no realized gains or losses related to available-for-sale debt securities for the three and twelve months ended December 31, 2022. As of December 31, 2022, all available-for-sale debt securities mature within one year of consolidated balance sheet date. As of December 31, 2022, the gross unrealized losses that have been in a continuous unrealized loss position for less than 12 months were $0.2 million, which were related to $75.5 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 twelve months ended December 31, 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. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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. Fair Value Measurement of Financial Assets and Liabilities on a Recurring Basis The following table presents information about the Company’s financial assets and financial liabilities that are measured at fair value on a recurring basis as of December 31, 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) $ 176,473 $ 176,473 $ — $ — Money market funds (ii) 273,098 273,098 — — Commercial paper (i) 35,698 — 35,698 — Corporate debt securities (iii) 21,724 — 21,724 — U.S. government and U.S. government agency securities (iii) 39,597 — 39,597 — Non-U.S. government securities (iii) 3,946 — 3,946 — Total cash equivalents and investments 550,536 449,571 100,965 — Foreign currency derivatives (iv) 88 — 88 — Total assets $ 550,624 $ 449,571 $ 101,053 $ — Liabilities: Foreign currency derivatives (v) $ 3,343 $ — $ 3,343 $ — Total liabilities $ 3,343 $ — $ 3,343 $ — __________ (i) Included in cash equivalents and short-term investments on the consolidated balance sheets. (ii) Included in cash equivalents on the consolidated balance sheets. (iii) Included in short-term investments on the consolidated balance sheets. (iv) Included in prepaid expenses and other current assets on the consolidated balance sheets. (v) Included in accrued liabilities on the consolidated balance sheets. As of December 31, 2022, 82% and 18% of the Company’s total financial assets subject to fair value measurement are classified as Level 1 and Level 2, respectively. 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 consolidated balance sheets. (ii) Included in cash equivalents on the consolidated balance sheets. (iii) Included in prepaid expenses and other current assets, and other assets on the consolidated balance sheets. (iv) Included in accrued liabilities on the consolidated balance sheets. As of December 31, 2021, 99% and 1% of the Company’s total financial assets subject to fair value measurement are classified as Level 1 and Level 2, respectively. 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, 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 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 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. As of December 31, 2022 there were no more outstanding interest rate swaps. The counterparties associated with the Company’s foreign currency forward contracts and interest rate swaps are large credit-worthy financial institutions. The foreign currency derivatives transacted with these entities are relatively short in duration and the interest rate derivatives are spread between two counterparties; therefore, the Company does not consider counterparty concentration and non-performance to be material risks at this time. Both the Company and the counterparties are expected to perform under the contractual terms of the instruments. There were no transfers between Level 1, Level 2 and Level 3 categories during the years ended December 31, 2022 and 2021. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment The following table summarizes the cost of property and equipment and related accumulated depreciation at December 31, 2022 and 2021 (in thousands, except years): Estimated December 31, 2022 2021 Land N/A $ 40,512 $ 40,512 Buildings 25 years 118,134 118,134 Site improvements 15 years 2,567 2,517 Building improvements 10-15 years 34,706 34,252 Total land and buildings 195,919 195,415 Computer, equipment, and software 1-5 years 105,230 110,411 Furniture and fixtures 3-5 years 16,851 17,414 Leasehold improvements 1-10 years 52,612 55,331 Total property and equipment 370,612 378,571 Less: Accumulated depreciation and amortization (210,038) (201,162) Total property and equipment, net $ 160,574 $ 177,409 Depreciation and amortization expense were $21.2 million, $24.9 million, and $27.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 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 as of December 31, 2022 and 2021 (in thousands): December 31, 2022 2021 Beginning balance $ 2,380,752 $ 2,419,501 Measurement period adjustment — 54 Foreign currency translation adjustment (43,716) (38,803) Ending balance $ 2,337,036 $ 2,380,752 Goodwill represents the excess of consideration paid over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. During the year ended December 31, 2022, the Company recorded a total net reduction to goodwill of $43.7 million due to foreign currency translation adjustments. During the year ended December 31, 2021, the Company recorded a total net reduction to goodwill of $38.7 million which consisted of $38.8 million of foreign currency translation adjustments, offset by an increase to goodwill of $0.1 million due to a measurement period adjustment related to changes in the realization of deferred tax assets. Intangible Assets The carrying amounts of the intangible assets other than goodwill as of December 31, 2022 and 2021 are as follows (in thousands, except years): Weighted Average December 31, 2022 December 31, 2021 Cost Accumulated Amortization Net Cost Accumulated Net Acquired developed and core technology 6 $ 876,949 $ (859,319) $ 17,630 $ 878,822 $ (823,965) $ 54,857 Other intangible assets: Customer relationships 15 2,154,735 (1,359,837) 794,898 2,163,048 (1,214,492) 948,556 Trade names and trademark 7 81,442 (65,978) 15,464 81,894 (57,852) 24,042 Total other intangible assets 2,236,177 (1,425,815) 810,362 2,244,942 (1,272,344) 972,598 Total intangible assets, net 3,113,126 (2,285,134) 827,992 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 $188.8 million, $245.9 million and $287.8 million for the years ended December 31, 2022, 2021 and 2020, respectively. The allocation of the amortization of intangible assets for the periods indicated below is as follows (in thousands): Year ended 2022 2021 2020 Cost of revenues $ 35,354 $ 73,461 $ 98,458 Operating expenses 153,471 172,434 189,309 Total amortization of intangible assets $ 188,825 $ 245,895 $ 287,767 Certain intangible assets are recorded in foreign currencies; and therefore, the gross carrying amount and accumulated amortization are subject to foreign currency translation adjustments. As of December 31, 2022, the amortization expense related to identifiable intangible assets in future periods is expected to be as follows (in thousands): Years ending December 31, Acquired Developed and Core Technology Other Intangible Assets Total Intangible Assets 2023 $ 11,474 $ 137,096 $ 148,570 2024 3,391 121,155 124,546 2025 1,626 99,115 100,741 2026 926 86,301 87,227 2027 184 75,060 75,244 Thereafter 29 291,635 291,664 Total expected amortization expense $ 17,630 $ 810,362 $ 827,992 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities as of December 31, 2022 and 2021 consisted of the following (in thousands): Year ended 2022 2021 Accrued taxes $ 22,741 $ 29,382 Derivative liabilities 3,343 7,777 Other 32,760 37,604 Accrued Liabilities $ 58,844 $ 74,763 |
Borrowings
Borrowings | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings Long-term debt consists of the following (in thousands): Year ended 2022 2021 Dollar term loan $ 1,860,938 $ 1,875,000 Less: Discount on term loan (7,529) (8,671) Less: Debt issuance costs (12,899) (14,858) Total debt, net of discount and debt issuance costs 1,840,510 1,851,471 Less: Current portion of long-term debt (18,750) (14,063) Long-term debt $ 1,821,760 $ 1,837,408 As of December 31, 2022 and 2021 the aggregate fair value of the Company’s dollar term loan, based on Level 2 inputs related to fair market value, were $1,830.2 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 $1.79 billion of dollar term loans and €480.0 million of euro term loans under the First Lien Credit Agreement and $425.0 million of term loans under the Second Lien Credit Agreement. On October 29, 2021, the Company refinanced the 2020 Credit Agreements with a new Credit and Guaranty Agreement (the “Credit Agreement”), with JPMorgan Chase Bank, N.A., as agent, for a syndicate of lenders. Under the Credit Agreement, the Company borrowed $1.875 billion of dollar term loans (the “Term Facility”) and obtained $250.0 million of commitments under a revolving credit facility (the “Revolving Facility” and, together with the Term Facilities, the “Credit Facilities”). The Company used the proceeds from the above amendment together with net proceeds of the initial public offering and cash on hand to refinance the First Lien Credit Agreement and to redeem €472.8 million of euro term loan under the First Lien Credit Agreement, redeem $475.0 million of term loans under the Second Lien Credit Agreement, and pay fees and expenses in connection with the transaction. The entry into the Credit Agreement and related transactions resulted in a one-time loss on debt refinancing of $30.8 million, which was comprised of $10.5 million related to expensing of existing unamortized debt issuance and discount costs due to extinguishment of debt, $9.5 million related to a breakage fee on a term loan repaid under the Second Lien Agreement, and the remaining $10.8 million related to new debt issuance costs for loans from existing lenders which were considered modified. On the date of the Credit Agreement, the Company had previously unamortized debt issuance costs and an original issue discount associated with the modified lenders of $18.1 million and incurred an additional $3.7 million of new debt issuance costs and $2.3 million of new debt discount from new lenders, the aggregate amount of which will be amortized to interest expense using the effective interest method over the remaining life of the term loan. The Term Facility matures on October 29, 2028 and is repayable in quarterly installments of 0.25% of the initial principal amount thereof, with the remaining amount due at maturity. The Revolving Facility matures on October 29, 2026. The Company may prepay all or part of the Credit Facilities at any time. Subject to certain exceptions and limitations, the Company is required to prepay the Term Facility with the net proceeds of certain occurrences, such as the incurrences of indebtedness not permitted to be incurred under the Credit Agreement, 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 December 31, 2022 and December 31, 2021. There were $1.7 million and $1.4 million of utilized letters of credit under the Revolving Facility at December 31, 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 December 31, 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 December 31, 2022 are as follows (in thousands): 2023 $ 18,750 2024 18,750 2025 18,750 2026 18,750 2027 18,750 Thereafter 1,767,188 Total $ 1,860,938 |
Disaggregation of Revenue and C
Disaggregation of Revenue and Costs to Obtain a Contract | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 Revenue: Cloud and subscription support $ 562,492 $ 433,001 $ 320,525 Self-managed subscription license 294,671 314,671 273,309 Subscription 857,163 747,672 593,834 Perpetual license 10,397 29,269 63,126 Software revenue 867,560 776,941 656,960 Maintenance 519,996 558,470 560,868 Professional services 117,562 108,644 105,268 Maintenance and professional services revenue 637,558 667,114 666,136 Total revenues $ 1,505,118 $ 1,444,055 $ 1,323,096 Revenue by geographic location for the years ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 North America $ 1,032,978 $ 961,860 $ 886,477 EMEA 314,978 325,583 292,151 Asia Pacific 124,156 122,770 116,863 Latin America 33,006 33,842 27,605 Total revenues $ 1,505,118 $ 1,444,055 $ 1,323,096 In 2022, 2021 and 2020, the Company’s revenue from customers in the United States was $979.1 million, $907.8 million and $838.4 million, respectively. Revenue from customers in all foreign countries during those periods was $526.0 million, $536.3 million and $484.7 million, respectively. No foreign country represented 10% or more of the Company’s total revenue for the three years ended December 31, 2022, 2021 and 2020, respectively. Costs to obtain a contract Costs to obtain contracts consist of sales commissions and related payroll taxes (together “deferred commissions”). The changes in the capitalized costs to obtain a contract for the years ended December 31, 2022 and 2021 (in thousands): Ending balance as of December 31, 2020 $ 136,566 Additions 90,971 Commissions amortized (48,517) Revaluation (1,560) Ending balance as of December 31, 2021 $ 177,460 Additions, net 103,298 Commissions amortized (60,235) Revaluation (2,719) Ending balance as of December 31, 2022 $ 217,804 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company leases certain office facilities under various operating leases, which expire at various dates through 2035 and require the Company to pay operating costs, including property taxes, insurance, and maintenance. The Company’s leases have remaining lease terms of up to 12 years, some of which include options to extend the lease for up to 9 years. Additionally, some lease contracts include termination options. The Company’s lease agreements do not contain any residual value guarantees, material variable payment provisions or material restrictive covenants. Total operating lease expense was $19.9 million, $21.3 million, and $22.5 million, excluding short term lease costs, variable lease costs, and sublease income each of which were immaterial for the years ended December 31, 2022, 2021 and 2020, respectively, and is recorded under operating expenses. Total cash paid for amounts included in the measurement of operating lease liabilities was $21.6 million and $22.9 million, for the years ended December 31, 2022 and 2021, respectively. Operating lease liabilities arising from obtaining operating right-of-use assets were $13.9 million and $22.1 million, at December 31, 2022 and 2021, respectively. The weighted-average remaining lease term and weighted-average discount rate for operating lease liabilities as of December 31, 2022 were 5.91 years and 4.79%, respectively. Maturities of operating lease liabilities as of December 31, 2022 are presented in the table below (in thousands): Year ending December 31, 2023 $ 20,483 2024 16,977 2025 12,138 2026 8,340 2027 5,659 Thereafter 20,326 Total operating lease payments $ 83,923 Less: imputed interest (11,231) Present value of operating lease liabilities $ 72,692 The Company leases certain portion of its owned facilities to third parties. The Company earned lease income of $4.5 million, $4.5 million and $4.8 million for the years ending December 31, 2022, 2021 and 2020, respectively and is included in Other income (expense) three |
Leases | Leases The Company leases certain office facilities under various operating leases, which expire at various dates through 2035 and require the Company to pay operating costs, including property taxes, insurance, and maintenance. The Company’s leases have remaining lease terms of up to 12 years, some of which include options to extend the lease for up to 9 years. Additionally, some lease contracts include termination options. The Company’s lease agreements do not contain any residual value guarantees, material variable payment provisions or material restrictive covenants. Total operating lease expense was $19.9 million, $21.3 million, and $22.5 million, excluding short term lease costs, variable lease costs, and sublease income each of which were immaterial for the years ended December 31, 2022, 2021 and 2020, respectively, and is recorded under operating expenses. Total cash paid for amounts included in the measurement of operating lease liabilities was $21.6 million and $22.9 million, for the years ended December 31, 2022 and 2021, respectively. Operating lease liabilities arising from obtaining operating right-of-use assets were $13.9 million and $22.1 million, at December 31, 2022 and 2021, respectively. The weighted-average remaining lease term and weighted-average discount rate for operating lease liabilities as of December 31, 2022 were 5.91 years and 4.79%, respectively. Maturities of operating lease liabilities as of December 31, 2022 are presented in the table below (in thousands): Year ending December 31, 2023 $ 20,483 2024 16,977 2025 12,138 2026 8,340 2027 5,659 Thereafter 20,326 Total operating lease payments $ 83,923 Less: imputed interest (11,231) Present value of operating lease liabilities $ 72,692 The Company leases certain portion of its owned facilities to third parties. The Company earned lease income of $4.5 million, $4.5 million and $4.8 million for the years ending December 31, 2022, 2021 and 2020, respectively and is included in Other income (expense) three |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 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 December 31, 2022, a net unrealized loss of approximately $2.1 million accumulated in other comprehensive income (loss) is expected to be reclassified into earnings within the next twelve months. The Company has forecasted the amount of its anticipated foreign currency expenses based on its historical performance and projected financial plan. As of December 31, 2022 and 2021, 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 $100.3 million and $83.9 million of Indian rupees as of December 31, 2022 and 2021, respectively. Interest Rate Swaps The Company may enter into interest rate swap agreements to offset the variability of cash flows associated with the floating rate interest payments related to the Term Loan Facilities. See Note 9. Borrowings in the Notes to Consolidated Financial Statements of this Report for further discussion of the credit facilities. These swaps are generally designated as cash flow hedges of floating rate interest payments. During the year ended December 31, 2022, the Company had two interest rate swaps 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 consolidated statement of cash flows. The Company recorded the changes in the fair value of the cash flow designated interest rate swaps in other comprehensive income (loss), until the hedged cash flow occurred, at which point any gain (loss) was reclassified into earnings. Both interest rate swaps matured as of December 31, 2022. 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 were 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 had been designated as a cash flow hedge of interest expense on the Company’s outstanding LIBOR borrowings. The borrowing was amortized to interest expense over its remaining term and the fair value of the embedded interest rate swap was recorded in other comprehensive income until it was recognized as interest expense at each settlement date. One of the two interest rate swaps was de-designated in November 2020. The other comprehensive loss at de-designation was amortized to interest expense over the original hedge period and future gains and losses on the de-designated swap was recognized as interest expense. 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 $10.4 million and $9.4 million of Indian rupees at December 31, 2022 and 2021, respectively. There were no open foreign currency contracts to sell at December 31, 2022 and 2021, respectively. The following table reflects the fair value amounts for designated and non-designated hedging instruments at December 31, 2022 and 2021 (in thousands): December 31, 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 $ 88 $ 2,827 $ 1,405 $ 52 Interest Rate Swaps — — — 1,992 Non-designated hedging instruments Foreign currency forward contracts — 516 204 — Interest Rate Swaps — — — 5,733 Total fair value of hedging instruments $ 88 $ 3,343 $ 1,609 $ 7,777 (i) Included in prepaid expenses and other current assets, and other assets on the consolidated balance sheets. (ii) Included in accrued liabilities on the consolidated balance sheets. The Company presents its derivative assets and derivative liabilities at gross fair values in the consolidated balance sheets. However, under the master netting agreements with the respective counterparties of the foreign exchange contracts, subject to applicable requirements, the Company is allowed to net settle transactions of the same currency with a single net amount payable by one party to the other. The derivatives held by the Company are not subject to any credit contingent features negotiated with its counterparties. The Company is not required to pledge nor is entitled to receive cash collateral related to the above contracts. As of December 31, 2022 and 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 consolidated statements of operations for the periods indicated below are as follows (in thousands): Year Ended December 31, 2022 2021 2020 Amount of gain (loss) recognized in other comprehensive income (loss) (i) $ 4,492 $ 4,938 $ (31,184) Amount of gain (loss) related to foreign exchange forward contracts reclassified from accumulated other comprehensive income (loss) into income (ii) $ (1,421) $ 3,307 $ (687) Amount of gain (loss) related to interest rate swaps reclassified from accumulated other comprehensive loss into income as interest expense $ 4,558 $ (21,323) $ (20,564) (i) The before-tax gain (loss) of $(5,513), $2,482 and $1,183 related to foreign exchange forward contracts were recognized in other comprehensive income (loss) during the years ended December 31, 2022, 2021 and 2020, respectively. The before-tax gain (loss) of $10,005, $2,456 and $(32,367) related to interest rate swaps were recognized in other comprehensive income (loss) during the years ended December 31, 2022, 2021 and 2020 respectively. (ii) The before-tax gain (loss) of $(316), $629 and $(147) were included in cost of service revenues on the consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020, respectively. The before tax gain (loss) of $(1,105), $2,678 and $(540) were included in operating expenses, primarily research and development expense on the consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020, respectively. 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): Year Ended December 31, 2022 2021 2020 Gain (loss) recognized in other income (expense), net (i) $ 5,493 $ (183) $ (206) _____________ (i) Gain (loss) recognized in other income (expense), net includes the debt component of restructured interest rate swap treated as a hybrid instrument. Both of the restructured and non-designated interest rate swaps matured in December 2022. See Note 5. Fair Value Measurements, Note 15. Accumulated Other Comprehensive Income, and Note 19. Commitments and Contingencies in the Notes to Consolidated Financial Statements of this Report for a further discussion. |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders Equity | Stockholders Equity 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 December 31, 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 are entitled to a nominal annual dividend of CAD$15,000 in the aggregate. Equity Incentive Plans In September 2021, as a result of the restructuring transactions, the Company adopted the equity incentive plan (the "2015 Plan"). The 2015 Plan has 34,065,509 aggregate shares authorized with a plan termination date of 10 years since the last amendment and restatement, or until March 13, 2030. The 2015 Plan is administered by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”). Amounts for periods prior to the completion of the restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in Note 1 Organization and Description of Business in the Notes to our Consolidated Financial Statements. The Compensation Committee granted equity awards through the third quarter of 2021 under the 2015 Plan in the form of options to acquire shares of the Company. The options are not intended to qualify as incentive stock options within the meaning of Section 422 of the Internal Revenue Code. The term of the options granted under this plan is ten years with a vesting requirement of continued employment through the applicable vesting date, and in certain cases attainment of performance criteria (“Performance-based Options”). In October 2021, the Company’s Compensation Committee adopted, and its stockholders approved the 2021 Equity Incentive Plan (the "2021 Plan"), which became effective in connection with the IPO. The 2021 Plan provides for the grant of incentive stock options within the meaning of Section 422 of the Code to our employees and any parent and subsidiary corporations' employees, and for the grant of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares to our employees, directors and consultants and our parent and subsidiary corporations' employees and consultants. A total of 46,770,130 shares of the Company’s Class A common stock have been reserved for issuance under the 2021 Plan. Option Awards Prior to 2022, the Company has issued options subject to service based vesting ("Service-based options") under the 2015 Plan. In addition, the Company has issued different types of Performance-based Options under the 2015 plan, for which vesting is subject to the achievement of one or more performance events, such as achievement of certain levels of Multiple on Invested Capital ("MOIC"), exit events, including a change in control or partial sale, or initial public offering, and market liquidity vesting criteria in connection with achieving a certain per share price in any one or more exit events (the "MOIC/Performance Options"). At the achievement of one or more exit events, the Company will recognize compensation expense in proportion to the requisite service period already completed. Upon the effectiveness of our IPO, an underlying performance-based vesting condition of the MOIC/Performance Options was deemed satisfied, and therefore, the Company recognized cumulative stock-based compensation expense of $15.7 million as of the date of IPO. The remaining expense will be recognized over the remaining estimated derived service period unless the market liquidity vesting criteria are achieved earlier. The following table summarizes the option award activity for the years ended December 31, 2022 and 2021 (in thousands, except share price, fair value and term): Number of Options Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Total Service-based Performance-based Outstanding at December 31, 2020 23,710 16,463 7,247 $ 14.85 7.84 $ 83,364 Granted 5,668 3,749 1,919 $ 22.20 $ 8.20 Exercised (1,276) (1,024) (252) $ 11.83 $ 13,742 Forfeited or expired (2,218) (1,420) (798) $ 15.74 Outstanding at December 31, 2021 25,884 17,768 8,116 $ 16.53 7.36 $ 529,265 Exercised (1,665) (1,329) (336) $ 12.19 $ 12,718 Forfeited or expired (1,399) (935) (464) $ 17.01 Outstanding at December 31, 2022 22,820 15,504 7,316 $ 16.83 6.34 $ 51,157 The weighted-average fair value of each share used in the determination of the Company’s options as of and for the respective period ended December 31, 2021 was $21.42. The fair value of options vested during the years ended December 31, 2022 and 2021 was $32.3 million and $13.8 million, respectively. As of December 31, 2022, the number of options vested and exercisable was 14.6 million with a weighted average exercise price of $16.3 and aggregate intrinsic value of $34.1 million. The weighted average remaining contractual terms for options vested and exercisable as of December 31, 2022 and 2021 were 5.94 years and 6.34 years, respectively. Aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company’s common stock. As of December 31, 2022, there were a total of approximately 8.2 million unvested options with a weighted-average grant date fair value of $8.47 per share. As of December 31, 2021, there were a total of approximately 15.4 million unvested options with a weighted-average grant date fair value of $5.78 per share. 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 year ended December 31, 2022 under the 2021 Plan (in thousands, except share price): Number of Shares Weighted-Average Grant Date Fair Value Unvested and outstanding as of December 31, 2020 — $ — Granted 7,635 33.02 Vested — — Forfeited (65) 32.98 Unvested and outstanding as of December 31, 2021 7,570 $ 33.02 Granted 12,795 18.89 Vested (1,998) 31.43 Forfeited (1,021) 30.02 Unvested and outstanding as of December 31, 2022 17,346 $ 22.95 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 December 31, 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 2021 ESPP is 85% of the lesser of the fair market value of our common stock on (i) the first trading day of the applicable offering period and (ii) the last trading day of each purchase period in the applicable offering period. The ESPP also includes a reset provision for the purchase price if the stock price on the purchase date is less than the stock price on the first date of the offering period. Share Repurchases There were no repurchases during the year ended December 31, 2022.During the year ended December 31, 2021, the Company repurchased 0.4 million shares for $9.3 million. All repurchases were completed under the terms of the 2015 Plan. Summary of Assumptions Expected term - For options, the Company estimates the expected term based on an analysis of the facts and circumstances underlying the option agreement. For the ESPP, expected term represents the term from the first day of the offering period to the purchase dates within each offering period. Expected volatility - As we do not have sufficient trading history of our common stock, we estimate the volatility of our common stock on the date of the grant based on the weighted-average historical stock price volatility of comparable publicly-traded companies over a period equal to the expected term of the award. Risk-free interest rate - Risk-free rate is estimated based upon the implied yield on the U.S. Treasury zero-coupon issued with maturities that are consistent with the option’s expected term. Expected dividend yiel d - Based on Company’s continued assumption that there will not be any dividend payouts, the expected dividend yield is zero. Fair value of underlying common stock - Prior to the Company's IPO, the fair value of the underlying share and the exercise price were based on the estimated per share fair value from the Company’s recurring valuation process. The Company discounted the fair value of the underlying share for lack of marketability of the shares before applying each model. After the completion of the IPO, the fair value of the Company's common stock is determined by the closing price of its common stock on the primary stock exchange on which our common stock is traded date of grant for options or on the first day of the offering period for the Company's ESPP. There were no Service-based option awards granted during the year ended December 31, 2022. The fair values of the Service-based option awards granted during the years ended December 31, 2021 and 2020 were estimated using the following assumptions using the Black-Scholes pricing model: 2021 2020 Service-based Option Awards: Expected term (in years) 3.4 2.9 Expected volatility 39.4 % 36.4 % Risk-free interest rate 0.4 % 0.3 % Expected dividend rate — % — % There were no Performance-based option awards granted during the year ended December 31, 2022. The following table summarizes the weighted-average assumptions used in estimating the fair value of our Performance-based options using the Monte Carlo pricing model: 2021 2020 Performance-based Option Awards: Expected term (in years) 1.9 - 2.7 3.4 - 3.9 Expected volatility 40.0% - 45.0% 45% Risk-free interest rate 1.2% - 1.5% 0.6% - 0.7% Expected dividend rate —% —% The following table summarizes the weighted-average assumptions used in estimating the fair value of the ESPP for the offering periods during the years ended December 31, 2022 and 2021 using the Black-Scholes pricing model: Year ended 2022 2021 ESPP: Expected term (in years) 0.5 - 1.0 0.3 - 0.9 Expected volatility 34.8% - 45.2% 27.6% - 32.6% Risk-free interest rate 0.6% - 3.5% 0.1% Expected dividend rate —% —% Fair value of common stock $20.05 - $21.55 $29.00 Stock Compensation The stock-based compensation (excluding deferred compensation) for the periods indicated below are as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenues $ 20,763 $ 5,528 $ 916 Research and development 40,045 11,114 2,531 Sales and marketing 39,175 12,889 3,035 General and administrative 35,879 15,486 5,562 Total stock-based compensation $ 135,862 $ 45,017 $ 12,044 As of December 31, 2022, total unrecognized stock-based compensation expense related to unvested service-based options was $13.2 million and is expected to be recognized over the remaining weighted-average vesting period of 1.06 years. As of December 31, 2022, total unrecognized stock-based compensation expense related to unvested options with performance, market liquidity and service vesting conditions is $8.3 million and is expected to be recognized over the estimated derived service period of 1.42 years, unless the market liquidity vesting criteria are achieved earlier. As of December 31, 2022, total unrecognized stock-based compensation expense related to unvested options with performance and service vesting conditions is $9.6 million and is expected to be recognized over the remaining service period of 2.25 years. As of December 31, 2022, the total unrecognized stock-based compensation expense related to the RSUs and PSUs outstanding was $366.3 million and is expected to be recognized over the remaining weighted-average vesting period of 2.95 years. As of December 31, 2022, the total unrecognized stock-based compensation expense related to the ESPP was $3.2 million and is expected to be recognized over the remaining offering periods. |
Employee 401(K) Plan
Employee 401(K) Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee 401(K) Plan | Employee 401(K) PlanThe Company’s employee savings and retirement plan (the “Plan”) is qualified under Section 401 of the Internal Revenue Code. The Plan is available to all regular employees on the Company’s U.S. payroll and provides employees with tax deferred salary deductions and alternative investment options. Employees may contribute up to 50% of their salary, up to the statutory prescribed annual limit. The Company matches 50% of the contribution made by an employee, up to a maximum of $6,000 per calendar year. For employees hired prior to January 1, 2017, contributions made by the Company vest 100% upon contribution. For employees hired after January 1, 2017, contributions made by the Company vest on a graded vesting schedule over four years. The Company contributed $10.5 million, $9.6 million, and $10.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. In addition, the Plan provides for discretionary contributions at the discretion of the Board of Directors. No discretionary contributions have been made by the Company to date. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | Accumulated Other Comprehensive (Loss) Income The following table summarizes the changes in accumulated balances for each component of other comprehensive (loss) income for the year ended December 31, 2022, net of taxes (in thousands): Net Unrealized Gain (Loss) on Cumulative Net Unrealized (Loss) on Available-for-sale Debt Securities Foreign Currency Interest Rate Swaps Total Cash Flow Hedges Total Beginning balance as of December 31, 2021 $ 20,232 $ — $ 1,018 $ (4,099) $ (3,081) $ 17,151 Other comprehensive (loss) income: Other comprehensive (loss) income before reclassifications, net of tax benefit (expense) of $548, $56, $1,359 and, $(2,472) (65,667) (171) (4,154) 7,533 3,379 (62,459) Net (gain) loss reclassified from accumulated other comprehensive (loss) income, net of tax benefit (expense) of $—, $—, $350 and $(1,124) — — 1,071 (i) (3,434) (ii) (2,363) (2,363) Total other comprehensive (loss) income, net of tax effect (iii) (65,667) (171) (3,083) 4,099 1,016 (64,822) Ending balance as of December 31, 2022 $ (45,435) $ (171) $ (2,065) $ — $ (2,065) $ (47,671) (i) The before-tax loss of $(316)and $(1,105) were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the consolidated statements of operations. (ii) The before-tax gain of $4,558 was included in interest expense on the consolidated statements of operations. (iii) The tax benefit (expense) related to the net gain (loss) reclassified from accumulated other comprehensive (loss) income was included in income tax provision on the consolidated statements of operations. The following table summarizes the changes in accumulated balances for each component of other comprehensive income (loss) for the year ended December 31, 2021, net of taxes (in thousands): Net Unrealized Gain (Loss) on Cumulative Foreign Interest Total Cash Total Beginning balance as of December 31, 2020 $ 63,711 $ 1,643 $ (22,059) $ (20,416) $ 43,295 Other comprehensive income (loss): Other comprehensive income (loss) before reclassifications, net of tax expense of $(165), $(618) and $(544) (43,479) 1,864 1,912 3,776 (39,703) Net (gain) loss reclassified from accumulated other comprehensive income (loss), net of tax (expense) benefit of $—, $(818) and $5,275 — (2,489) (i) 16,048 (ii) 13,559 13,559 Total other comprehensive income (loss), net of tax effect (iii) (43,479) (625) 17,960 17,335 (26,144) Ending balance as of December 31, 2021 $ 20,232 $ 1,018 $ (4,099) $ (3,081) $ 17,151 (i) The before-tax gain of $629 and $2,678 were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the consolidated statements of operations. (ii) The before-tax loss of $(21,323) was included in interest expense on the consolidated statements of operations. (iii) The tax benefit (expense) related to the net gain (loss) reclassified from accumulated other comprehensive income was included in income tax provision on the consolidated statements of operations. The following table summarizes the changes in accumulated balances for each component of other comprehensive income (loss) for the year ended December 31, 2020, net of taxes (in thousands): Net Unrealized Gain (Loss) on Cumulative Foreign Interest Total Cash Total Beginning balance as of December 31, 2019 $ 18,224 $ 232 $ (13,147) $ (12,915) $ 5,309 Other comprehensive income (loss): Other comprehensive income (loss) before reclassifications, net of tax benefit (expense) of $(415), $(290) and $7,933 45,487 893 (24,434) (23,541) 21,946 Net loss reclassified from accumulated other comprehensive income (loss), net of tax benefit of $—, $169 and $5,042 — 518 (i) 15,522 (ii) 16,040 16,040 Total other comprehensive income (loss), net of tax effect (iii) 45,487 1,411 (8,912) (7,501) 37,986 Ending balance as of December 31, 2020 $ 63,711 $ 1,643 $ (22,059) $ (20,416) $ 43,295 (i) The before-tax losses of $(147) and $(540) were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the consolidated statements of operations. (ii) The before-tax loss of $(20,564) was included in interest expense on the consolidated statements of operations. (iii) The tax benefit (expense) related to the net gain (loss) reclassified from accumulated other comprehensive income was included in income tax provision on the consolidated statements of operations. See Note 5. Fair Value Measurements , Note 12. Derivative Financial Instruments and Note 19. Commitments and Contingencies of the Notes to Consolidated Financial Statements of this Report for a further discussion. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision (benefit) for income taxes consists of the following for the periods indicated (in thousands): Year Ended December 31, 2022 2021 2020 Current tax provision: U.S. federal $ 73,974 $ 12,419 $ 25,118 U.S. state 15,175 9,748 7,955 Non-U.S. 16,394 23,564 17,033 Total current tax provision 105,543 45,731 50,106 Deferred tax benefit: U.S. federal (68,194) (8,699) (46,101) U.S. state (15,589) (7,429) (14,842) Non-U.S. (2,282) (5,564) (11,484) Total deferred tax (benefit) (86,065) (21,692) (72,427) Total provision (benefit) for income taxes $ 19,478 $ 24,039 $ (22,321) The components of income (loss) before income taxes attributable to the U.S. and non-U.S. operations are as follows (in thousands): Year Ended December 31, 2022 2021 2020 U.S. $(49,957) $ (120,874) $ (199,087) Non-U.S. 15,760 44,984 8,879 Loss before income taxes $(34,197) $ (75,890) $ (190,208) The Company became a tax resident of the United States starting in 2021; therefore, the statutory rate used for purposes of the following reconciliation between the provision (benefit) for income taxes at the statutory tax rate and the total provision (benefit) for income taxes for the year ended December 31, 2022 and 2021 was 21%. For 2020, the Company was a tax resident of Luxembourg; therefore the statutory rate was 25%: Year Ended December 31, 2022 2021 2020 Income tax benefit computed at statutory tax rate $ (7,177) $ (15,912) $ (47,194) State taxes, net of federal benefit 327 750 (5,441) Foreign earnings taxed at different rates 4,115 2,950 9,858 Stock-based compensation 9,504 1,729 1,023 Return to provision true-up 1,794 114 9,365 Research and development tax credits (3,574) (3,067) (2,259) Deferred distribution taxes 906 2,209 1,881 Foreign Inclusions 15,691 3,144 5,863 Withholding taxes 4,354 5,729 3,586 IRS audit settlement — (4,990) — Valuation allowance (6,214) 30,768 1,938 Other (248) 615 (941) Total income tax provision (benefit) $ 19,478 $ 24,039 $ (22,321) The Company’s effective tax rate was (57)% for the year ended December 31, 2022. The effective tax rate differed from the United States statutory rate of 21%, primarily due to foreign income inclusion under global intangible low-taxed income ("GILTI"), non-deductible stock-based compensation, and change in valuation allowance. The Company’s effective tax rate was (32)% for the year ended December 31, 2021. The effective tax rate differed from the United States statutory rate of 21%, primarily due to establishment of a valuation allowance on its disallowed interest expense deferred tax asset and withholding taxes, partially offset by a benefit from the IRS audit settlement in 2021. The Company’s effective tax rate was 12% for the year ended December 31, 2020. The effective tax rate was lower than the Luxembourg statutory rate of 25%, primarily due to U.S. earnings taxed at lower tax rates under the Tax Cuts and Jobs Acts enacted on December 22, 2017. Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): Year Ended December 31, 2022 2021 Deferred tax assets: Net operating loss carry forwards $ 17,118 $ 21,726 Tax credit carry forwards 28,790 31,910 Reserves and accrued costs not currently deductible 14,465 14,653 Deferred revenue 92,789 76,773 Unrealized gains or losses 4,091 3,591 Disallowed interest expense 64,754 88,204 Stock-based compensation 15,796 9,021 Lease liability 10,446 15,070 R&D capitalization 57,751 — Depreciable assets 1,262 173 Other 195 486 Gross deferred tax assets 307,457 261,607 Valuation allowance (124,794) (128,108) Net deferred tax assets 182,663 133,499 Deferred tax liabilities: Deferred distribution tax (10,423) (8,969) Intangible assets (129,426) (170,482) Deferred commissions (39,784) (32,537) Right of use assets (8,558) (13,102) Total deferred tax liabilities (188,191) (225,090) Net deferred tax liabilities $ (5,528) $ (91,591) ASC 740, Income Taxes, provides for the recognition of deferred tax assets if realization of such assets is more likely than not. In assessing the need for any additional valuation allowance for the year ended December 31, 2022, the Company considered all available evidence both positive and negative, including potential for prudent and feasible tax planning strategies. As a result of this analysis for the year ended December 31, 2022, management believes it is more likely than not that the Company’s deferred tax assets, after recording valuation allowances for disallowed interest expense, the net California and Ireland deferred tax assets and operating loss carryforwards in certain non-U.S. jurisdictions, will be realized. A reconciliation of the beginning and ending amount of valuation allowances is as follows (in thousands): Valuation allowance on deferred tax assets: Balance at (Charged) Balance at Year ended December 31, 2020 $ (96,411) $ 12,560 $ (83,851) Year ended December 31, 2021 $ (83,851) $ (44,257) $ (128,108) Year ended December 31, 2022 $ (128,108) $ 3,314 $ (124,794) As of December 31, 2022, the Company had U.S. federal and state net operating loss carry forwards of approximately $15.5 million and $8.3 million, respectively. In addition, the Company has California research and development tax credit carry forwards of approximately $50.3 million that do not expire. The utilization of the Company’s U.S. net operating losses is subject to various limitations under Section 382. The Company does not anticipate any expiration of the U.S. net operating loss carry forwards prior to their utilization. As of December 31, 2022, the Company’s non-U.S. subsidiaries had combined net operating loss carry forwards of $103.4 million that can be carried forward indefinitely. The Company provides for taxes on the undistributed earnings of certain non-U.S. subsidiaries which would be subject to withholding taxes if distributed. Additional U.S. or foreign income tax liabilities may arise upon reversal of certain other outside basis differences in our foreign subsidiaries, although the calculation of such additional taxes is not practicable. Deferred distribution taxes were $10.4 million and $9.0 million for the years ended December 31, 2022 and 2021, respectively. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): December 31, 2022 2021 2020 Beginning balance $ 43,044 $ 65,843 $ 62,730 Additions for tax positions of prior years 7,187 237 1,765 Reductions for tax positions of prior years (1,569) (2,087) (825) Additions based on tax positions related to the current year 3,813 4,432 4,332 Reductions due to lapse of statute of limitations (595) (480) (442) Reductions due to settlements — (24,901) (1,717) Ending balance $ 51,880 $ 43,044 $ 65,843 The unrecognized tax benefits related to ASC 740, if recognized, would impact the income tax provision by $25.5 million, $23.2 million and $37.1 million as of December 31, 2022, 2021 and 2020, respectively. The Company has elected to include interest and penalties as a component of income tax expense. Accrued interest and penalties as of December 31, 2022, 2021 and 2020 were approximately $5.2 million, $3.7 million and $6.2 million, respectively. As of December 31, 2022, the gross unrecognized tax benefit was approximately $51.9 million. It is reasonably possible that an additional reduction of up to $10 million of unrecognized tax benefits may occur within the next 12 months due to statute of limitation lapse, a portion of which would impact our effective tax rate. The actual amount could vary significantly depending on the ultimate timing and nature of any settlements and tax interpretations. The Company files U.S. federal income tax returns as well as income tax returns in various states and foreign jurisdictions. As of December 31, 2022, tax years 2017-2022 remain subject to examination in the major tax jurisdictions where the Company operates. In addition, the Company has been informed by certain state and foreign taxing authorities that it was selected for examination. U.S. federal, state and foreign jurisdictions have three to six open tax years at any point in time. The field work for certain state and foreign audits has commenced and are at various stages of completion as of December 31, 2022. Although the outcome of any tax examination is uncertain, the Company believes that it has adequately provided in its financial statements for any additional taxes that it may be required to pay as a result of these examinations. The Company regularly assesses the likelihood of outcomes resulting from these examinations to determine the adequacy of its provision for income taxes and believes its current unrecognized tax benefit to be reasonable. If tax payments ultimately prove to be unnecessary, the recognition of previously unrecognized tax benefit would result in tax benefits in the period that the Company had determined unrecognized tax benefits were no longer necessary. However, if an ultimate tax assessment exceeds its estimate of tax liabilities, an additional tax provision might be required. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table sets forth the computation of basic and diluted net loss per share (in thousands): Year Ended December 31, 2022 2021 2020 Net loss $ (53,675) $ (99,929) $ (167,887) Weighted average shares in computing net loss per share (i) Basic and Diluted 281,129 250,418 244,331 Net loss per share attributable to Class A and B-1 common stockholders Basic and Diluted $ (0.19) $ (0.40) $ (0.69) The following potentially dilutive securities were excluded from the computation of diluted net loss per share calculations for the periods presented because the impact of including them would have been anti-dilutive (in thousands): Year Ended December 31, 2022 2021 2020 Stock options outstanding (i) 4,138 5,009 2,624 RSUs 247 — — PSUs 76 — — ESPP 90 — — (i) Amounts for periods prior to the completion of our restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in Note 1 Organization and Description of Business in the Notes to our Consolidated Financial Statements. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsIn conjunction with closing the 2015 Privatization Transaction, the Company entered into an underwriting and monitoring fee arrangement with the Sponsors. During the year ended December 31, 2022, the Company did not incur any monitoring fees. During the year ended December 31, 2021, the Company incurred monitoring fees of $1.6 million. The fees were expensed as general and administrative expenses in the consolidated statements of operations. In September 2016, the Company entered into a license and services agreement with one of its Sponsors. The revenues recorded related to the agreement for the periods indicated below are as follows (in thousands): Year Ended December 31, 2022 2021 2020 Maintenance and professional services revenues $ 28 $ 44 $ 111 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Long-Term Purchase Obligations As of December 31, 2022, the Company had long-term purchase obligations of approximately $213.0 million, primarily related to multi-year contracts with third party vendors for hosting services related to our subscription services and software as a service commitments . The expected payments under these commitments total approximately $46.8 million, $161.0 million, and $5.3 million, over the next 1 year, 1-3 years, and 3-5 years, respectively. Warranties The Company generally provides an assurance type warranty for its software products and services to its customers for a period of three to six months and service level provisions for its cloud services for the duration of the subscription. 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. These are not separate performance obligations and are outside the scope of ASC 606. To date, the Company's product warranty expense and obligations have not been material. The Company’s software license agreements generally include certain provisions for indemnifying the customer against losses, expenses, liabilities, and damages that may be awarded against the customer in the event the Company’s software is found to infringe upon a patent, copyright, trademark, or other proprietary right of a third party. The agreements generally limit the scope of and remedies for such indemnification obligations in a variety of industry-standard respects, including but not limited to certain time and scope limitations and a right to replace an infringing product with a non-infringing product. The Company believes its internal development processes and other policies and practices limit its exposure related to these indemnification provisions. In addition, the Company requires its employees to sign a proprietary information and inventions agreement, which assigns the rights to its employees’ development work to the Company. To date, the Company has not had to reimburse any of its customers for any losses related to these indemnification provisions, and no material claims against the Company are outstanding as of December 31, 2022 and 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 10, 2023, the Company announced a plan to reduce its workforce by approximately 450 employees, representing approximately 7% of the Company’s global workforce (the “Plan”) as of December 31, 2022. The Plan is intended to better align the Company’s global workforce and cost base with its cloud-focused strategic priorities and current business needs. The Company estimates that it will incur non-recurring charges of approximately $25 million to $35 million in connection with the Plan, primarily related to cash expenditures for employee transition, notice period and severance payments, and employee benefits. The Company expects that the majority of these charges will be incurred in the first quarter of 2023 and that the implementation of the Plan will be substantially complete by the end of the first quarter of 2023. Potential position eliminations in each country are subject to local law and consultation requirements, which may extend this process beyond the first quarter of 2023 in limited cases. The charges that the Company expects to incur are subject to a number of assumptions, including local law requirements in various jurisdictions, and actual expenses may differ materially from such estimates. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | The accompanying consolidated financial statements include those of the Company and its subsidiaries, after elimination of all intercompany accounts and transactions. The Company has prepared the accompanying consolidated financial statements in accordance with U.S generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). |
Segment Reporting | The Company manages, monitors and reports its operating results and financial position as a single operating segment. The Company’s chief operating decision-maker (“CODM”) is its Chief Executive Officer who makes operating decisions, assesses financial performance and allocates resources based on consolidated financial information. As such, the Company has determined that it operates in one reportable segment. |
Use of Estimates | The Company’s consolidated financial statements are prepared in accordance with 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 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 Liabilities, Remaining Performance Obligations from Customer Contracts, and Costs to Obtain a Contract | The Company derives its revenue from sales of 1) cloud subscriptions, representing access to the Company’s software via Company-hosted cloud applications, 2) self-managed subscription licenses, representing a term license to self-managed software, 3) subscription support, representing support for self-managed subscription licenses, 4) on-premises 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 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 Self-managed 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) self-managed 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 Self-managed 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. Self-managed subscription license support revenues are generated through the sale of license support contracts sold together with the self-managed 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, self-managed subscription licenses, and 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, self-managed subscription licenses, and 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, self-managed subscription licenses, and perpetual licenses. Returns and Material Rights The Company’s agreements do not permit returns, and historically the Company has not had any significant returns or refunds; therefore, the Company has not established a sales return allowance. Some contracts offer price discounts on future purchases. The Company evaluates these options to determine whether they provide a material right to the customer, representing a separate performance obligation. In circumstances involving a material right, revenue is allocated to these rights and deferred; subsequently the revenue is recognized when those future goods or services are transferred, or when the option expires. Generally, such discount mechanisms have not resulted in material rights. Contract balances The timing of revenue recognition, billings, and cash collections results in contract assets (both billed accounts receivable, where the Company has an unconditional right to contract consideration subject only to the passage of time, and unbilled receivables), and contract liabilities (deferred revenue and customer deposit liabilities) on the Company’s accompanying consolidated balance sheets. signed. These costs are recorded as deferred commission expense in Prepaid expenses and other current assets and Other assets in the consolidated balance sheets. Sales commissions paid for renewals of customer contracts are not commensurate with the commissions paid for the acquisition of the initial contract given the substantive difference in commission rates in proportion to their respective contract values. Accordingly, costs to obtain a contract paid upon the initial acquisition of the contract are amortized over the estimated period of benefit of five years, which may exceed the term of the initial contract. The Company determines the estimated period of benefit based on the duration of relationships with its customers, which includes the expected renewals of customer contracts, customer retention data, its technology development lifecycle, and other factors. The Company amortizes these commissions consistent with the pattern of satisfaction of the performance obligation to which the asset relates. Costs to obtain a contract paid upon multi-year renewal are amortized over the renewal contract term. Amortization expense is included in Sales and Marketing expenses in the consolidated statements of operations. The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the estimated period of benefit would have been one year or less. |
Accounts receivable | The timing of revenue recognition may differ from the timing of invoicing customers. Accounts receivables as reported on the accompanying 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. |
Goodwill | The Company tests goodwill for impairment annually during the fourth quarter of each year and whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable in accordance with ASC 350, Intangibles—Goodwill and Other . The Company has one operating segment and reporting unit, and therefore goodwill is tested for impairment at the entity level. |
Impairment or Definite-lived Intangible Assets and other Long-lived Assets | The Company evaluates long-lived assets, which includes amortized intangible assets and tangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of an asset to the future undiscounted cash flows attributable to that asset. The Company measures any amount of impairment based on the difference between the carrying value and the estimated fair value of the impaired asset. |
Stock-based Compensation | The Company accounts for stock-based compensation in accordance with the provisions of ASC 718, Stock Compensation . The Company measures and recognizes compensation expense for all stock-based awards, including stock options, 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. |
Net Loss Per Share Attributable to Class A and Class B-1 Common Stockholders | The Company utilizes the treasury method when calculating basic and diluted net loss per share. The rights of the holders of Class A common stock and Class B-1 common stock are identical in all respects, except that Class B-1 common stock will not vote on the election or removal of directors. The holders of Class B-2 common stock have no participating rights (voting or otherwise), except for the right to vote on the election or removal of directors and will be entitled to a nominal annual dividend of CAD $15,000 in the aggregate. As Class B-2 common stock have no participating economic rights, the Company is not required to use the two-class method. Basic net loss per share is computed using the weighted average number of shares outstanding for the period, excluding unvested service and performance-based stock options and awards. Diluted net loss per share is computed using the weighted average shares outstanding for the period plus dilutive potential shares, including unvested stock options and awards using the treasury stock method. |
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 consolidated balance sheet date are classified as short-term investments. Investments with maturities greater than one year from the 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 was 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 the investment and reclassifies unrealized gains and losses out of accumulated other comprehensive income (loss) into earnings using the specific identification method. Purchase premiums and discounts are amortized or accreted using the effective interest method over the life of the related security and such amortization and accretion are included in interest income in the consolidated statements of operations. |
Fair Value of Financial Instruments | The fair value of the Company’s cash, cash equivalents, short-term investments, accounts receivable, and accounts payable approximate their respective carrying amounts due to their short-term maturity.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, 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 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 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. As of December 31, 2022 there were no more outstanding interest rate swaps. The counterparties associated with the Company’s foreign currency forward contracts and interest rate swaps are large credit-worthy financial institutions. The foreign currency derivatives transacted with these entities are relatively short in duration and the interest rate derivatives are spread between two counterparties; therefore, the Company does not consider counterparty concentration and non-performance to be material risks at this time. Both the Company and the counterparties are expected to perform under the contractual terms of the instruments. |
Concentration of Credit Risk and Credit Evaluations | Financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash and cash equivalents, investments, derivatives and trade receivables. The Company’s cash and cash equivalents are generally held with large, diverse financial institutions worldwide to reduce the amount of exposure to any single financial institution. The majority of cash equivalents consists of money market funds that primarily invest in U.S. government securities. The Company's 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. |
Allowance for Credit Losses | The Company estimates the overall collectability of accounts receivable and other contract assets and provides an allowance for credit losses for those considered uncollectible. The Company makes estimates of expected credit losses by specifically analyzing its accounts receivable and other contract assets based on historical experience, customer concentrations, customer credit-worthiness, the age of the receivable, current economic trends, and changes in its customer payment terms. Accounts receivable deemed uncollectible are charged against the allowance for credit losses when identified. The Company records the expected credit losses in general and administrative expense. |
Income Taxes | The Company uses the liability method of accounting for income taxes in accordance with ASC 740, Income Taxes . Under this method, income tax expense or benefit is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. The measurement of current and deferred tax assets and liabilities is based on provisions of currently enacted tax laws. The effects of future changes in tax laws or rates are not contemplated. A two-step approach is applied pursuant to ASC 740 in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties related to uncertain tax positions in its income tax provision line of its consolidated statements of operations. The Company evaluates the realization of deferred tax assets based on all available evidence, including projected results of operations and the scheduled reversal of temporary differences. The Company establishes a valuation allowance to reduce deferred tax assets when it is more likely than not that they will not be realized. |
Property and Equipment | Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Building, building improvements and site improvements are amortized over the estimated useful life of 25 years, 10-15 years and 15 years, respectively. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the asset, which range from one one |
Debt Issuance Costs | Debt issuance costs are initially deferred and amortized to interest expense using the effective interest method over the expected term of the related debt. Unamortized debt issuance costs related to the dollar and euro term loan facilities are considered long-term and presented as a direct reduction to long-term debt, net in the consolidated balance sheets. Unamortized debt issuance costs related to the revolving facility are also considered long-term and are included in other assets in the consolidated balance sheets. |
Advertising Expenses | Advertising costs are expensed as incurred. |
Foreign Currency Translation | The Company translates the assets and liabilities of its non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange rates in effect at the end of each period. Revenue and expenses for these subsidiaries are translated using rates that approximate those in effect during the period. Gains and losses from these translations are recognized in cumulative translation adjustments included in accumulated other comprehensive income (loss), a component of consolidated stockholders’ equity. Gains or losses related to the remeasurement of certain foreign currency denominated assets and liabilities into their functional currency are recorded in net income (loss), unless such assets or liabilities are designated by management to be of a long-term investment nature, in which case such gains or losses are recorded in consolidated accumulated other comprehensive income (loss), a component of consolidated stockholders’ equity. |
Self-funded health insurance plan | The Company maintains a partially self-funded health insurance plan for its U.S. employees. The Company also maintains a stop-loss insurance policy that limits its losses on a per employee basis. The Company is responsible for estimating its exposure for claims incurred but not paid at the end of each reporting period and uses historical claims data supplied by a third party to estimate its self-funded insurance liability. Actual claims may differ from the Company’s estimates, but such differences have not been material for any period presented. |
Restructuring | Restructuring charges primarily consist of severance, facilities, transition and other related costs. Severance costs generally include severance payments, notice-period payments, outplacement services, health insurance coverage, and relocation costs. Facilities costs generally include rent, variable lease operating expenses and lease termination costs. Transition and other related costs primarily consist of legal costs and consulting charges associated with business process improvements and strategy. One-time employee severance costs are recognized at the time of communication to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. Ongoing employee termination benefits are recognized as a liability when it is probable that a liability exists and the amount is reasonably estimable. Other transactions related costs are recognized as incurred. Restructuring charges are recognized as an operating expense within the consolidated statements of operations and related liabilities are recorded within accrued compensation and related expenses and in accrued liabilities on the consolidated balance sheets. The Company periodically evaluates and, if necessary, adjusts its estimates based on currently available information. |
Leases | The Company amortizes its right-of-use assets, as operating lease expense on a straight-line basis over the lease term and classifies both the lease amortization and imputed interest as rent expense. Additionally, taxes, insurance and maintenance are excluded from minimum lease payments and are included in the determination of lease cost when it is probable that the expense has been incurred and the amount can be reasonably estimated. The Company determines if an arrangement is or contains a lease at contract inception. In certain of its lease arrangements, primarily those related to data center arrangements , judgment is required in determining if a contract contains a lease. For these arrangements, there is judgment in evaluating if the arrangement involves an identified asset that is physically distinct or whether the Company has the right to substantially all of the capacity of an identified asset that is not physically distinct. In arrangements that involve an identified asset, there is also judgment in evaluating if the Company has the right to direct the use of that asset. The Company did not have any material finance leases for any periods presented. Operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company generally uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments, because the implicit rate of the lease is generally not known. Right-of-use assets related to its operating lease liabilities are measured at lease inception based on the initial measurement of the lease liability, plus any prepaid lease payments and less any lease incentives. The lease terms that are used in determining its operating lease liabilities at lease inception include options to extend or terminate the leases when it is reasonably certain that the Company will exercise such options. The Company does not separate non-lease components from lease components for all leases. The Company does not recognize right-of-use assets and lease liabilities for short-term leases, which generally have a lease term of 12 months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognizes the lease payments for short-term leases on a straight-line basis over the lease term. In addition, the Company subleases certain of its unoccupied facilities to third parties. Any impairment to the associated right-of-use assets, leasehold improvements, or other assets as a result of a sublease is recognized in the period the sublease is executed and recorded in the consolidated statements of operations. The Company recognizes sublease income on a straight-line basis over the sublease term. |
Leases | The Company amortizes its right-of-use assets, as operating lease expense on a straight-line basis over the lease term and classifies both the lease amortization and imputed interest as rent expense. Additionally, taxes, insurance and maintenance are excluded from minimum lease payments and are included in the determination of lease cost when it is probable that the expense has been incurred and the amount can be reasonably estimated. The Company determines if an arrangement is or contains a lease at contract inception. In certain of its lease arrangements, primarily those related to data center arrangements , judgment is required in determining if a contract contains a lease. For these arrangements, there is judgment in evaluating if the arrangement involves an identified asset that is physically distinct or whether the Company has the right to substantially all of the capacity of an identified asset that is not physically distinct. In arrangements that involve an identified asset, there is also judgment in evaluating if the Company has the right to direct the use of that asset. The Company did not have any material finance leases for any periods presented. Operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company generally uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments, because the implicit rate of the lease is generally not known. Right-of-use assets related to its operating lease liabilities are measured at lease inception based on the initial measurement of the lease liability, plus any prepaid lease payments and less any lease incentives. The lease terms that are used in determining its operating lease liabilities at lease inception include options to extend or terminate the leases when it is reasonably certain that the Company will exercise such options. The Company does not separate non-lease components from lease components for all leases. The Company does not recognize right-of-use assets and lease liabilities for short-term leases, which generally have a lease term of 12 months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. The Company recognizes the lease payments for short-term leases on a straight-line basis over the lease term. In addition, the Company subleases certain of its unoccupied facilities to third parties. Any impairment to the associated right-of-use assets, leasehold improvements, or other assets as a result of a sublease is recognized in the period the sublease is executed and recorded in the consolidated statements of operations. The Company recognizes sublease income on a straight-line basis over the sublease term. |
Derivative Financial Instruments | The Company enters into foreign exchange forward contracts in an attempt to reduce the impact of foreign currency exchange rate fluctuations on forecasted cash flows and expenses and designates these contracts as cash flow hedges at inception. The Company is currently using foreign exchange forward contracts to hedge the anticipated foreign currency expenses of its subsidiary in India denominated in Indian rupee. The Company recognizes in earnings amounts related to its designated cash flow hedges accumulated in other comprehensive income during the same period in which the corresponding underlying hedged transaction affects earnings. The Company may enter into interest rate swap agreements to offset the variability of cash flows associated with the floating rate interest payments related to its Term Loan Facilities. See Note 9. Borrowings in the Notes to Consolidated Financial Statements of this Report for further discussion of the credit facilities. These swaps are generally designated as cash flow hedges of floating rate interest payments. All cash flows relating to swaps that are considered to have an other than insignificant financing component at the inception date are included in cash flow from financing activities in the consolidated statements of cash flows. The Company records any change in the fair value of cash flow designated interest rate swaps in other comprehensive income (loss), until the hedged cash flow occurs, at which point any gain (loss) is reclassified into earnings or losses and any change in fair value of non-designated swaps in interest expense. The other comprehensive loss at de-designation is amortized to interest expense over the original hedge period and future gains and losses on the de-designated swap are recognized as interest expense. Balance sheet hedges consist of cash flow hedge contracts that have been de-designated and non-designated balance sheet hedges. These foreign exchange contracts are carried at fair value and do not otherwise qualify for hedge accounting treatment and, therefore, are not designated as hedging instruments. Changes in the value of the foreign exchange contracts are recognized in other income (expense), net and offset the foreign currency gain or loss on the underlying net monetary assets or liabilities. The Company recognizes derivative assets and derivative liabilities at gross fair values in its consolidated balance sheets. The Company evaluates prospectively, as well as retrospectively, the effectiveness of its hedge programs using statistical analysis. Prospective testing is performed at the inception of the hedge relationship, and quarterly thereafter. Retrospective testing is performed on a quarterly basis. The Company presents its derivative assets and derivative liabilities at gross fair values in the consolidated balance sheets. However, under the master netting agreements with the respective counterparties of the foreign exchange contracts, subject to applicable requirements, the Company is allowed to net settle transactions of the same currency with a single net amount payable by one party to the other. The derivatives held by the Company are not subject to any credit contingent features negotiated with its counterparties. The Company is not required to pledge nor is entitled to receive cash collateral related to the above contracts. As of December 31, 2022 and 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 an assurance type warranty for its software products and services to its customers for a period of three to six months and service level provisions for its cloud services for the duration of the subscription. 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. These are not separate performance obligations and are outside the scope of ASC 606. To date, the Company's product warranty expense and obligations have not been material. The Company’s software license agreements generally include certain provisions for indemnifying the customer against losses, expenses, liabilities, and damages that may be awarded against the customer in the event the Company’s software is found to infringe upon a patent, copyright, trademark, or other proprietary right of a third party. The agreements generally limit the scope of and remedies for such indemnification obligations in a variety of industry-standard respects, including but not limited to certain time and scope limitations and a right to replace an infringing product with a non-infringing product. The Company believes its internal development processes and other policies and practices limit its exposure related to these indemnification provisions. In addition, the Company requires its employees to sign a proprietary information and inventions agreement, which assigns the rights to its employees’ development work to the Company. To date, the Company has not had to reimburse any of its customers for any losses related to these indemnification provisions, and no material claims against the Company are outstanding as of December 31, 2022 and 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) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Long-lived Assets by Geographic Areas | Long-lived assets, comprising property and equipment, net and operating lease right-of-use assets, by geographic area were as follows (in thousands): December 31, 2022 December 31, 2021 United States $ 159,263 $ 167,458 India 23,901 33,833 Ireland 25,510 29,146 Other 19,635 21,761 Total $ 228,309 $ 252,198 |
Schedule of Revenue, Performance Obligation, Timing of Satisfaction | Performance Obligation When Performance Obligation is Typically Satisfied Subscription: Cloud services and subscription Over Time: Ratably over the contractual term; commencing upon the later of when access to the service is made available or the contractual term commences Self-managed 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 |
Schedule of Accounts Receivable, Allowance for Credit Loss | The table below details the activity of the allowance, for the years ended December 31, 2022, 2021 and 2020 (in thousands): Beginning Balance Provisions for Expected Credit Loss Write-offs, Net of Recoveries Revaluation (i) Ending Balance December 31, 2020 $ 4,316 204 (46) 83 $ 4,557 December 31, 2021 $ 4,557 183 (39) (57) $ 4,644 December 31, 2022 $ 4,644 207 (176) (67) $ 4,608 (i) The amounts represent revaluations on balances denominated in foreign currencies. |
Cash, Cash Equivalents, Restr_2
Cash, Cash Equivalents, Restricted Cash, and Investments (Tables) | 12 Months Ended |
Dec. 31, 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 short-term investments as of December 31, 2022 and December 31, 2021 (in thousands). December 31, 2022 2021 Cash $ 165,599 $ 275,386 Cash equivalents: Time deposits 51,192 979 Money market funds 273,098 180,013 Commercial paper 7,990 — Total cash equivalents 332,280 180,992 Total cash and cash equivalents $ 497,879 456,378 Restricted cash — 1,718 Total cash, cash equivalents, and restricted cash $ 497,879 $ 458,096 Short-term investments: Time deposits 125,281 40,045 Commercial paper 27,708 — Corporate debt securities 21,724 — U.S. government agency securities 39,597 — Non-U.S. government and agency securities 3,946 — Total short-term investments 218,256 40,045 Total cash, cash equivalents, restricted cash, and investments $ 716,135 $ 498,141 |
Schedule of Restrictions on Cash and Cash Equivalents | The following table summarizes the Company’s cash, cash equivalents, restricted cash and short-term investments as of December 31, 2022 and December 31, 2021 (in thousands). December 31, 2022 2021 Cash $ 165,599 $ 275,386 Cash equivalents: Time deposits 51,192 979 Money market funds 273,098 180,013 Commercial paper 7,990 — Total cash equivalents 332,280 180,992 Total cash and cash equivalents $ 497,879 456,378 Restricted cash — 1,718 Total cash, cash equivalents, and restricted cash $ 497,879 $ 458,096 Short-term investments: Time deposits 125,281 40,045 Commercial paper 27,708 — Corporate debt securities 21,724 — U.S. government agency securities 39,597 — Non-U.S. government and agency securities 3,946 — Total short-term investments 218,256 40,045 Total cash, cash equivalents, restricted cash, and investments $ 716,135 $ 498,141 |
Available-For-Sale Debt Secur_2
Available-For-Sale Debt Securities (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2022 (in thousands). There were no available-for-sale debt securities held at December 31, 2021. December 31, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. government agency securities $ 39,634 $ 5 $ (42) $ 39,597 Non-U.S. government securities 3,964 — (18) 3,946 Corporate debt securities 21,850 — (126) 21,724 Commercial paper 35,745 — (47) 35,698 Total $ 101,193 $ 5 $ (233) $ 100,965 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 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) $ 176,473 $ 176,473 $ — $ — Money market funds (ii) 273,098 273,098 — — Commercial paper (i) 35,698 — 35,698 — Corporate debt securities (iii) 21,724 — 21,724 — U.S. government and U.S. government agency securities (iii) 39,597 — 39,597 — Non-U.S. government securities (iii) 3,946 — 3,946 — Total cash equivalents and investments 550,536 449,571 100,965 — Foreign currency derivatives (iv) 88 — 88 — Total assets $ 550,624 $ 449,571 $ 101,053 $ — Liabilities: Foreign currency derivatives (v) $ 3,343 $ — $ 3,343 $ — Total liabilities $ 3,343 $ — $ 3,343 $ — __________ (i) Included in cash equivalents and short-term investments on the consolidated balance sheets. (ii) Included in cash equivalents on the consolidated balance sheets. (iii) Included in short-term investments on the consolidated balance sheets. (iv) Included in prepaid expenses and other current assets on the consolidated balance sheets. (v) Included in accrued liabilities on the 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 consolidated balance sheets. (ii) Included in cash equivalents on the consolidated balance sheets. (iii) Included in prepaid expenses and other current assets, and other assets on the consolidated balance sheets. (iv) Included in accrued liabilities on the consolidated balance sheets. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | The following table summarizes the cost of property and equipment and related accumulated depreciation at December 31, 2022 and 2021 (in thousands, except years): Estimated December 31, 2022 2021 Land N/A $ 40,512 $ 40,512 Buildings 25 years 118,134 118,134 Site improvements 15 years 2,567 2,517 Building improvements 10-15 years 34,706 34,252 Total land and buildings 195,919 195,415 Computer, equipment, and software 1-5 years 105,230 110,411 Furniture and fixtures 3-5 years 16,851 17,414 Leasehold improvements 1-10 years 52,612 55,331 Total property and equipment 370,612 378,571 Less: Accumulated depreciation and amortization (210,038) (201,162) Total property and equipment, net $ 160,574 $ 177,409 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table presents the changes in the carrying amount of the goodwill as of December 31, 2022 and 2021 (in thousands): December 31, 2022 2021 Beginning balance $ 2,380,752 $ 2,419,501 Measurement period adjustment — 54 Foreign currency translation adjustment (43,716) (38,803) Ending balance $ 2,337,036 $ 2,380,752 |
Schedule of Finite-Lived Intangible Assets | The carrying amounts of the intangible assets other than goodwill as of December 31, 2022 and 2021 are as follows (in thousands, except years): Weighted Average December 31, 2022 December 31, 2021 Cost Accumulated Amortization Net Cost Accumulated Net Acquired developed and core technology 6 $ 876,949 $ (859,319) $ 17,630 $ 878,822 $ (823,965) $ 54,857 Other intangible assets: Customer relationships 15 2,154,735 (1,359,837) 794,898 2,163,048 (1,214,492) 948,556 Trade names and trademark 7 81,442 (65,978) 15,464 81,894 (57,852) 24,042 Total other intangible assets 2,236,177 (1,425,815) 810,362 2,244,942 (1,272,344) 972,598 Total intangible assets, net 3,113,126 (2,285,134) 827,992 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 December 31, 2022 and 2021 are as follows (in thousands, except years): Weighted Average December 31, 2022 December 31, 2021 Cost Accumulated Amortization Net Cost Accumulated Net Acquired developed and core technology 6 $ 876,949 $ (859,319) $ 17,630 $ 878,822 $ (823,965) $ 54,857 Other intangible assets: Customer relationships 15 2,154,735 (1,359,837) 794,898 2,163,048 (1,214,492) 948,556 Trade names and trademark 7 81,442 (65,978) 15,464 81,894 (57,852) 24,042 Total other intangible assets 2,236,177 (1,425,815) 810,362 2,244,942 (1,272,344) 972,598 Total intangible assets, net 3,113,126 (2,285,134) 827,992 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): Year ended 2022 2021 2020 Cost of revenues $ 35,354 $ 73,461 $ 98,458 Operating expenses 153,471 172,434 189,309 Total amortization of intangible assets $ 188,825 $ 245,895 $ 287,767 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of December 31, 2022, the amortization expense related to identifiable intangible assets in future periods is expected to be as follows (in thousands): Years ending December 31, Acquired Developed and Core Technology Other Intangible Assets Total Intangible Assets 2023 $ 11,474 $ 137,096 $ 148,570 2024 3,391 121,155 124,546 2025 1,626 99,115 100,741 2026 926 86,301 87,227 2027 184 75,060 75,244 Thereafter 29 291,635 291,664 Total expected amortization expense $ 17,630 $ 810,362 $ 827,992 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Other Current Liabilities | Accrued liabilities as of December 31, 2022 and 2021 consisted of the following (in thousands): Year ended 2022 2021 Accrued taxes $ 22,741 $ 29,382 Derivative liabilities 3,343 7,777 Other 32,760 37,604 Accrued Liabilities $ 58,844 $ 74,763 |
Borrowings (Tables)
Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Long-term debt consists of the following (in thousands): Year ended 2022 2021 Dollar term loan $ 1,860,938 $ 1,875,000 Less: Discount on term loan (7,529) (8,671) Less: Debt issuance costs (12,899) (14,858) Total debt, net of discount and debt issuance costs 1,840,510 1,851,471 Less: Current portion of long-term debt (18,750) (14,063) Long-term debt $ 1,821,760 $ 1,837,408 |
Schedule of Maturities of Long-term Debt | Future minimum principal payments on the Term Facility as of December 31, 2022 are as follows (in thousands): 2023 $ 18,750 2024 18,750 2025 18,750 2026 18,750 2027 18,750 Thereafter 1,767,188 Total $ 1,860,938 |
Disaggregation of Revenue and_2
Disaggregation of Revenue and Costs to Obtain a Contract (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 Revenue: Cloud and subscription support $ 562,492 $ 433,001 $ 320,525 Self-managed subscription license 294,671 314,671 273,309 Subscription 857,163 747,672 593,834 Perpetual license 10,397 29,269 63,126 Software revenue 867,560 776,941 656,960 Maintenance 519,996 558,470 560,868 Professional services 117,562 108,644 105,268 Maintenance and professional services revenue 637,558 667,114 666,136 Total revenues $ 1,505,118 $ 1,444,055 $ 1,323,096 Revenue by geographic location for the years ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 North America $ 1,032,978 $ 961,860 $ 886,477 EMEA 314,978 325,583 292,151 Asia Pacific 124,156 122,770 116,863 Latin America 33,006 33,842 27,605 Total revenues $ 1,505,118 $ 1,444,055 $ 1,323,096 |
Schedule of Capitalized Contract Cost | The changes in the capitalized costs to obtain a contract for the years ended December 31, 2022 and 2021 (in thousands): Ending balance as of December 31, 2020 $ 136,566 Additions 90,971 Commissions amortized (48,517) Revaluation (1,560) Ending balance as of December 31, 2021 $ 177,460 Additions, net 103,298 Commissions amortized (60,235) Revaluation (2,719) Ending balance as of December 31, 2022 $ 217,804 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lessee, Operating Lease, Liability, Maturity | Maturities of operating lease liabilities as of December 31, 2022 are presented in the table below (in thousands): Year ending December 31, 2023 $ 20,483 2024 16,977 2025 12,138 2026 8,340 2027 5,659 Thereafter 20,326 Total operating lease payments $ 83,923 Less: imputed interest (11,231) Present value of operating lease liabilities $ 72,692 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2022 and 2021 (in thousands): December 31, 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 $ 88 $ 2,827 $ 1,405 $ 52 Interest Rate Swaps — — — 1,992 Non-designated hedging instruments Foreign currency forward contracts — 516 204 — Interest Rate Swaps — — — 5,733 Total fair value of hedging instruments $ 88 $ 3,343 $ 1,609 $ 7,777 (i) Included in prepaid expenses and other current assets, and other assets on the consolidated balance sheets. (ii) Included in accrued liabilities on the consolidated balance sheets. |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | The before-tax effects of derivative instruments designated as cash flow hedges on the accumulated other comprehensive income and consolidated statements of operations for the periods indicated below are as follows (in thousands): Year Ended December 31, 2022 2021 2020 Amount of gain (loss) recognized in other comprehensive income (loss) (i) $ 4,492 $ 4,938 $ (31,184) Amount of gain (loss) related to foreign exchange forward contracts reclassified from accumulated other comprehensive income (loss) into income (ii) $ (1,421) $ 3,307 $ (687) Amount of gain (loss) related to interest rate swaps reclassified from accumulated other comprehensive loss into income as interest expense $ 4,558 $ (21,323) $ (20,564) (i) The before-tax gain (loss) of $(5,513), $2,482 and $1,183 related to foreign exchange forward contracts were recognized in other comprehensive income (loss) during the years ended December 31, 2022, 2021 and 2020, respectively. The before-tax gain (loss) of $10,005, $2,456 and $(32,367) related to interest rate swaps were recognized in other comprehensive income (loss) during the years ended December 31, 2022, 2021 and 2020 respectively. (ii) The before-tax gain (loss) of $(316), $629 and $(147) were included in cost of service revenues on the consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020, respectively. The before tax gain (loss) of $(1,105), $2,678 and $(540) were included in operating expenses, primarily research and development expense on the consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020, respectively. |
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): Year Ended December 31, 2022 2021 2020 Gain (loss) recognized in other income (expense), net (i) $ 5,493 $ (183) $ (206) _____________ |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Share-based Payment Arrangement, Option, Activity | The following table summarizes the option award activity for the years ended December 31, 2022 and 2021 (in thousands, except share price, fair value and term): Number of Options Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Total Service-based Performance-based Outstanding at December 31, 2020 23,710 16,463 7,247 $ 14.85 7.84 $ 83,364 Granted 5,668 3,749 1,919 $ 22.20 $ 8.20 Exercised (1,276) (1,024) (252) $ 11.83 $ 13,742 Forfeited or expired (2,218) (1,420) (798) $ 15.74 Outstanding at December 31, 2021 25,884 17,768 8,116 $ 16.53 7.36 $ 529,265 Exercised (1,665) (1,329) (336) $ 12.19 $ 12,718 Forfeited or expired (1,399) (935) (464) $ 17.01 Outstanding at December 31, 2022 22,820 15,504 7,316 $ 16.83 6.34 $ 51,157 |
Schedule of Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | The following table summarizes RSU and PSU activity and related information during the year ended December 31, 2022 under the 2021 Plan (in thousands, except share price): Number of Shares Weighted-Average Grant Date Fair Value Unvested and outstanding as of December 31, 2020 — $ — Granted 7,635 33.02 Vested — — Forfeited (65) 32.98 Unvested and outstanding as of December 31, 2021 7,570 $ 33.02 Granted 12,795 18.89 Vested (1,998) 31.43 Forfeited (1,021) 30.02 Unvested and outstanding as of December 31, 2022 17,346 $ 22.95 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair values of the Service-based option awards granted during the years ended December 31, 2021 and 2020 were estimated using the following assumptions using the Black-Scholes pricing model: 2021 2020 Service-based Option Awards: Expected term (in years) 3.4 2.9 Expected volatility 39.4 % 36.4 % Risk-free interest rate 0.4 % 0.3 % Expected dividend rate — % — % 2021 2020 Performance-based Option Awards: Expected term (in years) 1.9 - 2.7 3.4 - 3.9 Expected volatility 40.0% - 45.0% 45% Risk-free interest rate 1.2% - 1.5% 0.6% - 0.7% Expected dividend rate —% —% |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions | The following table summarizes the weighted-average assumptions used in estimating the fair value of the ESPP for the offering periods during the years ended December 31, 2022 and 2021 using the Black-Scholes pricing model: Year ended 2022 2021 ESPP: Expected term (in years) 0.5 - 1.0 0.3 - 0.9 Expected volatility 34.8% - 45.2% 27.6% - 32.6% Risk-free interest rate 0.6% - 3.5% 0.1% Expected dividend rate —% —% Fair value of common stock $20.05 - $21.55 $29.00 |
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): Year Ended December 31, 2022 2021 2020 Cost of revenues $ 20,763 $ 5,528 $ 916 Research and development 40,045 11,114 2,531 Sales and marketing 39,175 12,889 3,035 General and administrative 35,879 15,486 5,562 Total stock-based compensation $ 135,862 $ 45,017 $ 12,044 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (Loss) Income (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the changes in accumulated balances for each component of other comprehensive (loss) income for the year ended December 31, 2022, net of taxes (in thousands): Net Unrealized Gain (Loss) on Cumulative Net Unrealized (Loss) on Available-for-sale Debt Securities Foreign Currency Interest Rate Swaps Total Cash Flow Hedges Total Beginning balance as of December 31, 2021 $ 20,232 $ — $ 1,018 $ (4,099) $ (3,081) $ 17,151 Other comprehensive (loss) income: Other comprehensive (loss) income before reclassifications, net of tax benefit (expense) of $548, $56, $1,359 and, $(2,472) (65,667) (171) (4,154) 7,533 3,379 (62,459) Net (gain) loss reclassified from accumulated other comprehensive (loss) income, net of tax benefit (expense) of $—, $—, $350 and $(1,124) — — 1,071 (i) (3,434) (ii) (2,363) (2,363) Total other comprehensive (loss) income, net of tax effect (iii) (65,667) (171) (3,083) 4,099 1,016 (64,822) Ending balance as of December 31, 2022 $ (45,435) $ (171) $ (2,065) $ — $ (2,065) $ (47,671) (i) The before-tax loss of $(316)and $(1,105) were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the consolidated statements of operations. (ii) The before-tax gain of $4,558 was included in interest expense on the consolidated statements of operations. (iii) The tax benefit (expense) related to the net gain (loss) reclassified from accumulated other comprehensive (loss) income was included in income tax provision on the consolidated statements of operations. The following table summarizes the changes in accumulated balances for each component of other comprehensive income (loss) for the year ended December 31, 2021, net of taxes (in thousands): Net Unrealized Gain (Loss) on Cumulative Foreign Interest Total Cash Total Beginning balance as of December 31, 2020 $ 63,711 $ 1,643 $ (22,059) $ (20,416) $ 43,295 Other comprehensive income (loss): Other comprehensive income (loss) before reclassifications, net of tax expense of $(165), $(618) and $(544) (43,479) 1,864 1,912 3,776 (39,703) Net (gain) loss reclassified from accumulated other comprehensive income (loss), net of tax (expense) benefit of $—, $(818) and $5,275 — (2,489) (i) 16,048 (ii) 13,559 13,559 Total other comprehensive income (loss), net of tax effect (iii) (43,479) (625) 17,960 17,335 (26,144) Ending balance as of December 31, 2021 $ 20,232 $ 1,018 $ (4,099) $ (3,081) $ 17,151 (i) The before-tax gain of $629 and $2,678 were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the consolidated statements of operations. (ii) The before-tax loss of $(21,323) was included in interest expense on the consolidated statements of operations. (iii) The tax benefit (expense) related to the net gain (loss) reclassified from accumulated other comprehensive income was included in income tax provision on the consolidated statements of operations. The following table summarizes the changes in accumulated balances for each component of other comprehensive income (loss) for the year ended December 31, 2020, net of taxes (in thousands): Net Unrealized Gain (Loss) on Cumulative Foreign Interest Total Cash Total Beginning balance as of December 31, 2019 $ 18,224 $ 232 $ (13,147) $ (12,915) $ 5,309 Other comprehensive income (loss): Other comprehensive income (loss) before reclassifications, net of tax benefit (expense) of $(415), $(290) and $7,933 45,487 893 (24,434) (23,541) 21,946 Net loss reclassified from accumulated other comprehensive income (loss), net of tax benefit of $—, $169 and $5,042 — 518 (i) 15,522 (ii) 16,040 16,040 Total other comprehensive income (loss), net of tax effect (iii) 45,487 1,411 (8,912) (7,501) 37,986 Ending balance as of December 31, 2020 $ 63,711 $ 1,643 $ (22,059) $ (20,416) $ 43,295 (i) The before-tax losses of $(147) and $(540) were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the consolidated statements of operations. (ii) The before-tax loss of $(20,564) was included in interest expense on the consolidated statements of operations. (iii) The tax benefit (expense) related to the net gain (loss) reclassified from accumulated other comprehensive income was included in income tax provision on the consolidated statements of operations. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The provision (benefit) for income taxes consists of the following for the periods indicated (in thousands): Year Ended December 31, 2022 2021 2020 Current tax provision: U.S. federal $ 73,974 $ 12,419 $ 25,118 U.S. state 15,175 9,748 7,955 Non-U.S. 16,394 23,564 17,033 Total current tax provision 105,543 45,731 50,106 Deferred tax benefit: U.S. federal (68,194) (8,699) (46,101) U.S. state (15,589) (7,429) (14,842) Non-U.S. (2,282) (5,564) (11,484) Total deferred tax (benefit) (86,065) (21,692) (72,427) Total provision (benefit) for income taxes $ 19,478 $ 24,039 $ (22,321) |
Schedule of Income before Income Tax, Domestic and Foreign | The components of income (loss) before income taxes attributable to the U.S. and non-U.S. operations are as follows (in thousands): Year Ended December 31, 2022 2021 2020 U.S. $(49,957) $ (120,874) $ (199,087) Non-U.S. 15,760 44,984 8,879 Loss before income taxes $(34,197) $ (75,890) $ (190,208) |
Schedule of Effective Income Tax Rate Reconciliation | Year Ended December 31, 2022 2021 2020 Income tax benefit computed at statutory tax rate $ (7,177) $ (15,912) $ (47,194) State taxes, net of federal benefit 327 750 (5,441) Foreign earnings taxed at different rates 4,115 2,950 9,858 Stock-based compensation 9,504 1,729 1,023 Return to provision true-up 1,794 114 9,365 Research and development tax credits (3,574) (3,067) (2,259) Deferred distribution taxes 906 2,209 1,881 Foreign Inclusions 15,691 3,144 5,863 Withholding taxes 4,354 5,729 3,586 IRS audit settlement — (4,990) — Valuation allowance (6,214) 30,768 1,938 Other (248) 615 (941) Total income tax provision (benefit) $ 19,478 $ 24,039 $ (22,321) |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): Year Ended December 31, 2022 2021 Deferred tax assets: Net operating loss carry forwards $ 17,118 $ 21,726 Tax credit carry forwards 28,790 31,910 Reserves and accrued costs not currently deductible 14,465 14,653 Deferred revenue 92,789 76,773 Unrealized gains or losses 4,091 3,591 Disallowed interest expense 64,754 88,204 Stock-based compensation 15,796 9,021 Lease liability 10,446 15,070 R&D capitalization 57,751 — Depreciable assets 1,262 173 Other 195 486 Gross deferred tax assets 307,457 261,607 Valuation allowance (124,794) (128,108) Net deferred tax assets 182,663 133,499 Deferred tax liabilities: Deferred distribution tax (10,423) (8,969) Intangible assets (129,426) (170,482) Deferred commissions (39,784) (32,537) Right of use assets (8,558) (13,102) Total deferred tax liabilities (188,191) (225,090) Net deferred tax liabilities $ (5,528) $ (91,591) |
Schedule of Valuation Allowance | A reconciliation of the beginning and ending amount of valuation allowances is as follows (in thousands): Valuation allowance on deferred tax assets: Balance at (Charged) Balance at Year ended December 31, 2020 $ (96,411) $ 12,560 $ (83,851) Year ended December 31, 2021 $ (83,851) $ (44,257) $ (128,108) Year ended December 31, 2022 $ (128,108) $ 3,314 $ (124,794) |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): December 31, 2022 2021 2020 Beginning balance $ 43,044 $ 65,843 $ 62,730 Additions for tax positions of prior years 7,187 237 1,765 Reductions for tax positions of prior years (1,569) (2,087) (825) Additions based on tax positions related to the current year 3,813 4,432 4,332 Reductions due to lapse of statute of limitations (595) (480) (442) Reductions due to settlements — (24,901) (1,717) Ending balance $ 51,880 $ 43,044 $ 65,843 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 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 per share (in thousands): Year Ended December 31, 2022 2021 2020 Net loss $ (53,675) $ (99,929) $ (167,887) Weighted average shares in computing net loss per share (i) Basic and Diluted 281,129 250,418 244,331 Net loss per share attributable to Class A and B-1 common stockholders Basic and Diluted $ (0.19) $ (0.40) $ (0.69) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities were excluded from the computation of diluted net loss per share calculations for the periods presented because the impact of including them would have been anti-dilutive (in thousands): Year Ended December 31, 2022 2021 2020 Stock options outstanding (i) 4,138 5,009 2,624 RSUs 247 — — PSUs 76 — — ESPP 90 — — (i) Amounts for periods prior to the completion of our restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in Note 1 Organization and Description of Business in the Notes to our Consolidated Financial Statements. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The revenues recorded related to the agreement for the periods indicated below are as follows (in thousands): Year Ended December 31, 2022 2021 2020 Maintenance and professional services revenues $ 28 $ 44 $ 111 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Nov. 10, 2021 | Oct. 29, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsidiary or Equity Method Investee [Line Items] | ||||||
Stock issued during period, shares, new issues (in shares) | 288,867,682 | |||||
Payments of offering costs | $ 2,085 | $ 0 | $ 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 offering 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 - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2022 CAD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Revenue from External Customer [Line Items] | ||||
Number of reportable segments | segment | 1 | 1 | ||
Deferred revenue | $ 697,500,000 | $ 635,600,000 | ||
Customer deposits | 2,000,000 | 6,400,000 | ||
Contract liabilities | 699,500,000 | |||
Contract liabilities, current | 676,470,000 | 613,336,000 | ||
Contract liabilities, revenue recognized | 606,200,000 | 541,200,000 | ||
Revenue, remaining performance obligation, amount | $ 1,340,000,000 | |||
Capitalized contract cost, amortization period | 5 years | |||
Number of operating segments | segment | 1 | 1 | ||
Goodwill, impairment loss | $ 0 | 0 | $ 0 | |
Impairment of long-lived assets | $ 0 | 0 | 0 | |
Award vesting period | 1 year | 1 year | ||
Accounts receivable, allowance | $ 4,608,000 | 4,644,000 | ||
Advertising Expense | $ 13,700,000 | $ 16,700,000 | $ 6,100,000 | |
Buildings | ||||
Revenue from External Customer [Line Items] | ||||
Property, plant and equipment, useful life | 25 years | 25 years | ||
Site improvements | ||||
Revenue from External Customer [Line Items] | ||||
Property, plant and equipment, useful life | 15 years | 15 years | ||
Class B-1 Common Stock | ||||
Revenue from External Customer [Line Items] | ||||
Dividends | $ 15 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||||
Revenue from External Customer [Line Items] | ||||
Revenue, remaining performance obligation, percentage | 69% | |||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months | |||
Minimum | ||||
Revenue from External Customer [Line Items] | ||||
Subscription license term | 2 years | 2 years | ||
Accounts receivable, payment terms | 30 days | 30 days | ||
Minimum | Building improvements | ||||
Revenue from External Customer [Line Items] | ||||
Property, plant and equipment, useful life | 10 years | 10 years | ||
Minimum | Leasehold improvements | ||||
Revenue from External Customer [Line Items] | ||||
Property, plant and equipment, useful life | 1 year | 1 year | ||
Minimum | Computer, equipment, and software | ||||
Revenue from External Customer [Line Items] | ||||
Property, plant and equipment, useful life | 1 year | 1 year | ||
Minimum | Furniture and fixtures | ||||
Revenue from External Customer [Line Items] | ||||
Property, plant and equipment, useful life | 3 years | 3 years | ||
Minimum | Cloud Services and Subscription Support | ||||
Revenue from External Customer [Line Items] | ||||
Subscription license term | 1 year | 1 year | ||
Minimum | On-Premise Subscription License | ||||
Revenue from External Customer [Line Items] | ||||
Subscription license term | 1 year | 1 year | ||
Maximum | ||||
Revenue from External Customer [Line Items] | ||||
Subscription license term | 3 years | 3 years | ||
Accounts receivable, payment terms | 60 days | 60 days | ||
Maximum | Building improvements | ||||
Revenue from External Customer [Line Items] | ||||
Property, plant and equipment, useful life | 15 years | 15 years | ||
Maximum | Leasehold improvements | ||||
Revenue from External Customer [Line Items] | ||||
Property, plant and equipment, useful life | 10 years | 10 years | ||
Maximum | Computer, equipment, and software | ||||
Revenue from External Customer [Line Items] | ||||
Property, plant and equipment, useful life | 5 years | 5 years | ||
Maximum | Furniture and fixtures | ||||
Revenue from External Customer [Line Items] | ||||
Property, plant and equipment, useful life | 5 years | 5 years | ||
Maximum | Cloud Services and Subscription Support | ||||
Revenue from External Customer [Line Items] | ||||
Subscription license term | 3 years | 3 years | ||
Maximum | On-Premise Subscription License | ||||
Revenue from External Customer [Line Items] | ||||
Subscription license term | 3 years | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Long-lived Assets by Geographic Areas (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | $ 228,309 | $ 252,198 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 159,263 | 167,458 |
India | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 23,901 | 33,833 |
Ireland | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 25,510 | 29,146 |
Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | $ 19,635 | $ 21,761 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Accounts Receivable, Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ 4,644 | $ 4,557 | $ 4,316 |
Provisions for Expected Credit Loss | 207 | 183 | 204 |
Write-offs, Net of Recoveries | (176) | (39) | (46) |
Revaluation | (67) | (57) | 83 |
Ending balance | $ 4,608 | $ 4,644 | $ 4,557 |
Cash, Cash Equivalents, Restr_3
Cash, Cash Equivalents, Restricted Cash, and Investments - Schedule of Cash, Cash Equivalents, Restricted Cash, and Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash and Cash Equivalents [Line Items] | ||||
Cash | $ 165,599 | $ 275,386 | ||
Cash equivalents: | ||||
Time deposits | 51,192 | 979 | ||
Money market funds | 273,098 | 180,013 | ||
Commercial paper | 7,990 | 0 | ||
Total cash equivalents | 332,280 | 180,992 | ||
Total cash and cash equivalents | 497,879 | 456,378 | ||
Restricted cash | 0 | 1,718 | ||
Total cash, cash equivalents, and restricted cash | 497,879 | 458,096 | $ 348,221 | $ 176,391 |
Short-term investments: | ||||
Short-term investments: | 218,256 | 40,045 | ||
Total cash, cash equivalents, restricted cash, and investments | 716,135 | 498,141 | ||
Time deposits | ||||
Short-term investments: | ||||
Short-term investments: | 125,281 | 40,045 | ||
Commercial paper | ||||
Short-term investments: | ||||
Short-term investments: | 27,708 | 0 | ||
Corporate debt securities | ||||
Short-term investments: | ||||
Short-term investments: | 21,724 | 0 | ||
U.S. government agency securities | ||||
Short-term investments: | ||||
Short-term investments: | 39,597 | 0 | ||
Non-U.S. government and agency securities | ||||
Short-term investments: | ||||
Short-term investments: | $ 3,946 | $ 0 |
Available-For-Sale Debt Secur_3
Available-For-Sale Debt Securities - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |||
Available for sale debt securities | $ 100,965,000 | $ 100,965,000 | $ 0 |
Debt securities, available-for-sale, realized gain (loss) | 0 | 0 | |
Unrealized Losses | 233,000 | 233,000 | |
Available-for-sale debt securities in a continuous unrealized loss position for less than 12 months | 75,500,000 | 75,500,000 | |
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 ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | $ 101,193,000 | |
Unrealized Gains | 5,000 | |
Unrealized Losses | (233,000) | |
Available for sale debt securities | 100,965,000 | $ 0 |
U.S. government agency securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 39,634,000 | |
Unrealized Gains | 5,000 | |
Unrealized Losses | (42,000) | |
Available for sale debt securities | 39,597,000 | |
Non-U.S. government securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 3,964,000 | |
Unrealized Gains | 0 | |
Unrealized Losses | (18,000) | |
Available for sale debt securities | 3,946,000 | |
Corporate debt securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 21,850,000 | |
Unrealized Gains | 0 | |
Unrealized Losses | (126,000) | |
Available for sale debt securities | 21,724,000 | |
Commercial paper | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 35,745,000 | |
Unrealized Gains | 0 | |
Unrealized Losses | (47,000) | |
Available for sale debt securities | $ 35,698,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Liabilities: | ||
Net asset value | $ 1 | |
Fair Value, Recurring | ||
Assets: | ||
Total cash equivalents and investments | 550,536 | $ 221,037 |
Total assets | 550,624 | 222,646 |
Liabilities: | ||
Total liabilities | 3,343 | 7,777 |
Fair Value, Recurring | Foreign currency derivative | ||
Assets: | ||
Derivative assets | 88 | 1,609 |
Liabilities: | ||
Derivative liabilities | $ 3,343 | 52 |
Fair Value, Recurring | Interest rate derivatives | ||
Liabilities: | ||
Derivative liabilities | $ 7,725 | |
Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Percentage of total assets | 82% | 99% |
Assets: | ||
Total cash equivalents and investments | $ 449,571 | $ 221,037 |
Total assets | 449,571 | 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 | 0 |
Liabilities: | ||
Derivative liabilities | $ 0 | 0 |
Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Interest rate derivatives | ||
Liabilities: | ||
Derivative liabilities | $ 0 | |
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Percentage of total assets | 18% | 1% |
Assets: | ||
Total cash equivalents and investments | $ 100,965 | $ 0 |
Total assets | 101,053 | 1,609 |
Liabilities: | ||
Total liabilities | 3,343 | 7,777 |
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | Foreign currency derivative | ||
Assets: | ||
Derivative assets | 88 | 1,609 |
Liabilities: | ||
Derivative liabilities | 3,343 | 52 |
Fair Value, Recurring | Significant Other Observable Inputs (Level 2) | Interest rate derivatives | ||
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 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | Interest rate derivatives | ||
Liabilities: | ||
Derivative liabilities | 0 | |
Time deposits | Fair Value, Recurring | ||
Assets: | ||
Total cash equivalents and investments | 176,473 | 41,024 |
Time deposits | Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total cash equivalents and investments | 176,473 | 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 | 273,098 | 180,013 |
Money market funds | Fair Value, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total cash equivalents and investments | 273,098 | 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 | 35,698 | |
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 | 35,698 | |
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 | 21,724 | |
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 | 21,724 | |
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 | 39,597 | |
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 | 39,597 | |
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 | 3,946 | |
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 | 3,946 | |
Non-U.S. government securities | Fair Value, Recurring | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total cash equivalents and investments | $ 0 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property, Plan and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 370,612 | $ 378,571 |
Less: Accumulated depreciation and amortization | (210,038) | (201,162) |
Total property and equipment, net | 160,574 | 177,409 |
Total land and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 195,919 | 195,415 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 40,512 | 40,512 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 25 years | |
Total property and equipment | $ 118,134 | 118,134 |
Site improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 15 years | |
Total property and equipment | $ 2,567 | 2,517 |
Building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 34,706 | 34,252 |
Building improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 10 years | |
Building improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 15 years | |
Computer, equipment, and software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 105,230 | 110,411 |
Computer, equipment, and software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 1 year | |
Computer, equipment, and software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 5 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 16,851 | 17,414 |
Furniture and fixtures | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 3 years | |
Furniture and fixtures | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 5 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 52,612 | $ 55,331 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 1 year | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 10 years |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization | $ 21,208 | $ 24,942 | $ 27,492 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 2,380,752 | $ 2,419,501 |
Measurement period adjustment | 0 | 54 |
Foreign currency translation adjustment | (43,716) | (38,803) |
Goodwill, ending balance | $ 2,337,036 | $ 2,380,752 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Reduction in goodwill | $ 43,700 | $ 38,700 | |
Foreign currency translation adjustment | 43,716 | 38,803 | |
Measurement period adjustment | 0 | 54 | |
Amortization of intangible assets and acquired technology | $ 188,825 | $ 245,895 | $ 287,767 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | $ 3,113,126 | $ 3,123,764 |
Accumulated Amortization | (2,285,134) | (2,096,309) |
Net | $ 827,992 | 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 | $ 876,949 | 878,822 |
Accumulated Amortization | (859,319) | (823,965) |
Net | 17,630 | 54,857 |
Total other intangible assets | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | 2,236,177 | 2,244,942 |
Accumulated Amortization | (1,425,815) | (1,272,344) |
Net | $ 810,362 | 972,598 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (Years) | 15 years | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | $ 2,154,735 | 2,163,048 |
Accumulated Amortization | (1,359,837) | (1,214,492) |
Net | $ 794,898 | 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 | $ 81,442 | 81,894 |
Accumulated Amortization | (65,978) | (57,852) |
Net | $ 15,464 | $ 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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization of intangible assets | $ 188,825 | $ 245,895 | $ 287,767 |
Cost of revenues | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization of intangible assets | 35,354 | 73,461 | 98,458 |
Operating expenses | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization of intangible assets | $ 153,471 | $ 172,434 | $ 189,309 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
2023 | $ 148,570 | |
2024 | 124,546 | |
2025 | 100,741 | |
2026 | 87,227 | |
2027 | 75,244 | |
Thereafter | 291,664 | |
Net | 827,992 | $ 1,027,455 |
Acquired developed and core technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
2023 | 11,474 | |
2024 | 3,391 | |
2025 | 1,626 | |
2026 | 926 | |
2027 | 184 | |
Thereafter | 29 | |
Net | 17,630 | 54,857 |
Total other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
2023 | 137,096 | |
2024 | 121,155 | |
2025 | 99,115 | |
2026 | 86,301 | |
2027 | 75,060 | |
Thereafter | 291,635 | |
Net | $ 810,362 | $ 972,598 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued taxes | $ 22,741 | $ 29,382 |
Derivative liabilities | 3,343 | 7,777 |
Other | 32,760 | 37,604 |
Accrued liabilities | $ 58,844 | $ 74,763 |
Borrowings - Schedule of Debt (
Borrowings - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Dollar term loan | $ 1,860,938 | |
Less: Discount on term loan | (7,529) | $ (8,671) |
Less: Debt issuance costs | (12,899) | (14,858) |
Total debt, net of discount and debt issuance costs | 1,840,510 | 1,851,471 |
Less: Current portion of long-term debt | (18,750) | (14,063) |
Long-term debt, net | 1,821,760 | 1,837,408 |
Dollar term loan | Medium-term Notes | ||
Debt Instrument [Line Items] | ||
Dollar term loan | $ 1,860,938 | $ 1,875,000 |
Borrowings - Narrative (Details
Borrowings - Narrative (Details) € in Millions | 12 Months Ended | ||||||
Oct. 29, 2021 USD ($) | Oct. 29, 2021 EUR (€) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Feb. 25, 2020 USD ($) | Feb. 25, 2020 EUR (€) | |
Debt Instrument [Line Items] | |||||||
Repayments of long-term debt | $ 14,063,000 | $ 1,373,592,000 | $ 825,981,000 | ||||
Debt issuance costs | 12,899,000 | 14,858,000 | |||||
Long-term debt | $ 1,840,510,000 | 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 | $ 1,830,200,000 | 1,871,500,000 | |||||
Debt instrument, quarterly installment, percentage of original principal amount | 0.25% | ||||||
Debt instrument, original issue discount percentage | 0.00125% | ||||||
Line of credit facility, maximum borrowing capacity | $ 476,000,000 | ||||||
Line of credit facility, maximum borrowing capacity, percentage of LTM EBITDA | 100% | ||||||
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 | 6.25 | ||||||
Debt instrument, debt default, principal, additional interest rate | 2% | ||||||
Line of Credit | Letter of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 1,700,000 | $ 1,400,000 | |||||
Line of credit facility, maximum borrowing capacity | 30,000,000 | ||||||
Line of Credit | Bridge Loan | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 15,000,000 | ||||||
Line of Credit | Minimum | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.25% | ||||||
Line of Credit | Maximum | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.35% | ||||||
Line of Credit | London Interbank Offered Rate (LIBOR) Swap Rate | Minimum | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 0.0002% | ||||||
Line of Credit | London Interbank Offered Rate (LIBOR) Swap Rate | Maximum | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 0.00025% | ||||||
Line of Credit | Base Rate | Minimum | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 0.0001% | ||||||
Line of Credit | Base Rate | Maximum | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 0.00015% | ||||||
Dollar Term Loan | Medium-term Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | 1,875,000,000 | $ 1,790,000,000 | |||||
Dollar Term Loan | Medium-term Notes | London Interbank Offered Rate (LIBOR) Swap Rate | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 2.75% | ||||||
Euro Term Loan | Medium-term Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | € | € 480 | ||||||
Repayments of long-term debt | € | € 472.8 | ||||||
Second Lien Term Facilities | Medium-term Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 425,000,000 | ||||||
Repayments of long-term debt | 475,000,000 | ||||||
Second Lien Term Facilities | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs | 18,100,000 | $ 30,800,000 | |||||
Second Lien Term Facilities | Line of Credit | Debt Issuance Cost, Existing | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs | 3,700,000 | 10,500,000 | |||||
Second Lien Term Facilities | Line of Credit | Debt Issuance Cost, Breakage Fee | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs | 9,500,000 | ||||||
Second Lien Term Facilities | Line of Credit | Debt Issuance Cost, Modified | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs | $ 2,300,000 | $ 10,800,000 |
Borrowings - Contractual Obliga
Borrowings - Contractual Obligation, Fiscal Year Maturity (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 18,750 |
2024 | 18,750 |
2025 | 18,750 |
2026 | 18,750 |
2027 | 18,750 |
Thereafter | 1,767,188 |
Dollar term loan | $ 1,860,938 |
Disaggregation of Revenue and_3
Disaggregation of Revenue and Costs to Obtain a Contract - Disaggregation of Revenue by Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 1,505,118 | $ 1,444,055 | $ 1,323,096 |
Software revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 867,560 | 776,941 | 656,960 |
Subscription | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 857,163 | 747,672 | 593,834 |
Cloud and subscription support | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 562,492 | 433,001 | 320,525 |
Self-managed subscription license | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 294,671 | 314,671 | 273,309 |
Perpetual license | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 10,397 | 29,269 | 63,126 |
Maintenance and professional services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 637,558 | 667,114 | 666,136 |
Maintenance | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 519,996 | 558,470 | 560,868 |
Professional services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 117,562 | $ 108,644 | $ 105,268 |
Disaggregation of Revenue and_4
Disaggregation of Revenue and Costs to Obtain a Contract - Revenue by Geographic Location (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 1,505,118 | $ 1,444,055 | $ 1,323,096 |
North America | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 1,032,978 | 961,860 | 886,477 |
EMEA | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 314,978 | 325,583 | 292,151 |
Asia Pacific | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 124,156 | 122,770 | 116,863 |
Latin America | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 33,006 | $ 33,842 | $ 27,605 |
Disaggregation of Revenue and_5
Disaggregation of Revenue and Costs to Obtain a Contract - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 1,505,118 | $ 1,444,055 | $ 1,323,096 |
Capitalized contract cost, net, current | $ 217,804 | 177,460 | 136,566 |
Capitalized contract costs, expected expense recognition over next twelve months (as a percent) | 31% | ||
United States | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 979,100 | 907,800 | 838,400 |
Rest of the World | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 526,000 | $ 536,300 | $ 484,700 |
Disaggregation of Revenue and_6
Disaggregation of Revenue and Costs to Obtain a Contract - Capitalized Contract Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Capitalized Contract Costs [Roll Forward] | ||
Beginning balance | $ 177,460 | $ 136,566 |
Additions, net | 103,298 | 90,971 |
Commissions amortized | (60,235) | (48,517) |
Revaluation | (2,719) | (1,560) |
Ending balance | $ 217,804 | $ 177,460 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease, expense | $ 19.9 | $ 21.3 | $ 22.5 |
Operating lease, payments | 21.6 | 22.9 | |
Right-of-use asset obtained in exchange for operating lease liability | $ 13.9 | 22.1 | |
Operating lease, weighted average remaining lease term | 5 years 10 months 28 days | ||
Operating lease, weighted average discount rate, percent | 4.79% | ||
Operating lease, lease income | $ 4.5 | $ 4.5 | $ 4.8 |
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other income (expense), net | Other income (expense), net | Other income (expense), net |
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, operating lease, remaining lease term | 12 years | ||
Lessee, operating lease, extension period | 9 years | ||
Lessor, operating lease, term of contract | 4 years | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lessor, operating lease, term of contract | 3 years |
Leases - Lessee, Operating Leas
Leases - Lessee, Operating Lease, Liability, Maturity (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 20,483 |
2024 | 16,977 |
2025 | 12,138 |
2026 | 8,340 |
2027 | 5,659 |
Thereafter | 20,326 |
Total operating lease payments | 83,923 |
Less: imputed interest | (11,231) |
Present value of operating lease liabilities | $ 72,692 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Narrative (Details) $ in Millions | Dec. 31, 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 | $ (2.1) | ||
Foreign currency forward contracts | |||
Derivative [Line Items] | |||
Derivative, notional amount | 100.3 | $ 83.9 | |
Interest Rate Swaps | |||
Derivative [Line Items] | |||
Derivative, notional amount | $ 1,300 | ||
Derivative, number of instruments held | derivative_instrument | 2 | ||
Derivative, number of instruments de-designated | derivative_instrument | 1 | ||
Interest Rate Swaps | Maximum | |||
Derivative [Line Items] | |||
Derivative, fixed interest rate | 1.525% | ||
Foreign currency derivative | Long | |||
Derivative [Line Items] | |||
Derivative, notional amount | $ 10.4 | $ 9.4 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Derivative Instruments in Statement of Financial Position, Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expenses and Other Current Assets | ||
Derivative [Line Items] | ||
Derivative assets | $ 88 | $ 1,609 |
Accrued Liabilities and Other Liabilities | ||
Derivative [Line Items] | ||
Derivative liabilities | 3,343 | 7,777 |
Designated as Hedging Instrument | Foreign currency forward contracts | Prepaid Expenses and Other Current Assets | ||
Derivative [Line Items] | ||
Derivative assets | 88 | 1,405 |
Designated as Hedging Instrument | Foreign currency forward contracts | Accrued Liabilities and Other Liabilities | ||
Derivative [Line Items] | ||
Derivative liabilities | 2,827 | 52 |
Designated as Hedging Instrument | Interest Rate Swaps | Prepaid Expenses and Other Current Assets | ||
Derivative [Line Items] | ||
Derivative assets | 0 | 0 |
Designated as Hedging Instrument | Interest Rate Swaps | Accrued Liabilities and Other Liabilities | ||
Derivative [Line Items] | ||
Derivative liabilities | 0 | 1,992 |
Not Designated as Hedging Instrument | Foreign currency forward contracts | Prepaid Expenses and Other Current Assets | ||
Derivative [Line Items] | ||
Derivative assets | 0 | 204 |
Not Designated as Hedging Instrument | Foreign currency forward contracts | Accrued Liabilities and Other Liabilities | ||
Derivative [Line Items] | ||
Derivative liabilities | 516 | 0 |
Not Designated as Hedging Instrument | Interest Rate Swaps | Prepaid Expenses and Other Current Assets | ||
Derivative [Line Items] | ||
Derivative assets | 0 | 0 |
Not Designated as Hedging Instrument | Interest Rate Swaps | Accrued Liabilities and Other 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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cost of revenues | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain on derivative instruments, pretax | $ 629 | ||
Loss on derivative instruments, pretax | $ (316) | $ (147) | |
Operating expenses | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain on derivative instruments, pretax | 2,678 | ||
Loss on derivative instruments, pretax | (1,105) | (540) | |
Foreign currency forward contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Other comprehensive income (loss), cash flow hedge, gain (loss), before reclassification and tax | (5,513) | 2,482 | 1,183 |
Interest Rate Swaps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Other comprehensive income (loss), cash flow hedge, gain (loss), before reclassification and tax | 10,005 | 2,456 | (32,367) |
Designated as Hedging Instrument | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Other comprehensive income (loss), cash flow hedge, gain (loss), before reclassification and tax | 4,492 | 4,938 | (31,184) |
Designated as Hedging Instrument | Foreign currency forward contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Other comprehensive income (loss), cash flow hedge, gain (loss), reclassification, before tax | (1,421) | 3,307 | (687) |
Designated as Hedging Instrument | Interest Rate Swaps | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Other comprehensive income (loss), cash flow hedge, gain (loss), reclassification, before tax | $ 4,558 | $ (21,323) | $ (20,564) |
Derivative Financial Instrume_6
Derivative Financial Instruments - Derivative Instruments, Gain (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Not Designated as Hedging Instrument | Other Income (Expense), Net | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) recognized in other income (expense), net | $ 5,493 | $ (183) | $ (206) |
Stockholders Equity - Narrative
Stockholders Equity - Narrative (Details) $ / shares in Units, $ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Oct. 29, 2021 USD ($) | Oct. 31, 2021 $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 CAD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | ||
Class of Stock [Line Items] | |||||||
Preferred stock, shares issued (in shares) | shares | 0 | 0 | |||||
Preferred stock, shares outstanding (in shares) | shares | 0 | 0 | |||||
Total stock-based compensation | $ | $ 135,862 | $ 45,017 | $ 12,044 | ||||
Weighted average fair value of each share used in the determination of the company's options (in dollars per share) | $ / shares | $ 21.42 | ||||||
Fair value of options vested | $ | $ 32,300 | $ 13,800 | |||||
Number of options vested and exercisable (in shares) | shares | 14,600,000 | ||||||
Options vested and exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 16.3 | ||||||
Options vested and exercisable, aggregate intrinsic value | $ | $ 34,100 | ||||||
Options vested and exercisable, weighted average remaining contractual term | 5 years 11 months 8 days | 5 years 11 months 8 days | 6 years 4 months 2 days | ||||
Number of unvested options (in shares) | shares | 8,200,000 | 15,400,000 | |||||
Nonvested options, weighted average exercise price (in dollars per share) | $ / shares | $ 8.47 | $ 5.78 | |||||
Award vesting period | 1 year | 1 year | |||||
Stock repurchased during period, value | $ | $ 24 | $ 9,318 | $ 3,286 | ||||
Class A Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares, issued (in shares) | shares | 2,000,000,000 | 239,749,000 | 234,189,000 | ||||
Common stock, par value per share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Class A Common Stock | Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Stock repurchased during period, shares (in shares) | shares | [1] | 420,000 | 218,000 | ||||
Stock repurchased during period, value | $ | [1] | $ 4 | $ 2 | ||||
Class B-1 Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares, issued (in shares) | shares | 200,000,000 | 44,050,000 | 44,050,000 | ||||
Common stock, par value per share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Dividends | $ | $ 15 | ||||||
Class B-2 Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares, issued (in shares) | shares | 200,000,000 | 44,050,000 | 44,050,000 | ||||
Common stock, par value per share (in dollars per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||
Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares issued (in shares) | shares | 200,000,000 | ||||||
Preferred stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.01 | ||||||
2015 Stock Plan | |||||||
Class of Stock [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized (in shares) | shares | 34,065,509 | ||||||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | 10 years | |||||
Stock repurchased during period, shares (in shares) | shares | 0 | 0 | 400,000 | ||||
Stock repurchased during period, value | $ | $ 9,300 | ||||||
2021 Stock Plan | |||||||
Class of Stock [Line Items] | |||||||
Common stock, capital shares reserved for future issuance (in shares) | shares | 46,770,130 | ||||||
MOIC Options | |||||||
Class of Stock [Line Items] | |||||||
Total stock-based compensation | $ | $ 15,700 | ||||||
Service Based | |||||||
Class of Stock [Line Items] | |||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | $ 13,200 | ||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 1 year 21 days | 1 year 21 days | |||||
Service And Performance Based Share Options | |||||||
Class of Stock [Line Items] | |||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | $ 9,600 | ||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 2 years 3 months | 2 years 3 months | |||||
Performance Based | |||||||
Class of Stock [Line Items] | |||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | $ 8,300 | ||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 1 year 5 months 1 day | 1 year 5 months 1 day | |||||
Restricted Stock | Minimum | |||||||
Class of Stock [Line Items] | |||||||
Award vesting period | 2 years | 2 years | |||||
Restricted Stock | Maximum | |||||||
Class of Stock [Line Items] | |||||||
Award vesting period | 4 years | 4 years | |||||
ESPP | |||||||
Class of Stock [Line Items] | |||||||
Common stock, capital shares reserved for future issuance (in shares) | shares | 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 | $ | $ 3,200 | ||||||
Restricted Stock Units And Performance Stock Units | |||||||
Class of Stock [Line Items] | |||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ | $ 366,300 | ||||||
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 2 years 11 months 12 days | 2 years 11 months 12 days | |||||
[1] Amounts for periods prior to the completion of our restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in Note 1 Organization and Description of Business in the Notes to our Consolidated Financial Statements. |
Stockholders Equity - Share-bas
Stockholders Equity - Share-based Payment Arrangement, Option, Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Options | |||
Beginning balance (in shares) | 25,884 | 23,710 | |
Granted (in shares) | 5,668 | ||
Exercised (in shares) | (1,665) | (1,276) | |
Forfeitures and expirations (in shares) | (1,399) | (2,218) | |
Ending balance (in shares) | 22,820 | 25,884 | 23,710 |
Weighted-Average Exercise Price | |||
Beginning balance (in dollars per share) | $ 16.53 | $ 14.85 | |
Granted (in dollars per share) | 22.20 | ||
Exercised (in dollars per share) | 12.19 | 11.83 | |
Forfeitures and expirations (in dollars per share) | 17.01 | 15.74 | |
Ending balance (in dollars per share) | $ 16.83 | 16.53 | $ 14.85 |
Grants in period, weighted-average grant date fair value (in dollars per share) | $ 8.20 | ||
Weighted- Average Remaining Contractual Term (in years) | 6 years 4 months 2 days | 7 years 4 months 9 days | 7 years 10 months 2 days |
Aggregate Intrinsic Value (in thousands) | |||
Outstanding | $ 51,157 | $ 529,265 | $ 83,364 |
Exercised | $ 12,718 | $ 13,742 | |
Service Based | |||
Number of Options | |||
Beginning balance (in shares) | 17,768 | 16,463 | |
Granted (in shares) | 3,749 | ||
Exercised (in shares) | (1,329) | (1,024) | |
Forfeitures and expirations (in shares) | (935) | (1,420) | |
Ending balance (in shares) | 15,504 | 17,768 | 16,463 |
Performance Based | |||
Number of Options | |||
Beginning balance (in shares) | 8,116 | 7,247 | |
Granted (in shares) | 1,919 | ||
Exercised (in shares) | (336) | (252) | |
Forfeitures and expirations (in shares) | (464) | (798) | |
Ending balance (in shares) | 7,316 | 8,116 | 7,247 |
Stockholders Equity - Share-b_2
Stockholders Equity - Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity (Details) - Restricted Stock - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | ||
Unvested and outstanding, beginning balance (in shares) | 7,570 | 0 |
Granted (in shares) | 12,795 | 7,635 |
Vested (in shares) | (1,998) | 0 |
Forfeited (in shares) | (1,021) | (65) |
Unvested and outstanding, ending balance (in shares) | 17,346 | 7,570 |
Weighted-Average Grant Date Fair Value | ||
Unvested and outstanding, beginning balance (in dollars per share) | $ 33.02 | $ 0 |
Granted (in dollars per share) | 18.89 | 33.02 |
Vested (in dollars per share) | 31.43 | 0 |
Forfeited (in dollars per share) | 30.02 | 32.98 |
Unvested and outstanding, ending balance (in dollars per share) | $ 22.95 | $ 33.02 |
Stockholders Equity - Summary o
Stockholders Equity - Summary of Valuation Assumptions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Service Based | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 3 years 4 months 24 days | 2 years 10 months 24 days | |
Expected volatility | 39.40% | 36.40% | |
Risk-free interest rate | 0.40% | 0.30% | |
Expected dividend rate | 0% | 0% | |
Performance Based | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, minimum | 40% | ||
Expected volatility, maximum | 45% | ||
Expected volatility | 45% | ||
Risk-free interest rate, minimum | 1.20% | 0.60% | |
Risk-free interest rate, maximum | 1.50% | 0.70% | |
Expected dividend rate | 0% | 0% | |
Performance Based | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 1 year 10 months 24 days | 3 years 4 months 24 days | |
Performance Based | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 2 years 8 months 12 days | 3 years 10 months 24 days | |
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, minimum | 34.80% | 27.60% | |
Expected volatility, maximum | 45.20% | 32.60% | |
Risk-free interest rate, minimum | 0.60% | ||
Risk-free interest rate, maximum | 3.50% | ||
Risk-free interest rate | 0% | 0.10% | |
Expected dividend rate | 0% | ||
Fair value of common stock (in dollars per share) | $ 29 | ||
ESPP | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 months | 3 months 18 days | |
Fair value of common stock (in dollars per share) | $ 20.05 | ||
ESPP | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 1 year | 10 months 24 days | |
Fair value of common stock (in dollars per share) | $ 21.55 |
Stockholders Equity - Share-b_3
Stockholders Equity - Share-based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||
Total stock-based compensation | $ 135,862 | $ 45,017 | $ 12,044 |
Cost of revenues | |||
Class of Stock [Line Items] | |||
Total stock-based compensation | 20,763 | 5,528 | 916 |
Research and development | |||
Class of Stock [Line Items] | |||
Total stock-based compensation | 40,045 | 11,114 | 2,531 |
Sales and marketing | |||
Class of Stock [Line Items] | |||
Total stock-based compensation | 39,175 | 12,889 | 3,035 |
General and administrative | |||
Class of Stock [Line Items] | |||
Total stock-based compensation | $ 35,879 | $ 15,486 | $ 5,562 |
Employee 401(K) Plan (Details)
Employee 401(K) Plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Defined contribution plan, maximum annual contributions per employee, percent | 50% | ||
Defined contribution plan, employer matching contribution, percent of match | 50% | ||
Defined contribution plan, employer matching contribution, annual match amount | $ 6,000 | ||
Defined contribution plan, employers matching contribution, annual vesting percentage | 100% | ||
Defined contribution plan, employers matching contribution, vesting period for employees hired after January 1, 2017 | 4 years | ||
Defined contribution plan, cost | $ 10,500,000 | $ 9,600,000 | $ 10,000,000 |
Defined contribution plan, employer discretionary contribution amount | $ 0 | $ 0 | $ 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning Balance | $ 1,983,676 | $ 1,166,587 | $ 1,294,933 |
Other comprehensive income (loss): | |||
Other comprehensive (loss) income before reclassifications, net of tax benefit (expense) of $548, $56, $1,359 and, $(2,472) | (62,459) | (39,703) | 21,946 |
Net (gain) loss reclassified from accumulated other comprehensive (loss) income, net of tax benefit (expense) of $—, $—, $350 and $(1,124) | (2,363) | 13,559 | 16,040 |
Total other comprehensive (loss) income, net of tax effect | (64,822) | (26,144) | 37,986 |
Ending Balance | 2,054,361 | 1,983,676 | 1,166,587 |
Total | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning Balance | 17,151 | 43,295 | 5,309 |
Other comprehensive income (loss): | |||
Total other comprehensive (loss) income, net of tax effect | (64,822) | (26,144) | 37,986 |
Ending Balance | (47,671) | 17,151 | 43,295 |
Accumulated Foreign Currency Adjustment Attributable to Parent | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning Balance | 20,232 | 63,711 | 18,224 |
Other comprehensive income (loss): | |||
Other comprehensive (loss) income before reclassifications, net of tax benefit (expense) of $548, $56, $1,359 and, $(2,472) | (65,667) | (43,479) | 45,487 |
Net (gain) loss reclassified from accumulated other comprehensive (loss) income, net of tax benefit (expense) of $—, $—, $350 and $(1,124) | 0 | 0 | 0 |
Total other comprehensive (loss) income, net of tax effect | (65,667) | (43,479) | 45,487 |
Ending Balance | (45,435) | 20,232 | 63,711 |
Other comprehensive (loss) income, tax | 548 | (165) | (415) |
Reclassification from AOCI, tax | 0 | 0 | 0 |
Accumulated Foreign Currency Adjustment Attributable to Parent | Cash Flow Hedging | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning Balance | 1,018 | 1,643 | 232 |
Other comprehensive income (loss): | |||
Other comprehensive (loss) income before reclassifications, net of tax benefit (expense) of $548, $56, $1,359 and, $(2,472) | (4,154) | 1,864 | 893 |
Net (gain) loss reclassified from accumulated other comprehensive (loss) income, net of tax benefit (expense) of $—, $—, $350 and $(1,124) | 1,071 | (2,489) | 518 |
Total other comprehensive (loss) income, net of tax effect | (3,083) | (625) | 1,411 |
Ending Balance | (2,065) | 1,018 | 1,643 |
Other comprehensive (loss) income, tax | 1,359 | (618) | (290) |
Reclassification from AOCI, tax | 350 | (818) | 169 |
Accumulated Foreign Currency Adjustment Attributable to Parent | Cash Flow Hedging | Cost of revenues | |||
Other comprehensive income (loss): | |||
Reclassification from AOCI, current period, before tax, attributable to parent | (316) | 629 | (147) |
Accumulated Foreign Currency Adjustment Attributable to Parent | Cash Flow Hedging | Research and development | |||
Other comprehensive income (loss): | |||
Reclassification from AOCI, current period, before tax, attributable to parent | (1,105) | 2,678 | (540) |
Net Unrealized (Loss) on Available-for-sale Debt Securities | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning Balance | 0 | ||
Other comprehensive income (loss): | |||
Other comprehensive (loss) income before reclassifications, net of tax benefit (expense) of $548, $56, $1,359 and, $(2,472) | (171) | ||
Net (gain) loss reclassified from accumulated other comprehensive (loss) income, net of tax benefit (expense) of $—, $—, $350 and $(1,124) | 0 | ||
Total other comprehensive (loss) income, net of tax effect | (171) | ||
Ending Balance | (171) | 0 | |
Other comprehensive (loss) income, tax | 56 | ||
Reclassification from AOCI, tax | 0 | ||
Interest Rate Swaps | Cash Flow Hedging | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning Balance | (3,081) | (20,416) | (12,915) |
Other comprehensive income (loss): | |||
Other comprehensive (loss) income before reclassifications, net of tax benefit (expense) of $548, $56, $1,359 and, $(2,472) | 3,379 | 3,776 | (23,541) |
Net (gain) loss reclassified from accumulated other comprehensive (loss) income, net of tax benefit (expense) of $—, $—, $350 and $(1,124) | (2,363) | 13,559 | 16,040 |
Total other comprehensive (loss) income, net of tax effect | 1,016 | 17,335 | (7,501) |
Ending Balance | (2,065) | (3,081) | (20,416) |
Interest Rate Swaps | Cash Flow Hedging | Interest Rate Swaps | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning Balance | (4,099) | (22,059) | (13,147) |
Other comprehensive income (loss): | |||
Other comprehensive (loss) income before reclassifications, net of tax benefit (expense) of $548, $56, $1,359 and, $(2,472) | 7,533 | 1,912 | (24,434) |
Net (gain) loss reclassified from accumulated other comprehensive (loss) income, net of tax benefit (expense) of $—, $—, $350 and $(1,124) | (3,434) | 16,048 | 15,522 |
Total other comprehensive (loss) income, net of tax effect | 4,099 | 17,960 | (8,912) |
Ending Balance | 0 | (4,099) | (22,059) |
Other comprehensive (loss) income, tax | (2,472) | (544) | 7,933 |
Reclassification from AOCI, tax | (1,124) | 5,275 | 5,042 |
Reclassification from AOCI, current period, before tax, attributable to parent | $ 4,558 | $ (21,323) | $ (20,564) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current tax provision: | |||
U.S. federal | $ 73,974 | $ 12,419 | $ 25,118 |
U.S. state | 15,175 | 9,748 | 7,955 |
Non-U.S. | 16,394 | 23,564 | 17,033 |
Total current tax provision | 105,543 | 45,731 | 50,106 |
Deferred tax benefit: | |||
U.S. federal | (68,194) | (8,699) | (46,101) |
U.S. state | (15,589) | (7,429) | (14,842) |
Non-U.S. | (2,282) | (5,564) | (11,484) |
Total deferred tax (benefit) | (86,065) | (21,692) | (72,427) |
Total provision (benefit) for income taxes | $ 19,478 | $ 24,039 | $ (22,321) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (49,957) | $ (120,874) | $ (199,087) |
Non-U.S. | 15,760 | 44,984 | 8,879 |
Loss before income taxes | $ (34,197) | $ (75,890) | $ (190,208) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit computed at statutory tax rate | $ (7,177) | $ (15,912) | $ (47,194) |
State taxes, net of federal benefit | 327 | 750 | (5,441) |
Foreign earnings taxed at different rates | 4,115 | 2,950 | 9,858 |
Stock-based compensation | 9,504 | 1,729 | 1,023 |
Return to provision true-up | 1,794 | 114 | 9,365 |
Research and development tax credits | (3,574) | (3,067) | (2,259) |
Deferred distribution taxes | 906 | 2,209 | 1,881 |
Foreign Inclusions | 15,691 | 3,144 | 5,863 |
Withholding taxes | 4,354 | 5,729 | 3,586 |
IRS audit settlement | 0 | (4,990) | 0 |
Valuation allowance | (6,214) | 30,768 | 1,938 |
Other | (248) | 615 | (941) |
Total provision (benefit) for income taxes | $ 19,478 | $ 24,039 | $ (22,321) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||||
Effective income tax rate reconciliation, percent | (57.00%) | (32.00%) | 12% | |
Deferred tax liabilities, deferred distribution tax | $ 10,423 | $ 8,969 | ||
Unrecognized tax benefits that would impact the income tax provision | 25,500 | 23,200 | $ 37,100 | |
Accrued interest and penalties | 5,200 | 3,700 | 6,200 | |
Gross unrecognized tax benefit | 51,880 | $ 43,044 | $ 65,843 | $ 62,730 |
Decrease in unrecognized tax benefit is reasonably possible | 10,000 | |||
Subsidiaries | Rest of the World | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 103,400 | |||
Research Tax Credit Carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credit carryforward, amount | 50,300 | |||
Domestic Tax Authority | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 15,500 | |||
State and Local Jurisdiction | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 8,300 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||||
Net operating loss carry forwards | $ 17,118 | $ 21,726 | ||
Tax credit carry forwards | 28,790 | 31,910 | ||
Reserves and accrued costs not currently deductible | 14,465 | 14,653 | ||
Deferred revenue | 92,789 | 76,773 | ||
Unrealized gains or losses | 4,091 | 3,591 | ||
Disallowed interest expense | 64,754 | 88,204 | ||
Stock-based compensation | 15,796 | 9,021 | ||
Lease liability | 10,446 | 15,070 | ||
R&D capitalization | 57,751 | 0 | ||
Depreciable assets | 1,262 | 173 | ||
Other | 195 | 486 | ||
Gross deferred tax assets | 307,457 | 261,607 | ||
Valuation allowance | (124,794) | (128,108) | $ (83,851) | $ (96,411) |
Net deferred tax assets | 182,663 | 133,499 | ||
Deferred tax liabilities: | ||||
Deferred distribution tax | (10,423) | (8,969) | ||
Intangible assets | (129,426) | (170,482) | ||
Deferred commissions | (39,784) | (32,537) | ||
Right of use assets | (8,558) | (13,102) | ||
Total deferred tax liabilities | (188,191) | (225,090) | ||
Net deferred tax liabilities | $ (5,528) | $ (91,591) |
Income Taxes - Summary of Valua
Income Taxes - Summary of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Tax Assets, Valuation Allowance [Roll Forward] | |||
Balance at Beginning of Period | $ (128,108) | $ (83,851) | $ (96,411) |
(Charged) Credited to Expenses / Other | 3,314 | (44,257) | 12,560 |
Balance at End of Period | $ (124,794) | $ (128,108) | $ (83,851) |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 43,044 | $ 65,843 | $ 62,730 |
Additions for tax positions of prior years | 7,187 | 237 | 1,765 |
Reductions for tax positions of prior years | (1,569) | (2,087) | (825) |
Additions based on tax positions related to the current year | 3,813 | 4,432 | 4,332 |
Reductions due to lapse of statute of limitations | (595) | (480) | (442) |
Reductions due to settlements | 0 | (24,901) | (1,717) |
Ending balance | $ 51,880 | $ 43,044 | $ 65,843 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||||
Earnings Per Share [Abstract] | ||||||||
Net loss | $ (53,675) | $ (99,929) | $ (167,887) | |||||
Weighted average shares in computing net loss per share(i) | ||||||||
Basic (in shares) | 281,129 | 250,418 | 281,129 | [1] | 250,418 | [1] | 244,331 | [1] |
Diluted (in shares) | 281,129 | 250,418 | 281,129 | [1] | 250,418 | [1] | 244,331 | [1] |
Net loss per share attributable to Class A and B-1 common stockholders | ||||||||
Basic (in dollars per share) | $ (0.19) | $ (0.40) | $ (0.19) | [1] | $ (0.40) | [1] | $ (0.69) | [1] |
Diluted (in dollars per share) | $ (0.19) | $ (0.40) | $ (0.19) | [1] | $ (0.40) | [1] | $ (0.69) | [1] |
[1] Amounts for periods prior to the completion of our restructuring transactions on September 30, 2021 have been retrospectively adjusted to give effect to the restructuring transactions described in Note 1 Organization and Description of Business in the Notes to our Consolidated Financial Statements. |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Dilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options outstanding (in shares) | 4,138 | 5,009 | 2,624 |
RSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options outstanding (in shares) | 247 | 0 | 0 |
PSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options outstanding (in shares) | 76 | 0 | 0 |
ESPP | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options outstanding (in shares) | 90 | 0 | 0 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Affiliated Entity | ||
Related Party Transaction [Line Items] | ||
Related party transaction, expenses from transactions with related party | $ 1.6 | |
Management | Former Executive Officer | ||
Related Party Transaction [Line Items] | ||
Payments made to related party | $ 8 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Affiliated Entity | Maintenance and professional services | |||
Related Party Transaction [Line Items] | |||
Maintenance and professional services revenues | $ 28 | $ 44 | $ 111 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Product Warranty Liability [Line Items] | |
Purchase obligation | $ 213 |
Purchase obligation, to be paid, year one | 46.8 |
Purchase obligation, to be paid, year two and three | 161 |
Purchase obligation, to be paid, year four and five | $ 5.3 |
Minimum | |
Product Warranty Liability [Line Items] | |
Product warranty, term | 3 months |
Maximum | |
Product Warranty Liability [Line Items] | |
Product warranty, term | 6 months |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event $ in Millions | Jan. 10, 2023 USD ($) employee |
Subsequent Event [Line Items] | |
Restructuring and related cost, number of positions eliminated | employee | 450 |
Restructuring and related cost, number of positions eliminated, period percent | 7% |
Minimum | |
Subsequent Event [Line Items] | |
Non-recurring charges | $ 25 |
Maximum | |
Subsequent Event [Line Items] | |
Non-recurring charges | $ 35 |