Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 26, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-40936 | |
Entity Registrant Name | Informatica Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 61-1999534 | |
Entity Address, Address Line One | 2100 Seaport Boulevard | |
Entity Address, City or Town | Redwood City | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94063 | |
City Area Code | (650) | |
Local Phone Number | 385-5000 | |
Title of 12(b) Security | Class A Common Stock, $0.01 par value per share | |
Trading Symbol | INFA | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001868778 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 242,219,694 | |
Class B-1 Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 44,049,523 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 632,907 | $ 497,879 |
Short-term investments | 165,127 | 218,256 |
Accounts receivable, net of allowances of $4,607 and $4,608, respectively | 261,634 | 454,759 |
Contract assets, net | 93,881 | 95,221 |
Prepaid expenses and other current assets | 125,322 | 132,638 |
Total current assets | 1,278,871 | 1,398,753 |
Property and equipment, net | 158,053 | 160,574 |
Operating lease right-of-use-assets | 62,980 | 67,735 |
Goodwill | 2,346,596 | 2,337,036 |
Deferred tax assets | 13,799 | 13,076 |
Other assets | 162,421 | 165,733 |
Total assets | 4,815,613 | 4,970,899 |
Current liabilities: | ||
Accounts payable | 20,393 | 38,002 |
Accrued liabilities | 40,758 | 58,844 |
Accrued compensation and related expenses | 74,563 | 150,118 |
Current operating lease liabilities | 16,418 | 17,514 |
Current portion of long-term debt | 18,750 | 18,750 |
Income taxes payable | 18,629 | 3,758 |
Contract liabilities | 644,894 | 676,470 |
Total current liabilities | 834,405 | 963,456 |
Long-term operating lease liabilities | 51,398 | 55,178 |
Long-term contract liabilities | 21,921 | 23,007 |
Long-term debt, net | 1,817,792 | 1,821,760 |
Deferred tax liabilities | 31,351 | 18,604 |
Long-term income taxes payable | 32,548 | 30,601 |
Other liabilities | 4,610 | 3,932 |
Total liabilities | 2,794,025 | 2,916,538 |
Commitments and Contingencies | ||
Stockholders’ equity: | ||
Additional paid-in-capital | 3,352,312 | 3,282,383 |
Accumulated other comprehensive loss | (34,032) | (47,671) |
Accumulated deficit | (1,299,555) | (1,183,189) |
Total stockholders’ equity | 2,021,588 | 2,054,361 |
Total liabilities and stockholders’ equity | 4,815,613 | 4,970,899 |
Customer relationships | ||
Current assets: | ||
Intangible assets, net | 764,492 | 794,898 |
Trademarks and Trade Names and Developed Technology Rights | ||
Current assets: | ||
Intangible assets, net | 28,401 | 33,094 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock, value, issued | 2,423 | 2,398 |
Class B-1 Common Stock | ||
Stockholders’ equity: | ||
Common stock, value, issued | 440 | 440 |
Class B-2 Common Stock | ||
Stockholders’ equity: | ||
Common stock, value, issued | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accounts receivable, allowance | $ 4,607 | $ 4,608 |
Class A Common Stock | ||
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Common stock, shares, issued (in shares) | 242,222,000 | 239,749,000 |
Common stock, shares, outstanding (in shares) | 242,222,000 | 239,749,000 |
Class B-1 Common Stock | ||
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares, issued (in shares) | 44,050,000 | 44,050,000 |
Common stock, shares, outstanding (in shares) | 44,050,000 | 44,050,000 |
Class B-2 Common Stock | ||
Common stock, par value per share (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares, issued (in shares) | 44,050,000 | 44,050,000 |
Common stock, shares, outstanding (in shares) | 44,050,000 | 44,050,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues: | ||
Total revenues | $ 365,431 | $ 362,347 |
Amortization of acquired technology | 2,874 | 9,137 |
Total cost of revenues | 81,897 | 83,799 |
Gross profit | 283,534 | 278,548 |
Operating expenses: | ||
Research and development | 82,039 | 75,123 |
Sales and marketing | 128,538 | 128,952 |
General and administrative | 41,360 | 29,574 |
Amortization of intangible assets | 34,291 | 38,661 |
Restructuring | 27,253 | 0 |
Total operating expenses | 313,481 | 272,310 |
(Loss) income from operations | (29,947) | 6,238 |
Interest income | 7,583 | 366 |
Interest expense | (35,051) | (12,825) |
Other income, net | 630 | 4,220 |
Loss before income taxes | (56,785) | (2,001) |
Income tax expense | 59,569 | 1,185 |
Net loss | $ (116,354) | $ (3,186) |
Net loss per share attributable to Class A and Class B-1 common stockholders | ||
Basic (in dollars per share) | $ (0.41) | $ (0.01) |
Diluted (in dollars per share) | $ (0.41) | $ (0.01) |
Weighted-average shares used in computing net loss per share | ||
Basic (in shares) | 284,886 | 278,772 |
Diluted (in shares) | 284,886 | 278,772 |
Software revenue | ||
Revenues: | ||
Total revenues | $ 214,728 | $ 200,419 |
Cost of revenues: | 35,864 | 24,857 |
Subscriptions | ||
Revenues: | ||
Total revenues | 213,922 | 197,747 |
Cost of revenues: | 35,684 | 24,704 |
Perpetual license | ||
Revenues: | ||
Total revenues | 806 | 2,672 |
Cost of revenues: | 180 | 153 |
Maintenance and professional services | ||
Revenues: | ||
Total revenues | 150,703 | 161,928 |
Cost of revenues: | $ 43,159 | $ 49,805 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (116,354) | $ (3,186) |
Other comprehensive loss, net of taxes: | ||
Change in foreign currency translation adjustment, net of tax benefit (expense) of $228 and $(12) | 11,750 | (19,074) |
Available-for-sale debt securities: | ||
Change in unrealized gain, net of tax expense of $24 and $— | 74 | 0 |
Cash flow hedges: | ||
Change in unrealized gain, net of tax expense of $308 and $1,312 | 941 | 3,991 |
Less: reclassification adjustment for amounts included in net loss, net of tax benefit of $286 and $380 | 874 | 1,156 |
Net change, net of tax expense of $594 and $1,692 | 1,815 | 5,147 |
Total other comprehensive (loss) income, net of tax effect | 13,639 | (13,927) |
Total comprehensive loss, net of tax effect | $ (102,715) | $ (17,113) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Change in foreign currency translation adjustment, tax | $ 228 | $ (12) |
Change in unrealized gain, tax (expense) | (24) | 0 |
Change in unrealized gain net of tax | (308) | (1,312) |
Reclassification adjustments for amounts previously included in net loss, tax | 286 | 380 |
Net change, tax | $ (594) | $ (1,692) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Class A Common Stock | Class B-1 Common Stock | Class B-2 Common Stock | Common Stock Class A Common Stock | Common Stock Class B-1 Common Stock | Common Stock Class B-2 Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2021 | 234,189,000 | 44,050,000 | 44,050,000 | |||||||
Beginning balance at Dec. 31, 2021 | $ 1,983,676 | $ 2,343 | $ 440 | $ 0 | $ 3,093,232 | $ 17,151 | $ (1,129,490) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation | 29,882 | 29,882 | ||||||||
Issuance of shares under employee stock purchase plan (in shares) | 801,000 | |||||||||
Issuance of shares under employee stock purchase plan | 13,644 | $ 8 | 13,636 | |||||||
Issuance of shares under equity plans (in shares) | 873,000 | |||||||||
Issuance of shares under equity plans | 4,706 | $ 9 | 4,697 | |||||||
Payments for dividends related to Class B-2 shares | (24) | (24) | ||||||||
Net loss | (3,186) | (3,186) | ||||||||
Other comprehensive income | (13,927) | (13,927) | ||||||||
Ending balance (in shares) at Mar. 31, 2022 | 235,863,000 | 44,050,000 | 44,050,000 | |||||||
Ending balance at Mar. 31, 2022 | 2,014,771 | $ 2,360 | $ 440 | $ 0 | 3,141,447 | 3,224 | (1,132,700) | |||
Beginning balance (in shares) at Dec. 31, 2022 | 239,749,000 | 44,050,000 | 44,050,000 | 239,749,000 | 44,050,000 | 44,050,000 | ||||
Beginning balance at Dec. 31, 2022 | 2,054,361 | $ 2,398 | $ 440 | $ 0 | 3,282,383 | (47,671) | (1,183,189) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation | 50,342 | 50,342 | ||||||||
Issuance of shares under employee stock purchase plan (in shares) | 1,112,000 | |||||||||
Issuance of shares under employee stock purchase plan | 16,131 | $ 11 | 16,120 | |||||||
Issuance of shares under equity plans (in shares) | 1,361,000 | |||||||||
Issuance of shares under equity plans | 3,481 | $ 14 | 3,467 | |||||||
Payments for dividends related to Class B-2 shares | (12) | (12) | ||||||||
Net loss | (116,354) | (116,354) | ||||||||
Other comprehensive income | 13,639 | 13,639 | ||||||||
Ending balance (in shares) at Mar. 31, 2023 | 242,222,000 | 44,050,000 | 44,050,000 | 242,222,000 | 44,050,000 | 44,050,000 | ||||
Ending balance at Mar. 31, 2023 | $ 2,021,588 | $ 2,423 | $ 440 | $ 0 | $ 3,352,312 | $ (34,032) | $ (1,299,555) |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating activities: | ||
Net loss | $ (116,354) | $ (3,186) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 4,198 | 5,727 |
Non-cash operating lease costs | 5,350 | 4,577 |
Stock-based compensation | 50,342 | 29,275 |
Deferred income taxes | 11,477 | (6,145) |
Amortization of intangible assets and acquired technology | 37,165 | 47,798 |
Amortization of debt issuance costs | 847 | 919 |
Amortization of investment discount, net of premium | (851) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 197,579 | 177,717 |
Prepaid expenses and other assets | 10,983 | (4,485) |
Accounts payable and accrued liabilities | (118,076) | (126,339) |
Income taxes payable | 22,184 | (17,981) |
Contract liabilities | (34,962) | (37,722) |
Net cash provided by operating activities | 69,882 | 70,155 |
Investing activities: | ||
Purchases of property and equipment | (1,224) | (644) |
Purchases of investments | (30,297) | (17,226) |
Maturities of investments | 80,500 | 24,114 |
Net cash provided by investing activities | 48,979 | 6,244 |
Financing activities: | ||
Payment of debt | (4,688) | 0 |
Proceeds from issuance of common stock under employee stock purchase plan | 16,131 | 13,644 |
Payments of offering costs | 0 | (505) |
Payments for dividends related to Class B-2 shares | (12) | (24) |
Net activity from derivatives with an other-than-insignificant financing element | 0 | (4,586) |
Proceeds from issuance of shares under equity plans | 3,481 | 4,706 |
Net cash provided by financing activities | 14,912 | 13,235 |
Effect of foreign exchange rate changes on cash and cash equivalents | 1,255 | (2,429) |
Net increase in cash and cash equivalents | 135,028 | 87,205 |
Cash and cash equivalents at beginning of period | 497,879 | 458,096 |
Cash and cash equivalents at end of period | 632,907 | 545,301 |
Supplemental disclosures: | ||
Cash paid for interest | 34,482 | 13,678 |
Cash paid for income taxes, net of refunds | 25,907 | 25,311 |
Non-cash investing and financing activities: | ||
Purchases of property and equipment recorded in accounts payable and accrued liabilities | 1,273 | 784 |
Deferred offering costs payable or accrued but not paid | $ 0 | $ 1,580 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of BusinessInformatica Inc. (Informatica or 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. The Company was incorporated as a Delaware corporation on June 4, 2021. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements include those of the Company and its subsidiaries, after elimination of all intercompany accounts and transactions. The Company has prepared the accompanying unaudited condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include recurring adjustments necessary for the fair statement of the Company’s financial position as of March 31, 2023 and the results of operations for the three months ended March 31, 2023. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period. Segment Reporting The Company manages, monitors and reports its operating results and financial position as a single operating segment. The Company’s chief operating decision-maker (“CODM”) is its Chief Executive Officer who makes operating decisions, assesses financial performance and allocates resources based on consolidated financial information. As such, the Company has determined that it operates in one reportable segment. Use of Estimates The Company’s unaudited condensed consolidated financial statements are prepared in accordance with GAAP, which require management to make certain estimates, judgments, and assumptions. For example, management makes estimates, judgments and assumptions in determination of performance obligations and standalone selling price (“SSP”) used in revenue recognition, the realizability of deferred tax assets, uncertain tax positions and the recoverability of intangible assets and their useful lives. 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 consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. Any material differences between these estimates and actual results will impact the Company’s unaudited condensed consolidated financial statements. The Company assesses these estimates on a regular basis, however actual results could differ from estimates due to risks and uncertainties. Summary of Significant Accounting Policies The Company’s significant accounting policies are discussed in “Note 2 – Summary of Significant Accounting Policies ” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 27, 2023. There have been no material changes to these policies during the three months ended March 31, 2023, except for the following update to the Software Revenue section of the revenue recognition accounting policy to discuss cloud-based subscription products with consumption-based pricing models based on Informatica Processing Units (“IPUs”). Certain arrangements for our cloud-based subscription products provide for a maximum number of IPUs that are pre-purchased at the beginning of the arrangement to be consumed over the subscription term, with consumption measured either monthly or annually. For arrangements where consumption is measured annually, additional fees are charged for IPUs consumed above the annual maximum, if the customer’s usage requires it. The transaction price for cloud-based subscription products with consumption-based pricing is determined based on the pre-purchased amount and, for arrangements where consumption is measured annually, an estimate of additional fees that the Company is entitled to. The Company constrains its estimate based on factors that could lead to a probable significant reversal of cumulative revenue recognized. Revenues from our cloud-based subscription products with consumption-based pricing are recognized over time on a ratable basis over the applicable period beginning on the date that the service is made available to the customer or on the date the contractual term commences, if later. |
Cash, Cash Equivalents, and Inv
Cash, Cash Equivalents, and Investments | 3 Months Ended |
Mar. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents, and Investments | Cash, Cash Equivalents, and Investments The following table summarizes the Company’s cash, cash equivalents and investments as of March 31, 2023 and December 31, 2022 (in thousands). March 31, December 31, 2023 2022 Cash $ 137,828 $ 165,599 Cash equivalents: Time deposits 49,843 51,192 Money market funds 437,277 273,098 Commercial paper 7,959 7,990 Total cash equivalents 495,079 332,280 Total cash and cash equivalents $ 632,907 $ 497,879 Short-term investments: Time deposits 75,567 125,281 Commercial paper 31,561 27,708 Corporate debt securities 17,881 21,724 U.S. government and agency securities 36,128 39,597 Non-U.S. government and agency securities 3,990 3,946 Total short-term investments $ 165,127 $ 218,256 Long-term investments (i) : Corporate debt securities 3,875 — Total long-term investments $ 3,875 $ — Total cash, cash equivalents and investments $ 801,909 $ 716,135 _____________ (i) Included in other assets on the condensed consolidated balance sheets. See Note 5. Fair Value Measurements of the Notes to Condensed Consolidated Financial Statements of this Report for further information regarding the fair value of the Company’s financial instruments. |
Available-For-Sale Debt Securit
Available-For-Sale Debt Securities | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 (in thousands). March 31, 2023 Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. government agency securities $ 36,164 $ — $ (36) $ 36,128 Non-U.S. government securities 3,993 — (3) 3,990 Corporate debt securities 21,826 2 (72) 21,756 Commercial paper 39,541 — (21) 39,520 Total $ 101,524 $ 2 $ (132) $ 101,394 The following table summarizes the Company’s available-for-sale debt securities as of December 31, 2022 (in thousands). 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 months ended March 31, 2023. As of March 31, 2023, the fair value of our available-for-sale debt securities with contractual maturity of one year or less and one through three years from the condensed consolidated balance sheet date was $97.5 million and $3.9 million, respectively. As of March 31, 2023, the gross unrealized losses that have been in a continuous unrealized loss position for less than 12 months were $0.1 million, which were related to $93.4 million of available-for-sale debt securities. There were no gross unrealized losses that have been in a continuous unrealized loss position for more than 12 months. The Company did not recognize any credit losses related to the Company’s debt securities during the three months ended March 31, 2023. 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 | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 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 $ 125,410 $ 125,410 $ — $ — Money market funds 437,277 437,277 — — Commercial paper 39,520 — 39,520 — Corporate debt securities 21,756 — 21,756 — U.S. government and U.S. government agency securities 36,128 — 36,128 — Non-U.S. government securities 3,990 — 3,990 — Total cash equivalents and investments 664,081 562,687 101,394 — Foreign currency derivatives 375 — 375 — Total assets $ 664,456 $ 562,687 $ 101,769 $ — Liabilities: Foreign currency derivatives $ 1,111 $ — $ 1,111 $ — Total liabilities $ 1,111 $ — $ 1,111 $ — 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 $ 176,473 $ 176,473 $ — $ — Money market funds 273,098 273,098 — — Commercial paper 35,698 — 35,698 — Corporate debt securities 21,724 — 21,724 — U.S. government and U.S. government agency securities 39,597 — 39,597 — Non-U.S. government securities 3,946 — 3,946 — Total money market funds and time deposits 550,536 449,571 100,965 — Foreign currency derivatives 88 — 88 — Total assets $ 550,624 $ 449,571 $ 101,053 $ — Liabilities: Foreign currency derivatives $ 3,343 $ — $ 3,343 $ — Total liabilities $ 3,343 $ — $ 3,343 $ — There were no transfers between Level 1, Level 2 and Level 3 categories during the three months ended March 31, 2023 and 2022. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The following table presents the changes in the carrying amount of the goodwill for the three months ended March 31, 2023 (in thousands): Amount Ending balance as of December 31, 2022 $ 2,337,036 Foreign currency translation adjustment 9,560 Ending Balance as of March 31, 2023 $ 2,346,596 Goodwill represents the excess of consideration paid over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. Intangible Assets The carrying amounts of the intangible assets other than goodwill as of March 31, 2023 and December 31, 2022 are as follows (in thousands, except years): Weighted Average Useful Life (Years) March 31, 2023 December 31, 2022 Cost Accumulated Amortization Net Cost Accumulated Amortization Net Acquired developed and core technology 6 $ 877,029 $ (862,193) $ 14,836 $ 876,949 $ (859,319) $ 17,630 Other intangible assets: Customer relationships 15 2,156,649 (1,392,157) 764,492 2,154,735 (1,359,837) 794,898 Trade names and trademark 7 81,514 (67,949) 13,565 81,442 (65,978) 15,464 Total other intangible assets 2,238,163 (1,460,106) 778,057 2,236,177 (1,425,815) 810,362 Total intangible assets, net $ 3,115,192 $ (2,322,299) $ 792,893 $ 3,113,126 $ (2,285,134) $ 827,992 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 $37.2 million and $47.8 million for the three months ended March 31, 2023 and 2022, respectively. The allocation of the amortization of intangible assets for the periods indicated below is as follows (in thousands): Three Months Ended March 31, 2023 2022 Cost of revenues $ 2,874 $ 9,137 Operating expenses 34,291 38,661 Total amortization of intangible assets $ 37,165 $ 47,798 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 March 31, 2023, the amortization expense related to identifiable intangible assets in future periods is expected to be as follows (in thousands): Acquired Other Intangible Assets Total Intangible Assets Remaining 2023 $ 8,673 $ 103,066 $ 111,739 2024 3,398 121,449 124,847 2025 1,626 99,335 100,961 2026 926 86,492 87,418 2027 184 75,225 75,409 Thereafter 29 292,490 292,519 Total expected amortization expense $ 14,836 $ 778,057 $ 792,893 |
Borrowings
Borrowings | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings Long-term debt consists of the following (in thousands): March 31, 2023 December 31, 2022 Dollar term loan $ 1,856,250 $ 1,860,938 Less: Discount on term loan (7,263) (7,529) Less: Debt issuance costs (12,445) (12,899) Total debt, net of discount and debt issuance costs 1,836,542 1,840,510 Less: Current portion of long-term debt (18,750) (18,750) Long-term debt, net of current portion $ 1,817,792 $ 1,821,760 As of March 31, 2023 and December 31, 2022, the aggregate fair value of the Company’s dollar term loan, based on Level 2 inputs related to fair market value, were $1,846.2 million and $1,830.2 million, respectively. Credit Facilities The Company has a credit agreement with JPMorgan Chase Bank, N.A., as agent, for a syndicate of lenders (the “Credit Agreement”). Under the Credit Agreement, the Company borrowed $1.9 billion of dollar term loans (the “Term Facility”) and obtained $250.0 million of commitments under a revolving credit facility (the “Revolving Facility” and, together with the Term Facilities, the “Credit Facilities”). The 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 March 31, 2023 and December 31, 2022. There were $1.7 million of utilized letters of credit under the Revolving Facility at March 31, 2023 and December 31, 2022. 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 borrowing 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 also includes an uncommitted incremental facility subject to compliance with certain leverage tests and borrowing limits. 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 three-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 March 31, 2023. 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 March 31, 2023 are as follows (in thousands): Remaining 2023 $ 14,063 2024 18,750 2025 18,750 2026 18,750 2027 18,750 Thereafter 1,767,187 Total $ 1,856,250 |
Disaggregation of Revenue, Cont
Disaggregation of Revenue, Contract Liabilities, Remaining Performance Obligations, Credit Risk and Costs to Obtain a Contract | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue, Contract Liabilities, Remaining Performance Obligations, Credit Risk and Costs to Obtain a Contract | Disaggregation of Revenue, Contract Liabilities, Remaining Performance Obligations, Credit Risk and Costs to Obtain a Contract The following table presents the disaggregation of revenue by revenue type, consistent with how the Company evaluates its financial performance, for the three months ended March 31, 2023 and 2022 (in thousands): Three Months Ended March 31, 2023 2022 Revenue: Cloud and subscription support $ 163,373 $ 130,898 Self-managed subscription license 50,549 66,849 Subscription 213,922 197,747 Perpetual license 806 2,672 Software revenue 214,728 200,419 Maintenance 125,375 132,477 Professional services 25,328 29,451 Maintenance and professional services revenue 150,703 161,928 Total revenues $ 365,431 $ 362,347 Revenue by geographic location for the three months ended March 31, 2023 and 2022 (in thousands): Three Months Ended March 31, 2023 2022 North America $ 251,037 $ 243,347 EMEA 77,002 78,755 Asia Pacific 29,596 32,416 Latin America 7,796 7,829 Total revenues $ 365,431 $ 362,347 In the three months ended March 31, 2023 and 2022, the Company’s revenue from customers in the United States was $233.3 million and $230.1 million, respectively. No foreign country represented 10% or more of the Company’s total revenue during the three months ended March 31, 2023 and 2022, respectively. Contract Liabilities As of March 31, 2023, deferred revenue and customer deposit liabilities were $665.0 million and $1.8 million, respectively. As of December 31, 2022, deferred revenue and customer deposit liabilities were $697.5 million and $2.0 million, respectively. The amount of revenues recognized during the three months ended March 31, 2023 that were included in the opening contract liabilities balance as of January 1, 2023 was approximately $251.6 million. The amount of revenues recognized during the three months ended March 31, 2022 that were included in the opening contract liabilities balance as of January 1, 2022 was approximately $238.1 million. Remaining Performance Obligations from Customer Contracts As of March 31, 2023 , the Company’s remaining performance obligations was $1.3 billion , which does not include customer deposit liabilities. The Company expects to recognize approximately 68% of its remaining performance obligations at March 31, 2023 as revenues over the next twelve months and the remainder over the next two to three years. Concentrations of Credit Risk and Credit Evaluations No customer accounted for more than 10% of revenue during the three months ended March 31, 2023 and 2022. At March 31, 2023 and December 31, 2022, no customer accounted for more than 10% of the accounts receivable balance. 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 three months ended March 31, 2023 (in thousands): Amount Ending balance as of December 31, 2022 $ 217,804 Additions, net 11,611 Commissions amortized (17,733) Revaluation 527 Ending balance as of March 31, 2023 $ 212,209 As of March 31, 2023, $69.0 million and $143.2 million of deferred commissions balance were included in prepaid and other current assets and other assets in the condensed consolidated balance sheet, respectively. |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring 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, and a closure of an office in Israel (the “Plan”). 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. In the first quarter of 2023, the Company recorded $27.3 million of restructuring expenses, including $1.1 million related to the right-of-use assets impairment charge for the office closure. Of this amount, $20.0 million was paid as of March 31, 2023, and the Company expects to pay the remainder in 2023. The following table sets forth a summary of restructuring activities under the Plan since December 31, 2022 through March 31, 2023 (in thousands): Severance (i) Facilities closures Transition and related costs Total Balance as of December 31, 2022 $ — $ — $ — $ — Total charges 24,896 1,133 1,224 27,253 Cash payments (19,168) — (852) (20,020) Balance as of March 31, 2023 $ 5,728 $ 1,133 $ 372 $ 7,233 _____________ (i) The balance at March 31, 2023 is recorded in accrued compensation and related expenses in the condensed consolidated balance sheets. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
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 loss during the same period in which the corresponding underlying hedged transaction affects earnings. As of March 31, 2023, a net unrealized loss of approximately $0.2 million accumulated in other comprehensive loss is expected to be reclassified into earnings within the next twelve months. The Company has forecast the amount of its anticipated foreign currency expenses based on its historical performance and projected financial plan. As of March 31, 2023, the remaining open foreign exchange contracts, carried at fair value, are hedging Indian rupee expenses and have a maturity of less than twelve months. 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, 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 $101.2 million and $100.3 million of Indian rupees as of March 31, 2023 and December 31, 2022, respectively. Interest Rate Swaps During the year ended December 31, 2022, the Company had two interest rate swap agreements to offset the variability of cash flows associated with the floating rate interest payments related to the Term Facilities. See Note 7. Borrowings in the Notes to Condensed Consolidated Financial Statements of this Report for further discussion of the credit facilities. These swaps were designated as cash flow hedges of floating rate interest payments. Both interest rate swaps matured as of December 31, 2022. 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, 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 $10.8 million and $10.4 million of Indian rupees at March 31, 2023 and December 31, 2022, respectively. There were no open foreign currency contracts to sell at March 31, 2023 and December 31, 2022, respectively. The following table reflects the fair value amounts for designated and non-designated hedging instruments at March 31, 2023 and December 31, 2022 (in thousands): March 31, 2023 December 31, 2022 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 $ 371 $ 702 $ 88 $ 2,827 Non-designated hedging instruments Foreign currency forward contracts 4 409 — 516 Total fair value of hedging instruments $ 375 $ 1,111 $ 88 $ 3,343 _____________ (i) Included in prepaid expenses and other current assets on the condensed consolidated balance sheets. (ii) Included in accrued liabilities on the condensed consolidated balance sheets. The Company presents its derivative assets and derivative liabilities at gross fair values in the condensed consolidated balance sheets. However, under the master netting agreements with the respective counterparties of the foreign exchange contracts, subject to applicable requirements, the Company is allowed to net settle transactions of the same currency with a single net amount payable by one party to the other. The derivatives held by the Company are not subject to any credit contingent features negotiated with its counterparties. The Company is not required to pledge nor is entitled to receive cash collateral related to the above contracts. As of March 31, 2023 and December 31, 2022, 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 loss and condensed consolidated statements of operations for the periods indicated below are as follows (in thousands): Three Months Ended March 31, 2023 2022 Amount of gain recognized in other comprehensive loss (i) $ 1,249 $ 5,303 Amount of (loss) gain related to foreign exchange forward contracts reclassified from accumulated other comprehensive loss into income (ii) $ (1,160) $ 413 Amount of loss related to interest rate swaps reclassified from accumulated other comprehensive loss into income as interest expense $ — $ (1,949) _____________ (i) The before-tax gain of $1,249 related to foreign exchange forward contracts was recognized in other comprehensive loss during the three months ended March 31, 2023. The before-tax (loss) of $(541) related to foreign exchange forward contracts and gain of $5,844 related to interest rate swaps were recognized in other comprehensive loss during the three months ended March 31, 2022. (ii) For the three months ended March 31, 2023, the before-tax loss of $226 and $934 were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the condensed consolidated statements of operations. For the three months ended March 31, 2022, the before-tax gains of $96 and $317 were included in cost of service revenues and operating expenses, primarily research and development expense, respectively, on the condensed consolidated statements of operations. The before-tax gain recognized in other income, net for non-designated foreign currency forward contracts and interest rate swaps for the periods indicated below are as follows (in thousands): Three Months Ended March 31, 2023 2022 Gain recognized in other income, net $ 65 $ 3,657 See Note 5. Fair Value Measurements, and Note 14. Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements of this Report for a further discussion. |
Stockholders Equity and Equity
Stockholders Equity and Equity Incentive Plan | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders Equity and Equity Incentive Plan | Stockholders Equity and Equity Incentive Plan Common and Preferred Stock The rights of the holders of Class A common stock and Class B-1 common stock are identical in all respects, except that Class B-1 common stock will not vote on the election or removal of directors. The holders of Class B-2 common stock have no participating rights (voting or otherwise), except for the right to vote on the election or removal of directors and will be entitled to a nominal annual dividend of CAD15,000.00 in the aggregate. Equity Incentive Plans The Company’s equity incentive plans are administered by the Compensation Committee of the Board of Directors (the “Compensation Committee”). The Company adopted the 2015 Equity Incentive Plan (the “2015 Plan”) and most recently amended and restated the 2015 Plan in October 2021. Under the 2015 Plan, the Company issued equity awards 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 connection with the adoption of the 2021 Plan (as defined below), the 2015 Plan was terminated with respect to future awards. The 2015 Plan continues to govern awards that were granted prior to the effectiveness of the 2021 Plan. 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. As of March 31, 2023, a total of 61.0 million shares of the Company’s Class A common stock has been reserved for issuance under the 2021 Plan. Option Awards Activity The following table summarizes the option award activity for the three months ended March 31, 2023 (in thousands, except share price, fair value and term): Number of Options Weighted- Weighted- Aggregate Total Service Performance- Outstanding at December 31, 2022 22,820 15,504 7,316 $ 16.83 6.34 $ 51,157 Granted — — — Exercised (337) (189) (148) $ 10.32 Forfeited or expired (510) (465) (45) $ 19.48 Outstanding at March 31, 2023 21,973 14,850 7,123 $ 16.86 5.92 $ 49,945 Restricted Stock Units ("RSUs") and Performance Stock Units (“PSUs”) The Company issues 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 the employee awards is generally satisfied pro-rata over two The Company issues PSUs to employees under the 2021 Plan. PSUs are eligible to vest 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 three months ended March 31, 2023 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, 2022 17,346 $ 22.95 Granted 9,331 17.44 Vested (1,024) 27.60 Forfeited (834) 26.05 Unvested and outstanding as of March 31, 2023 24,819 $ 20.57 Employee Stock Purchase Plan (“ESPP”) 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 March 31, 2023, a total of 11.1 million shares of the Company’s Class A common stock has been reserved for issuance under the ESPP. Under the ESPP, eligible employees are able to acquire shares of common stock by accumulating funds through payroll deductions. Offering periods are generally twelve months long and begin on March 1 and September 1 of each year. The purchase price for shares of our common stock purchased under the ESPP is 85% of the lesser of the fair market value of our common stock on (i) the first trading day of the applicable offering period and (ii) the last trading day of each purchase period in the applicable offering period. The ESPP also includes a reset provision for the purchase price if the stock price on the purchase date is less than the stock price on the first date of the offering period. Summary of Assumptions There were no option awards granted during the three months ended March 31, 2023. The following table summarizes the weighted-average assumptions used in estimating the fair value of the ESPP using the Black-Scholes pricing model: Three Months Ended March 31, 2023 2022 ESPP: Expected term (in years) 0.5 - 1.0 0.5 - 1.0 Expected volatility 42.4% - 48.5% 34.8% - 38.3% Risk-free interest rate 5.2% - 5.1% 0.6% - 0.9% Expected dividend yield — % — % Fair value of common stock $17.06 20.05 Stock Compensation The stock-based compensation for the periods indicated below are as follows (in thousands): Three Months Ended March 31, 2023 2022 Cost of revenues $ 7,366 $ 4,575 Research and development 13,252 9,399 Sales and marketing 14,453 7,589 General and administrative 15,271 7,712 Total stock-based compensation $ 50,342 $ 29,275 As of March 31, 2023, total unrecognized stock-based compensation expense related to unvested service-based options was $9.5 million and is expected to be recognized over the remaining weighted-average vesting period of 1.06 years. As of March 31, 2023, total unrecognized stock-based compensation expense related to unvested options with performance, market liquidity and service vesting conditions is $5.3 million and is expected to be recognized over the estimated weighted-average explicit or derived service period of 1.58 years, unless the market liquidity vesting criteria are achieved earlier. As of March 31, 2023, total unrecognized stock-based compensation expense related to unvested options with performance and service vesting conditions only is $8.2 million and is expected to be recognized over the remaining weighted-average service period of 2.0 years. As of March 31, 2023, the total unrecognized stock-based compensation expense related to the RSUs and PSUs outstanding was $463.8 million and is expected to be recognized over the remaining weighted-average vesting period of 2.52 years. As of March 31, 2023, the total unrecognized stock-based compensation expense related to the ESPP was $9.9 million and is expected to be recognized over the remaining offering period. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company computes its income tax provision for interim periods by applying the estimated annual effective tax rate to year-to-date pre-tax income from recurring operations and adjusting for discrete tax items arising in that quarter. The Company's income tax expense was $59.6 million on pretax losses of $56.8 million for the three months ended March 31, 2023, which resulted in a negative effective tax rate of 105%. The Company’s effective tax rate differs from the U.S. statutory rate of 21% primarily due to an increase in its valuation allowance and to a lesser extent from foreign income taxed at different rates and non-deductible stock-based compensation. The Company's income tax expense was $1.2 million on pretax losses of $2.0 million for the three months ended March 31, 2022, which resulted in a negative effective tax rate of 59%. The Company’s effective tax rate differs from the U.S. statutory rate of 21% primarily due to foreign withholding tax not fully offset by foreign tax credits and certain discrete expenses related to stock-based compensation. ASC 740, Income Taxes, provides for the recognition of deferred tax assets if realization of such assets is more likely than not. In assessing the need for any additional valuation allowance as of March 31, 2023, 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 three months ended March 31, 2023, management believes it is more likely than not that the Company’s deferred tax assets, after recorded valuation allowances for partial U.S. Federal and State deferred tax assets, and operating loss carryforwards in certain non-U.S. jurisdictions, will be realized. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
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, except net loss per share): Three Months Ended March 31, 2023 2022 Net loss $ (116,354) $ (3,186) Weighted-average shares in computing net loss per share: Basic 284,886 278,772 Diluted 284,886 278,772 Net loss per share attributable to Class A and Class B-1 common stockholders: Basic $ (0.41) $ (0.01) Diluted $ (0.41) $ (0.01) 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): Three Months Ended March 31, 2023 2022 Stock options outstanding 2,776 5,720 RSUs 711 52 PSUs 170 24 ESPP 89 55 |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Long-Term Purchase Obligations As of March 31, 2023, the Company had long-term purchase obligations of approximately $181.3 million, primarily related to multi-year contracts with third party vendors for hosting services related to the Company’s subscription services and software as a service commitments. The expected payments under these commitments total approximately $58.0 million and $123.3 million over the next 1 year and 1-3 years, respectively. Warranties The Company generally provides assurance-type warranties for its software products for a period of three The Company’s software products’ media are generally warranted to be free from defects in materials and workmanship under normal use, and the products are also generally warranted to substantially perform as described in certain Company documentation and the product specifications. The Company’s services are generally warranted to be performed in a professional manner and to materially conform to the specifications set forth in a customer’s signed contract. In the event there is a failure of such warranties, the Company generally will correct or provide a reasonable work-around or replacement product. The Company’s customer 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 March 31, 2023 and December 31, 2022. 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. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements include those of the Company and its subsidiaries, after elimination of all intercompany accounts and transactions. The Company has prepared the accompanying unaudited condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). |
Consolidation | In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect all adjustments, which include recurring adjustments necessary for the fair statement of the Company’s financial position as of March 31, 2023 and the results of operations for the three months ended March 31, 2023. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period. |
Segment Reporting | The Company manages, monitors and reports its operating results and financial position as a single operating segment. The Company’s chief operating decision-maker (“CODM”) is its Chief Executive Officer who makes operating decisions, assesses financial performance and allocates resources based on consolidated financial information. As such, the Company has determined that it operates in one reportable segment. |
Use of Estimates | The Company’s unaudited condensed consolidated financial statements are prepared in accordance with GAAP, which require management to make certain estimates, judgments, and assumptions. For example, management makes estimates, judgments and assumptions in determination of performance obligations and standalone selling price (“SSP”) used in revenue recognition, the realizability of deferred tax assets, uncertain tax positions and the recoverability of intangible assets and their useful lives. 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 consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. Any material differences between these estimates and actual results will impact the Company’s unaudited condensed consolidated financial statements. The Company assesses these estimates on a regular basis, however actual results could differ from estimates due to risks and uncertainties. |
Summary of Significant Accounting Policies | The Company’s significant accounting policies are discussed in “Note 2 – Summary of Significant Accounting Policies ” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 27, 2023. There have been no material changes to these policies during the three months ended March 31, 2023, except for the following update to the Software Revenue section of the revenue recognition accounting policy to discuss cloud-based subscription products with consumption-based pricing models based on Informatica Processing Units (“IPUs”). Certain arrangements for our cloud-based subscription products provide for a maximum number of IPUs that are pre-purchased at the beginning of the arrangement to be consumed over the subscription term, with consumption measured either monthly or annually. For arrangements where consumption is measured annually, additional fees are charged for IPUs consumed above the annual maximum, if the customer’s usage requires it. The transaction price for cloud-based subscription products with consumption-based pricing is determined based on the pre-purchased amount and, for arrangements where consumption is measured annually, an estimate of additional fees that the Company is entitled to. The Company constrains its estimate based on factors that could lead to a probable significant reversal of cumulative revenue recognized. Revenues from our cloud-based subscription products with consumption-based pricing are recognized over time on a ratable basis over the applicable period beginning on the date that the service is made available to the customer or on the date the contractual term commences, if later. |
Derivatives | The Company presents its derivative assets and derivative liabilities at gross fair values in the condensed consolidated balance sheets. However, under the master netting agreements with the respective counterparties of the foreign exchange contracts, subject to applicable requirements, the Company is allowed to net settle transactions of the same currency with a single net amount payable by one party to the other. The derivatives held by the Company are not subject to any credit contingent features negotiated with its counterparties. The Company is not required to pledge nor is entitled to receive cash collateral related to the above contracts. As of March 31, 2023 and December 31, 2022, 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. |
Warranties | Warranties The Company generally provides assurance-type warranties for its software products for a period of three The Company’s software products’ media are generally warranted to be free from defects in materials and workmanship under normal use, and the products are also generally warranted to substantially perform as described in certain Company documentation and the product specifications. The Company’s services are generally warranted to be performed in a professional manner and to materially conform to the specifications set forth in a customer’s signed contract. In the event there is a failure of such warranties, the Company generally will correct or provide a reasonable work-around or replacement product. The Company’s customer 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 March 31, 2023 and December 31, 2022. 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. |
Cash, Cash Equivalents, and I_2
Cash, Cash Equivalents, and Investments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Investments | The following table summarizes the Company’s cash, cash equivalents and investments as of March 31, 2023 and December 31, 2022 (in thousands). March 31, December 31, 2023 2022 Cash $ 137,828 $ 165,599 Cash equivalents: Time deposits 49,843 51,192 Money market funds 437,277 273,098 Commercial paper 7,959 7,990 Total cash equivalents 495,079 332,280 Total cash and cash equivalents $ 632,907 $ 497,879 Short-term investments: Time deposits 75,567 125,281 Commercial paper 31,561 27,708 Corporate debt securities 17,881 21,724 U.S. government and agency securities 36,128 39,597 Non-U.S. government and agency securities 3,990 3,946 Total short-term investments $ 165,127 $ 218,256 Long-term investments (i) : Corporate debt securities 3,875 — Total long-term investments $ 3,875 $ — Total cash, cash equivalents and investments $ 801,909 $ 716,135 _____________ (i) Included in other assets on the condensed consolidated balance sheets. |
Available-For-Sale Debt Secur_2
Available-For-Sale Debt Securities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 (in thousands). March 31, 2023 Amortized Cost Unrealized Gains Unrealized Losses Fair Value U.S. government agency securities $ 36,164 $ — $ (36) $ 36,128 Non-U.S. government securities 3,993 — (3) 3,990 Corporate debt securities 21,826 2 (72) 21,756 Commercial paper 39,541 — (21) 39,520 Total $ 101,524 $ 2 $ (132) $ 101,394 The following table summarizes the Company’s available-for-sale debt securities as of December 31, 2022 (in thousands). 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) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 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 $ 125,410 $ 125,410 $ — $ — Money market funds 437,277 437,277 — — Commercial paper 39,520 — 39,520 — Corporate debt securities 21,756 — 21,756 — U.S. government and U.S. government agency securities 36,128 — 36,128 — Non-U.S. government securities 3,990 — 3,990 — Total cash equivalents and investments 664,081 562,687 101,394 — Foreign currency derivatives 375 — 375 — Total assets $ 664,456 $ 562,687 $ 101,769 $ — Liabilities: Foreign currency derivatives $ 1,111 $ — $ 1,111 $ — Total liabilities $ 1,111 $ — $ 1,111 $ — 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 $ 176,473 $ 176,473 $ — $ — Money market funds 273,098 273,098 — — Commercial paper 35,698 — 35,698 — Corporate debt securities 21,724 — 21,724 — U.S. government and U.S. government agency securities 39,597 — 39,597 — Non-U.S. government securities 3,946 — 3,946 — Total money market funds and time deposits 550,536 449,571 100,965 — Foreign currency derivatives 88 — 88 — Total assets $ 550,624 $ 449,571 $ 101,053 $ — Liabilities: Foreign currency derivatives $ 3,343 $ — $ 3,343 $ — Total liabilities $ 3,343 $ — $ 3,343 $ — |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table presents the changes in the carrying amount of the goodwill for the three months ended March 31, 2023 (in thousands): Amount Ending balance as of December 31, 2022 $ 2,337,036 Foreign currency translation adjustment 9,560 Ending Balance as of March 31, 2023 $ 2,346,596 |
Schedule of Finite-Lived Intangible Assets | The carrying amounts of the intangible assets other than goodwill as of March 31, 2023 and December 31, 2022 are as follows (in thousands, except years): Weighted Average Useful Life (Years) March 31, 2023 December 31, 2022 Cost Accumulated Amortization Net Cost Accumulated Amortization Net Acquired developed and core technology 6 $ 877,029 $ (862,193) $ 14,836 $ 876,949 $ (859,319) $ 17,630 Other intangible assets: Customer relationships 15 2,156,649 (1,392,157) 764,492 2,154,735 (1,359,837) 794,898 Trade names and trademark 7 81,514 (67,949) 13,565 81,442 (65,978) 15,464 Total other intangible assets 2,238,163 (1,460,106) 778,057 2,236,177 (1,425,815) 810,362 Total intangible assets, net $ 3,115,192 $ (2,322,299) $ 792,893 $ 3,113,126 $ (2,285,134) $ 827,992 |
Schedule of Indefinite-Lived Intangible Assets | The carrying amounts of the intangible assets other than goodwill as of March 31, 2023 and December 31, 2022 are as follows (in thousands, except years): Weighted Average Useful Life (Years) March 31, 2023 December 31, 2022 Cost Accumulated Amortization Net Cost Accumulated Amortization Net Acquired developed and core technology 6 $ 877,029 $ (862,193) $ 14,836 $ 876,949 $ (859,319) $ 17,630 Other intangible assets: Customer relationships 15 2,156,649 (1,392,157) 764,492 2,154,735 (1,359,837) 794,898 Trade names and trademark 7 81,514 (67,949) 13,565 81,442 (65,978) 15,464 Total other intangible assets 2,238,163 (1,460,106) 778,057 2,236,177 (1,425,815) 810,362 Total intangible assets, net $ 3,115,192 $ (2,322,299) $ 792,893 $ 3,113,126 $ (2,285,134) $ 827,992 |
Schedule of Finite-Lived Intangible Assets, Allocation of Amortization Expense | The allocation of the amortization of intangible assets for the periods indicated below is as follows (in thousands): Three Months Ended March 31, 2023 2022 Cost of revenues $ 2,874 $ 9,137 Operating expenses 34,291 38,661 Total amortization of intangible assets $ 37,165 $ 47,798 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of March 31, 2023, the amortization expense related to identifiable intangible assets in future periods is expected to be as follows (in thousands): Acquired Other Intangible Assets Total Intangible Assets Remaining 2023 $ 8,673 $ 103,066 $ 111,739 2024 3,398 121,449 124,847 2025 1,626 99,335 100,961 2026 926 86,492 87,418 2027 184 75,225 75,409 Thereafter 29 292,490 292,519 Total expected amortization expense $ 14,836 $ 778,057 $ 792,893 |
Borrowings (Tables)
Borrowings (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Long-term debt consists of the following (in thousands): March 31, 2023 December 31, 2022 Dollar term loan $ 1,856,250 $ 1,860,938 Less: Discount on term loan (7,263) (7,529) Less: Debt issuance costs (12,445) (12,899) Total debt, net of discount and debt issuance costs 1,836,542 1,840,510 Less: Current portion of long-term debt (18,750) (18,750) Long-term debt, net of current portion $ 1,817,792 $ 1,821,760 |
Schedule of Maturities of Long-term Debt | Future minimum principal payments on the Term Facility as of March 31, 2023 are as follows (in thousands): Remaining 2023 $ 14,063 2024 18,750 2025 18,750 2026 18,750 2027 18,750 Thereafter 1,767,187 Total $ 1,856,250 |
Disaggregation of Revenue, Co_2
Disaggregation of Revenue, Contract Liabilities, Remaining Performance Obligations, Credit Risk and Costs to Obtain a Contract (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents the disaggregation of revenue by revenue type, consistent with how the Company evaluates its financial performance, for the three months ended March 31, 2023 and 2022 (in thousands): Three Months Ended March 31, 2023 2022 Revenue: Cloud and subscription support $ 163,373 $ 130,898 Self-managed subscription license 50,549 66,849 Subscription 213,922 197,747 Perpetual license 806 2,672 Software revenue 214,728 200,419 Maintenance 125,375 132,477 Professional services 25,328 29,451 Maintenance and professional services revenue 150,703 161,928 Total revenues $ 365,431 $ 362,347 Revenue by geographic location for the three months ended March 31, 2023 and 2022 (in thousands): Three Months Ended March 31, 2023 2022 North America $ 251,037 $ 243,347 EMEA 77,002 78,755 Asia Pacific 29,596 32,416 Latin America 7,796 7,829 Total revenues $ 365,431 $ 362,347 |
Capitalized Contract Cost | The changes in the capitalized costs to obtain a contract for the three months ended March 31, 2023 (in thousands): Amount Ending balance as of December 31, 2022 $ 217,804 Additions, net 11,611 Commissions amortized (17,733) Revaluation 527 Ending balance as of March 31, 2023 $ 212,209 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | The following table sets forth a summary of restructuring activities under the Plan since December 31, 2022 through March 31, 2023 (in thousands): Severance (i) Facilities closures Transition and related costs Total Balance as of December 31, 2022 $ — $ — $ — $ — Total charges 24,896 1,133 1,224 27,253 Cash payments (19,168) — (852) (20,020) Balance as of March 31, 2023 $ 5,728 $ 1,133 $ 372 $ 7,233 _____________ (i) The balance at March 31, 2023 is recorded in accrued compensation and related expenses in the condensed consolidated balance sheets. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and December 31, 2022 (in thousands): March 31, 2023 December 31, 2022 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 $ 371 $ 702 $ 88 $ 2,827 Non-designated hedging instruments Foreign currency forward contracts 4 409 — 516 Total fair value of hedging instruments $ 375 $ 1,111 $ 88 $ 3,343 _____________ (i) Included in prepaid expenses and other current assets on the condensed consolidated balance sheets. (ii) Included in accrued liabilities on the condensed consolidated balance sheets. |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | The before-tax effects of derivative instruments designated as cash flow hedges on the accumulated other comprehensive loss and condensed consolidated statements of operations for the periods indicated below are as follows (in thousands): Three Months Ended March 31, 2023 2022 Amount of gain recognized in other comprehensive loss (i) $ 1,249 $ 5,303 Amount of (loss) gain related to foreign exchange forward contracts reclassified from accumulated other comprehensive loss into income (ii) $ (1,160) $ 413 Amount of loss related to interest rate swaps reclassified from accumulated other comprehensive loss into income as interest expense $ — $ (1,949) _____________ (i) The before-tax gain of $1,249 related to foreign exchange forward contracts was recognized in other comprehensive loss during the three months ended March 31, 2023. The before-tax (loss) of $(541) related to foreign exchange forward contracts and gain of $5,844 related to interest rate swaps were recognized in other comprehensive loss during the three months ended March 31, 2022. |
Derivative Instruments, Gain (Loss) | The before-tax gain recognized in other income, net for non-designated foreign currency forward contracts and interest rate swaps for the periods indicated below are as follows (in thousands): Three Months Ended March 31, 2023 2022 Gain recognized in other income, net $ 65 $ 3,657 |
Stockholders Equity and Equit_2
Stockholders Equity and Equity Incentive Plan (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Share-based Payment Arrangement, Option, Activity | The following table summarizes the option award activity for the three months ended March 31, 2023 (in thousands, except share price, fair value and term): Number of Options Weighted- Weighted- Aggregate Total Service Performance- Outstanding at December 31, 2022 22,820 15,504 7,316 $ 16.83 6.34 $ 51,157 Granted — — — Exercised (337) (189) (148) $ 10.32 Forfeited or expired (510) (465) (45) $ 19.48 Outstanding at March 31, 2023 21,973 14,850 7,123 $ 16.86 5.92 $ 49,945 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | The following table summarizes RSU and PSU activity and related information during the three months ended March 31, 2023 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, 2022 17,346 $ 22.95 Granted 9,331 17.44 Vested (1,024) 27.60 Forfeited (834) 26.05 Unvested and outstanding as of March 31, 2023 24,819 $ 20.57 |
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 using the Black-Scholes pricing model: Three Months Ended March 31, 2023 2022 ESPP: Expected term (in years) 0.5 - 1.0 0.5 - 1.0 Expected volatility 42.4% - 48.5% 34.8% - 38.3% Risk-free interest rate 5.2% - 5.1% 0.6% - 0.9% Expected dividend yield — % — % Fair value of common stock $17.06 20.05 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The stock-based compensation for the periods indicated below are as follows (in thousands): Three Months Ended March 31, 2023 2022 Cost of revenues $ 7,366 $ 4,575 Research and development 13,252 9,399 Sales and marketing 14,453 7,589 General and administrative 15,271 7,712 Total stock-based compensation $ 50,342 $ 29,275 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net loss per share (in thousands, except net loss per share): Three Months Ended March 31, 2023 2022 Net loss $ (116,354) $ (3,186) Weighted-average shares in computing net loss per share: Basic 284,886 278,772 Diluted 284,886 278,772 Net loss per share attributable to Class A and Class B-1 common stockholders: Basic $ (0.41) $ (0.01) Diluted $ (0.41) $ (0.01) |
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): Three Months Ended March 31, 2023 2022 Stock options outstanding 2,776 5,720 RSUs 711 52 PSUs 170 24 ESPP 89 55 |
Summary of Significant Accounti
Summary of Significant Accounting Policies - Segments (Details) | 3 Months Ended |
Mar. 31, 2023 segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Cash, Cash Equivalents, and I_3
Cash, Cash Equivalents, and Investments - Schedule of Cash, Cash Equivalents and Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Line Items] | ||
Cash | $ 137,828 | $ 165,599 |
Cash equivalents: | ||
Time deposits | 49,843 | 51,192 |
Money market funds | 437,277 | 273,098 |
Commercial paper | 7,959 | 7,990 |
Total cash equivalents | 495,079 | 332,280 |
Total cash and cash equivalents | 632,907 | 497,879 |
Short-term investments: | ||
Total short-term investments | 165,127 | 218,256 |
Long-term investments | ||
Total long-term investments | 3,875 | 0 |
Total cash, cash equivalents and investments | 801,909 | 716,135 |
Time deposits | ||
Short-term investments: | ||
Total short-term investments | 75,567 | 125,281 |
Commercial paper | ||
Short-term investments: | ||
Total short-term investments | 31,561 | 27,708 |
Corporate debt securities | ||
Short-term investments: | ||
Total short-term investments | 17,881 | 21,724 |
Long-term investments | ||
Total long-term investments | 3,875 | 0 |
U.S. government and agency securities | ||
Short-term investments: | ||
Total short-term investments | 36,128 | 39,597 |
Non-U.S. government and agency securities | ||
Short-term investments: | ||
Total short-term investments | $ 3,990 | $ 3,946 |
Available-For-Sale Debt Secur_3
Available-For-Sale Debt Securities - Schedule of Debt Securities, Available-for-Sale (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | $ 101,524 | $ 101,193 |
Unrealized Gains | 2 | 5 |
Unrealized Losses | (132) | (233) |
Fair Value | 101,394 | 100,965 |
U.S. government agency securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 36,164 | 39,634 |
Unrealized Gains | 0 | 5 |
Unrealized Losses | (36) | (42) |
Fair Value | 36,128 | 39,597 |
Non-U.S. government securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 3,993 | 3,964 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (3) | (18) |
Fair Value | 3,990 | 3,946 |
Corporate debt securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 21,826 | 21,850 |
Unrealized Gains | 2 | 0 |
Unrealized Losses | (72) | (126) |
Fair Value | 21,756 | 21,724 |
Commercial paper | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized Cost | 39,541 | 35,745 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (21) | (47) |
Fair Value | $ 39,520 | $ 35,698 |
Available-For-Sale Debt Secur_4
Available-For-Sale Debt Securities - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Fair value maturity of one year or less | $ 97,500 | |
Fair value maturity years one through five | 3,900 | |
Unrealized loss | 132 | $ 233 |
Available-for-sale debt securities in a continuous unrealized loss position for less than 12 months | $ 93,400 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Total cash equivalents and investments | $ 664,081 | $ 550,536 |
Total assets | 664,456 | 550,624 |
Liabilities: | ||
Total liabilities | 1,111 | 3,343 |
Foreign currency derivative | ||
Assets: | ||
Derivative assets | 375 | 88 |
Liabilities: | ||
Derivative liabilities | 1,111 | 3,343 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total cash equivalents and investments | 562,687 | 449,571 |
Total assets | 562,687 | 449,571 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Foreign currency derivative | ||
Assets: | ||
Derivative assets | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total cash equivalents and investments | 101,394 | 100,965 |
Total assets | 101,769 | 101,053 |
Liabilities: | ||
Total liabilities | 1,111 | 3,343 |
Significant Other Observable Inputs (Level 2) | Foreign currency derivative | ||
Assets: | ||
Derivative assets | 375 | 88 |
Liabilities: | ||
Derivative liabilities | 1,111 | 3,343 |
Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total cash equivalents and investments | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Foreign currency derivative | ||
Assets: | ||
Derivative assets | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Time deposits | ||
Assets: | ||
Total cash equivalents and investments | 125,410 | 176,473 |
Time deposits | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total cash equivalents and investments | 125,410 | 176,473 |
Time deposits | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total cash equivalents and investments | 0 | 0 |
Time deposits | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total cash equivalents and investments | 0 | 0 |
Money market funds | ||
Assets: | ||
Total cash equivalents and investments | 437,277 | 273,098 |
Money market funds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total cash equivalents and investments | 437,277 | 273,098 |
Money market funds | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total cash equivalents and investments | 0 | 0 |
Money market funds | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total cash equivalents and investments | 0 | 0 |
Commercial paper | ||
Assets: | ||
Total cash equivalents and investments | 39,520 | 35,698 |
Commercial paper | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total cash equivalents and investments | 0 | 0 |
Commercial paper | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total cash equivalents and investments | 39,520 | 35,698 |
Commercial paper | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total cash equivalents and investments | 0 | 0 |
Corporate debt securities | ||
Assets: | ||
Total cash equivalents and investments | 21,756 | 21,724 |
Corporate debt securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total cash equivalents and investments | 0 | 0 |
Corporate debt securities | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total cash equivalents and investments | 21,756 | 21,724 |
Corporate debt securities | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total cash equivalents and investments | 0 | 0 |
U.S. government and U.S. government agency securities | ||
Assets: | ||
Total cash equivalents and investments | 36,128 | 39,597 |
U.S. government and U.S. government agency securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total cash equivalents and investments | 0 | 0 |
U.S. government and U.S. government agency securities | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total cash equivalents and investments | 36,128 | 39,597 |
U.S. government and U.S. government agency securities | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total cash equivalents and investments | 0 | 0 |
Non-U.S. government securities | ||
Assets: | ||
Total cash equivalents and investments | 3,990 | 3,946 |
Non-U.S. government securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Total cash equivalents and investments | 0 | 0 |
Non-U.S. government securities | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total cash equivalents and investments | 3,990 | 3,946 |
Non-U.S. government securities | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total cash equivalents and investments | $ 0 | $ 0 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 2,337,036 |
Foreign currency translation adjustment | 9,560 |
Goodwill, ending balance | $ 2,346,596 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | $ 3,115,192 | $ 3,113,126 |
Accumulated Amortization | (2,322,299) | (2,285,134) |
Net | $ 792,893 | 827,992 |
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 | $ 877,029 | 876,949 |
Accumulated Amortization | (862,193) | (859,319) |
Net | 14,836 | 17,630 |
Other Intangible Assets | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | 2,238,163 | 2,236,177 |
Accumulated Amortization | (1,460,106) | (1,425,815) |
Net | $ 778,057 | 810,362 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (Years) | 15 years | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | $ 2,156,649 | 2,154,735 |
Accumulated Amortization | (1,392,157) | (1,359,837) |
Net | $ 764,492 | 794,898 |
Trade names and trademark | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Useful Life (Years) | 7 years | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | $ 81,514 | 81,442 |
Accumulated Amortization | (67,949) | (65,978) |
Net | $ 13,565 | $ 15,464 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets and acquired technology | $ 37,165 | $ 47,798 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets, Allocation of Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total amortization of intangible assets | $ 37,165 | $ 47,798 |
Cost of revenues | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total amortization of intangible assets | 2,874 | 9,137 |
Operating expenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total amortization of intangible assets | $ 34,291 | $ 38,661 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Remaining 2023 | $ 111,739 | |
2024 | 124,847 | |
2025 | 100,961 | |
2026 | 87,418 | |
2027 | 75,409 | |
Thereafter | 292,519 | |
Net | 792,893 | $ 827,992 |
Acquired developed and core technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining 2023 | 8,673 | |
2024 | 3,398 | |
2025 | 1,626 | |
2026 | 926 | |
2027 | 184 | |
Thereafter | 29 | |
Net | 14,836 | 17,630 |
Other Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining 2023 | 103,066 | |
2024 | 121,449 | |
2025 | 99,335 | |
2026 | 86,492 | |
2027 | 75,225 | |
Thereafter | 292,490 | |
Net | $ 778,057 | $ 810,362 |
Borrowings - Schedule of Debt (
Borrowings - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Dollar term loan | $ 1,856,250 | |
Less: Discount on term loan | (7,263) | $ (7,529) |
Less: Debt issuance costs | (12,445) | (12,899) |
Total debt, net of discount and debt issuance costs | 1,836,542 | 1,840,510 |
Less: Current portion of long-term debt | (18,750) | (18,750) |
Long-term debt, net of current portion | 1,817,792 | 1,821,760 |
Dollar term loan | Medium-term Notes | ||
Debt Instrument [Line Items] | ||
Dollar term loan | $ 1,856,250 | $ 1,860,938 |
Borrowings - Narrative (Details
Borrowings - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Oct. 29, 2021 | |
Debt Instrument [Line Items] | |||
Long-term debt | $ 1,836,542,000 | $ 1,840,510,000 | |
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 | $ 1,846,200,000 | 1,830,200,000 | |
Debt instrument, quarterly installment, percentage of original principal amount | 0.25% | ||
Debt instrument, original issue discount percentage | 0.125% | ||
Medium-term Notes | London Interbank Offered Rate (LIBOR) Swap Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1% | ||
Medium-term Notes | London Interbank Offered Rate (LIBOR) Swap Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 0% | ||
Medium-term Notes | Base Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.75% | ||
Medium-term Notes | Base Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1% | ||
Line of Credit | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 250,000,000 | ||
Long-term debt | $ 0 | 0 | |
Debt instrument, covenant, maximum net leverage ratio, aggregate principal amount of letter of credit obligations (more than) | $ 15,000,000 | ||
Debt instrument, covenant, maximum net leverage ratio, percent of principal in excess of revolving loan commitments | 35% | ||
Debt instrument, covenant, maximum net leverage | 0.0625 | ||
Debt instrument, debt default, principal, additional interest rate | 2% | ||
Line of Credit | Revolving Credit Facility | Minimum | |||
Debt Instrument [Line Items] | |||
Line of credit facility, unused capacity, commitment fee percentage | 0.25% | ||
Line of Credit | Revolving Credit Facility | Maximum | |||
Debt Instrument [Line Items] | |||
Line of credit facility, unused capacity, commitment fee percentage | 0.35% | ||
Line of Credit | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) Swap Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 2% | ||
Line of Credit | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) Swap Rate | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 2.50% | ||
Line of Credit | Revolving Credit Facility | Base Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1% | ||
Line of Credit | Revolving Credit Facility | Base Rate | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.50% | ||
Line of Credit | Letter of Credit | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 1,700,000 | ||
Line of credit facility, maximum borrowing capacity | $ 30,000,000 | ||
Line of Credit | Bridge Loan | |||
Debt Instrument [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 15,000,000 | ||
Dollar Term Loan | Medium-term Notes | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 1,900,000,000 | ||
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% |
Borrowings - Contractual Obliga
Borrowings - Contractual Obligation, Fiscal Year Maturity (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
Remaining 2023 | $ 14,063 |
2024 | 18,750 |
2025 | 18,750 |
2026 | 18,750 |
2027 | 18,750 |
Thereafter | 1,767,187 |
Total | $ 1,856,250 |
Disaggregation of Revenue, Co_3
Disaggregation of Revenue, Contract Liabilities, Remaining Performance Obligations, Credit Risk and Costs to Obtain a Contract - Disaggregation of Revenue by Type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 365,431 | $ 362,347 |
Software revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 214,728 | 200,419 |
Subscription | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 213,922 | 197,747 |
Cloud and subscription support | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 163,373 | 130,898 |
Self-managed subscription license | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 50,549 | 66,849 |
Perpetual license | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 806 | 2,672 |
Maintenance and professional services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 150,703 | 161,928 |
Maintenance | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 125,375 | 132,477 |
Professional services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 25,328 | $ 29,451 |
Disaggregation of Revenue, Co_4
Disaggregation of Revenue, Contract Liabilities, Remaining Performance Obligations, Credit Risk and Costs to Obtain a Contract - Revenue by Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 365,431 | $ 362,347 |
North America | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 251,037 | 243,347 |
EMEA | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 77,002 | 78,755 |
Asia Pacific | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 29,596 | 32,416 |
Latin America | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 7,796 | 7,829 |
UNITED STATES | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 233,300 | $ 230,100 |
Disaggregation of Revenue, Co_5
Disaggregation of Revenue, Contract Liabilities, Remaining Performance Obligations, Credit Risk and Costs to Obtain a Contract - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Deferred revenue | $ 665,000 | $ 697,500 | |
Customer deposits | 1,800 | 2,000 | |
Contract liabilities, revenue recognized | 251,600 | $ 238,100 | |
Revenue, remaining performance obligation, amount | 1,300,000 | ||
Deferred commissions | 212,209 | $ 217,804 | |
Prepaid Expenses and Other Current Assets | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Deferred commissions | 69,000 | ||
Other Assets | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Deferred commissions | $ 143,200 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue, remaining performance obligation, percentage | 68% | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
Disaggregation of Revenue, Co_6
Disaggregation of Revenue, Contract Liabilities, Remaining Performance Obligations, Credit Risk and Costs to Obtain a Contract - Capitalized Contract Costs (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Capitalized Contract Costs [Roll Forward] | |
Beginning balance | $ 217,804 |
Additions, net | 11,611 |
Commissions amortized | (17,733) |
Revaluation | 527 |
Ending balance | $ 212,209 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Jan. 10, 2023 employee | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | |
Restructuring and Related Activities [Abstract] | |||
Restructuring and related cost, number of positions eliminated | employee | 450 | ||
Restructuring and related cost, number of positions eliminated, period percent | 7% | ||
Total charges | $ 27,253 | $ 0 | |
Impairment of right-of-use assets | $ 1,100 |
Restructuring - Restructuring A
Restructuring - Restructuring Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | $ 0 | |
Total charges | 27,253 | $ 0 |
Cash payments | (20,020) | |
Ending balance | 7,233 | |
Severance | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 0 | |
Total charges | 24,896 | |
Cash payments | (19,168) | |
Ending balance | 5,728 | |
Facilities closures | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 0 | |
Total charges | 1,133 | |
Cash payments | 0 | |
Ending balance | 1,133 | |
Transition and related costs | ||
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 0 | |
Total charges | 1,224 | |
Cash payments | (852) | |
Ending balance | $ 372 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Narrative (Details) $ in Millions | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) derivative_instrument |
Derivative [Line Items] | ||
Foreign currency cash flow hedge gain (loss) to be reclassified during next 12 months | $ 0.2 | |
Foreign currency forward contracts | ||
Derivative [Line Items] | ||
Derivative, notional amount | 101.2 | $ 100.3 |
Interest Rate Swap | ||
Derivative [Line Items] | ||
Derivative, number of instruments held | derivative_instrument | 2 | |
Foreign currency derivative | Long | ||
Derivative [Line Items] | ||
Derivative, notional amount | $ 10.8 | $ 10.4 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Derivative Instruments in Statement of Financial Position, Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Prepaid Expenses and Other Current Assets | ||
Derivative [Line Items] | ||
Derivative assets | $ 375 | $ 88 |
Accrued Liabilities | ||
Derivative [Line Items] | ||
Derivative liabilities | 1,111 | 3,343 |
Designated as Hedging Instrument | Foreign currency forward contracts | Prepaid Expenses and Other Current Assets | ||
Derivative [Line Items] | ||
Derivative assets | 371 | 88 |
Designated as Hedging Instrument | Foreign currency forward contracts | Accrued Liabilities | ||
Derivative [Line Items] | ||
Derivative liabilities | 702 | 2,827 |
Not Designated as Hedging Instrument | Foreign currency forward contracts | Prepaid Expenses and Other Current Assets | ||
Derivative [Line Items] | ||
Derivative assets | 4 | 0 |
Not Designated as Hedging Instrument | Foreign currency forward contracts | Accrued Liabilities | ||
Derivative [Line Items] | ||
Derivative liabilities | $ 409 | $ 516 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cost of revenues | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Loss on derivative instruments, pretax | $ (226) | |
Gain (loss) on derivative instruments, pretax | $ 96 | |
Operating expenses | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Loss on derivative instruments, pretax | (934) | |
Gain (loss) on derivative instruments, pretax | 317 | |
Foreign currency forward contracts | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Other comprehensive income (loss), cash flow hedge, gain (loss), before reclassification and tax | 1,249 | (541) |
Interest Rate Swap | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Other comprehensive income (loss), cash flow hedge, gain (loss), before reclassification and tax | 5,844 | |
Designated as Hedging Instrument | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Other comprehensive income (loss), cash flow hedge, gain (loss), before reclassification and tax | 1,249 | 5,303 |
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 | (1,160) | 413 |
Designated as Hedging Instrument | Interest Rate Swap | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Other comprehensive income (loss), cash flow hedge, gain (loss), reclassification, before tax | $ 0 | $ (1,949) |
Derivative Financial Instrume_6
Derivative Financial Instruments - Derivative Instruments, Gain (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Not Designated as Hedging Instrument | Other Income (Expense), Net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain recognized in other income, net | $ 65 | $ 3,657 |
Stockholders Equity and Equit_3
Stockholders Equity and Equity Incentive Plan - Narrative (Details) $ in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 CAD ($) shares | Mar. 31, 2023 USD ($) shares | |
Class of Stock [Line Items] | ||
Options granted (in shares) | shares | 0 | |
2015 Stock Plan | ||
Class of Stock [Line Items] | ||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | |
2021 Stock Plan | ||
Class of Stock [Line Items] | ||
Common stock, capital shares reserved for future issuance (in shares) | shares | 61,000,000 | 61,000,000 |
RSUs | Minimum | ||
Class of Stock [Line Items] | ||
Award vesting period | 2 years | |
RSUs | Maximum | ||
Class of Stock [Line Items] | ||
Award vesting period | 4 years | |
ESPP | ||
Class of Stock [Line Items] | ||
Common stock, capital shares reserved for future issuance (in shares) | shares | 11,100,000 | 11,100,000 |
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ 9.9 | |
Service And Performance Based Share Options | ||
Class of Stock [Line Items] | ||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | 8.2 | |
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 2 years | |
Performance Based | ||
Class of Stock [Line Items] | ||
Options granted (in shares) | shares | 0 | |
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | 5.3 | |
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 1 year 6 months 29 days | |
Service Based | ||
Class of Stock [Line Items] | ||
Options granted (in shares) | shares | 0 | |
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | 9.5 | |
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 1 year 21 days | |
Restricted Stock Units And Performance Stock Units | ||
Class of Stock [Line Items] | ||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ 463.8 | |
Share-based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 2 years 6 months 7 days | |
Class B-2 Common Stock | ||
Class of Stock [Line Items] | ||
Common stock, nominal annual dividend | $ 15 |
Stockholders Equity and Equit_4
Stockholders Equity and Equity Incentive Plan - Share-based Payment Arrangement, Option, Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Number of Options | ||
Beginning balance (in shares) | 22,820,000 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (337,000) | |
Forfeitures and expirations (in shares) | (510,000) | |
Ending balance (in shares) | 21,973,000 | 22,820,000 |
Weighted- Average Exercise Price | ||
Weighted average exercise price, beginning balance (in shares) | $ 16.83 | |
Weighted average exercise price, exercised (in shares) | 10.32 | |
Weighted average exercise price, forfeitures and expirations (in shares) | 19.48 | |
Weighted average exercise price, ending balance (in shares) | $ 16.86 | $ 16.83 |
Weighted- Average Remaining Contractual Term (in years) | 5 years 11 months 1 day | 6 years 4 months 2 days |
Aggregate Intrinsic Value (in thousands) | ||
Outstanding | $ 49,945 | $ 51,157 |
Service Based | ||
Number of Options | ||
Beginning balance (in shares) | 15,504,000 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (189,000) | |
Forfeitures and expirations (in shares) | (465,000) | |
Ending balance (in shares) | 14,850,000 | 15,504,000 |
Performance Based | ||
Number of Options | ||
Beginning balance (in shares) | 7,316,000 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (148,000) | |
Forfeitures and expirations (in shares) | (45,000) | |
Ending balance (in shares) | 7,123,000 | 7,316,000 |
Stockholders Equity and Equit_5
Stockholders Equity and Equity Incentive Plan - Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
Unvested and outstanding, beginning balance (in shares) | shares | 17,346 |
Granted (in shares) | shares | 9,331 |
Vested (in shares) | shares | (1,024) |
Forfeited (in shares) | shares | (834) |
Unvested and outstanding, ending balance (in shares) | shares | 24,819 |
Weighted-Average Grant Date Fair Value | |
Unvested and outstanding, beginning balance (in dollars per share) | $ / shares | $ 22.95 |
Granted (in dollars per share) | $ / shares | 17.44 |
Vested (in dollars per share) | $ / shares | 27.60 |
Forfeited (in dollars per share) | $ / shares | 26.05 |
Unvested and outstanding, ending balance (in dollars per share) | $ / shares | $ 20.57 |
Stockholders Equity and Equit_6
Stockholders Equity and Equity Incentive Plan - Summary of Valuation Assumptions (Details) - ESPP - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility, minimum | 42.40% | 34.80% |
Expected volatility, maximum | 48.50% | 38.30% |
Risk-free interest rate, minimum | 5.20% | 0.60% |
Risk-free interest rate, maximum | 5.10% | 0.90% |
Expected dividend yield | 0% | 0% |
Fair value of common stock (in dollars per share) | $ 17.06 | $ 20.05 |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 months | 6 months |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 1 year | 1 year |
Stockholders Equity and Equit_7
Stockholders Equity and Equity Incentive Plan - Share-based Payment Arrangement, Expensed and Capitalized, Amount (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Class of Stock [Line Items] | ||
Share-based payment arrangement, expense | $ 50,342 | $ 29,275 |
Cost of revenues | ||
Class of Stock [Line Items] | ||
Share-based payment arrangement, expense | 7,366 | 4,575 |
Research and development | ||
Class of Stock [Line Items] | ||
Share-based payment arrangement, expense | 13,252 | 9,399 |
Sales and marketing | ||
Class of Stock [Line Items] | ||
Share-based payment arrangement, expense | 14,453 | 7,589 |
General and administrative | ||
Class of Stock [Line Items] | ||
Share-based payment arrangement, expense | $ 15,271 | $ 7,712 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 59,569 | $ 1,185 |
Loss before income taxes | $ 56,785 | $ 2,001 |
Effective tax rate (as a percent) | (105.00%) | (59.00%) |
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 | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (116,354) | $ (3,186) |
Weighted-average shares in computing net loss per share | ||
Basic (in shares) | 284,886 | 278,772 |
Diluted (in shares) | 284,886 | 278,772 |
Net loss per share attributable to Class A and Class B-1 common stockholders: | ||
Basic (in dollars per share) | $ (0.41) | $ (0.01) |
Diluted (in dollars per share) | $ (0.41) | $ (0.01) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Dilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock options outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options outstanding (in shares) | 2,776 | 5,720 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options outstanding (in shares) | 711 | 52 |
PSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options outstanding (in shares) | 170 | 24 |
ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options outstanding (in shares) | 89 | 55 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Product Warranty Liability [Line Items] | |
Purchase obligation | $ 181.3 |
Purchase obligation, to be paid, year one | 58 |
Purchase obligation, to be paid, year two and three | $ 123.3 |
Minimum | |
Product Warranty Liability [Line Items] | |
Product warranty, term | 3 months |
Maximum | |
Product Warranty Liability [Line Items] | |
Product warranty, term | 6 months |