Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 02, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 000-30141 | |
Entity Registrant Name | LIVEPERSON, INC. | |
Entity Central Index Key | 0001102993 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 13-3861628 | |
Entity Address, Address Line One | 530 7th Ave, Floor M1 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10018 | |
City Area Code | (212) | |
Local Phone Number | 609-4200 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | LPSN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 69,765,416 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 664,334 | $ 654,152 |
Accounts receivable, net of allowances of $5,837 and $5,344 as of June 30, 2021 and December 31, 2020, respectively | 89,807 | 80,423 |
Prepaid expenses and other current assets | 19,348 | 14,236 |
Total current assets | 773,489 | 748,811 |
Operating lease right of use assets (Note 9) | 307 | 614 |
Property and equipment, net (Note 6) | 115,647 | 106,055 |
Contract acquisition costs | 43,462 | 41,021 |
Intangibles, net (Note 5) | 10,970 | 10,927 |
Goodwill (Note 5) | 95,116 | 95,192 |
Deferred tax assets | 3,600 | 2,032 |
Other assets | 1,166 | 1,780 |
Total assets | 1,043,757 | 1,006,432 |
Current liabilities: | ||
Accounts payable | 8,106 | 14,115 |
Accrued expenses and other current liabilities (Note 7) | 97,567 | 99,870 |
Deferred revenue (Note 2) | 107,671 | 88,848 |
Operating lease liability (Note 9) | 2,711 | 5,718 |
Total current liabilities | 216,055 | 208,551 |
Deferred revenue, net of current portion (Note 2) | 489 | 409 |
Convertible senior notes, net (Note 8) | 556,032 | 538,432 |
Operating lease liability, net of current portion (Note 9) | 3,250 | 7,180 |
Deferred tax liability | 1,782 | 1,622 |
Other liabilities | 4,457 | 6,304 |
Total liabilities | 782,065 | 762,498 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value - 5,000,000 shares authorized, none issued | 0 | 0 |
Common stock, $0.001 par value - 200,000,000 shares authorized, 72,017,145 and 70,264,265 shares issued, 69,307,315 and 67,554,435 shares outstanding as of June 30, 2021 and December 31, 2020, respectively | 72 | 70 |
Additional paid-in capital | 696,923 | 635,672 |
Treasury stock - 2,709,830 shares | (3) | (3) |
Accumulated deficit | (434,199) | (391,885) |
Accumulated other comprehensive (loss) income | (1,101) | 80 |
Total stockholders’ equity | 261,692 | 243,934 |
Total liabilities and stockholders’ equity | $ 1,043,757 | $ 1,006,432 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances including credit loss and sales reserve | $ 5,837 | $ 5,344 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, issued (in shares) | 72,017,145 | 70,264,265 |
Common stock, outstanding (in shares) | 69,307,315 | 67,554,435 |
Treasury stock (in shares) | 2,709,830 | 2,709,830 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 119,605 | $ 91,603 | $ 227,496 | $ 169,691 |
Costs and expenses | ||||
Cost of revenue | 40,063 | 27,707 | 73,582 | 50,526 |
Sales and marketing | 38,622 | 34,618 | 75,575 | 77,298 |
General and administrative | 16,105 | 16,353 | 30,591 | 32,822 |
Product development | 37,526 | 26,967 | 70,981 | 52,681 |
Restructuring costs | 493 | 0 | 3,225 | 3,193 |
Amortization of purchased intangibles | 374 | 404 | 749 | 809 |
Total costs and expenses | 133,183 | 106,049 | 254,703 | 217,329 |
Loss from operations | (13,578) | (14,446) | (27,207) | (47,638) |
Other (expense) income, net: | ||||
Interest expense, net | (9,281) | (3,211) | (18,410) | (6,002) |
Other income (expense), net | 2,338 | (1,309) | 3,050 | (1,975) |
Total other (expense) income, net | (6,943) | (4,520) | (15,360) | (7,977) |
Loss before provision for (benefit from) income taxes | (20,521) | (18,966) | (42,567) | (55,615) |
Provision for (benefit from) income taxes | 598 | (339) | (253) | 13 |
Net loss | $ (21,119) | $ (18,627) | $ (42,314) | $ (55,628) |
Net loss per share of common stock: | ||||
Basic net loss per common share (in dollars per share) | $ (0.31) | $ (0.28) | $ (0.62) | $ (0.86) |
Diluted net loss per common share (in dollars per share) | $ (0.31) | $ (0.28) | $ (0.62) | $ (0.86) |
Weighted-average shares used to compute net loss per share: | ||||
Weighted average shares outstanding used in basic net loss per common share calculation (in shares) | 69,057,129 | 65,650,782 | 68,482,653 | 65,023,302 |
Weighted average shares outstanding used in diluted net loss per common share calculation (in shares) | 69,057,129 | 65,650,782 | 68,482,653 | 65,023,302 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Stock-based compensation expense | $ 15,100 | $ 15,900 | $ 29,700 | $ 30,600 |
Depreciation expense | 13,578 | 11,274 | ||
Cost of revenue | ||||
Stock-based compensation expense | 1,386 | 2,199 | 3,281 | 3,448 |
Depreciation expense | 2,634 | 2,537 | 5,168 | 4,909 |
Amortization of purchased intangibles | 1,184 | 284 | 2,359 | 569 |
Sales and marketing | ||||
Stock-based compensation expense | 3,373 | 2,525 | 7,155 | 7,664 |
Depreciation expense | 615 | 620 | 1,218 | 1,287 |
General and administrative | ||||
Stock-based compensation expense | 3,110 | 4,083 | 5,760 | 6,811 |
Depreciation expense | 28 | 49 | 88 | 154 |
Product development | ||||
Stock-based compensation expense | 7,218 | 7,138 | 13,502 | 12,719 |
Depreciation expense | $ 3,696 | $ 2,532 | $ 7,104 | $ 4,924 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (21,119) | $ (18,627) | $ (42,314) | $ (55,628) |
Foreign currency translation adjustment | 565 | (1,931) | (1,181) | 538 |
Comprehensive loss | $ (20,554) | $ (20,558) | $ (43,495) | $ (55,090) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited) - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Adjustment | AdjustmentAccumulated Deficit |
Beginning balance at Dec. 31, 2019 | $ 148,535 | $ 67 | $ (3) | $ 436,557 | $ (283,562) | $ (4,524) | $ (729) | $ (729) |
Beginning balance (in shares) at Dec. 31, 2019 | 66,543,073 | (2,709,830) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common stock issued upon exercise of stock options | 1,955 | 1,955 | ||||||
Common stock issued upon exercise of stock options (in shares) | 199,215 | |||||||
Common stock issued upon vesting of restricted stock units (RSU) | 0 | |||||||
Common stock issued upon vesting of restricted stock units (in shares) | 203,690 | |||||||
Common stock as earn-out payment in connection with AdvantageTec Inc. | 294 | $ 1 | 293 | |||||
Common stock as earnout payment in connection with AdvantageTec Inc. (in shares) | 11,508 | |||||||
Stock-based compensation | 9,519 | 9,519 | ||||||
Cash awards settled in shares of the Company’s common stock | 24,656 | 24,656 | ||||||
Cash awards settled in shares of the company's common stock (in shares) | 991,905 | |||||||
Common stock issued under Employee Stock Purchase Plan | 1,626 | 1,626 | ||||||
Common stock issued under Employee Stock Purchase Plan (in shares) | 50,818 | |||||||
Net loss | (37,001) | (37,001) | ||||||
Other comprehensive loss | (2,469) | (2,469) | ||||||
Ending balance at Mar. 31, 2020 | 146,386 | $ 68 | $ (3) | 474,606 | (321,292) | (6,993) | ||
Ending balance (in shares) at Mar. 31, 2020 | 68,000,209 | (2,709,830) | ||||||
Beginning balance at Dec. 31, 2019 | 148,535 | $ 67 | $ (3) | 436,557 | (283,562) | (4,524) | $ (729) | $ (729) |
Beginning balance (in shares) at Dec. 31, 2019 | 66,543,073 | (2,709,830) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (55,628) | |||||||
Ending balance at Jun. 30, 2020 | 143,314 | $ 69 | $ (3) | 488,229 | (339,919) | (5,062) | ||
Ending balance (in shares) at Jun. 30, 2020 | 68,731,477 | (2,709,830) | ||||||
Beginning balance at Mar. 31, 2020 | 146,386 | $ 68 | $ (3) | 474,606 | (321,292) | (6,993) | ||
Beginning balance (in shares) at Mar. 31, 2020 | 68,000,209 | (2,709,830) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common stock issued upon exercise of stock options | 5,079 | 5,079 | ||||||
Common stock issued upon exercise of stock options (in shares) | 403,443 | |||||||
Common stock issued upon vesting of restricted stock units (RSU) | 1 | $ 1 | ||||||
Common stock issued upon vesting of restricted stock units (in shares) | 298,114 | |||||||
Stock-based compensation | 7,433 | 7,433 | ||||||
Common stock issued under Employee Stock Purchase Plan | 1,111 | 1,111 | ||||||
Common stock issued under Employee Stock Purchase Plan (in shares) | 29,711 | |||||||
Net loss | (18,627) | (18,627) | ||||||
Other comprehensive loss | 1,931 | 1,931 | ||||||
Ending balance at Jun. 30, 2020 | 143,314 | $ 69 | $ (3) | 488,229 | (339,919) | (5,062) | ||
Ending balance (in shares) at Jun. 30, 2020 | 68,731,477 | (2,709,830) | ||||||
Beginning balance at Dec. 31, 2020 | 243,934 | $ 70 | $ (3) | 635,672 | (391,885) | 80 | ||
Beginning balance (in shares) at Dec. 31, 2020 | 70,264,265 | (2,709,830) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common stock issued upon exercise of stock options | 2,617 | 2,617 | ||||||
Common stock issued upon exercise of stock options (in shares) | 209,185 | |||||||
Common stock issued upon vesting of restricted stock units (RSU) | 0 | $ 1 | (1) | |||||
Common stock issued upon vesting of restricted stock units (in shares) | 454,508 | |||||||
Stock-based compensation | 9,225 | 9,225 | ||||||
Cash awards settled in shares of the Company’s common stock | 25,925 | 25,925 | ||||||
Cash awards settled in shares of the company's common stock (in shares) | 400,700 | |||||||
Common stock issued under Employee Stock Purchase Plan | 1,257 | 1,257 | ||||||
Common stock issued under Employee Stock Purchase Plan (in shares) | 22,544 | |||||||
Net loss | (21,195) | (21,195) | ||||||
Other comprehensive loss | (1,746) | (1,746) | ||||||
Ending balance at Mar. 31, 2021 | 260,017 | $ 71 | $ (3) | 674,695 | (413,080) | (1,666) | ||
Ending balance (in shares) at Mar. 31, 2021 | 71,351,202 | (2,709,830) | ||||||
Beginning balance at Dec. 31, 2020 | $ 243,934 | $ 70 | $ (3) | 635,672 | (391,885) | 80 | ||
Beginning balance (in shares) at Dec. 31, 2020 | 70,264,265 | (2,709,830) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common stock issued upon exercise of stock options (in shares) | 461,000 | |||||||
Net loss | $ (42,314) | |||||||
Ending balance at Jun. 30, 2021 | 261,692 | $ 72 | $ (3) | 696,923 | (434,199) | (1,101) | ||
Ending balance (in shares) at Jun. 30, 2021 | 72,017,145 | (2,709,830) | ||||||
Beginning balance at Mar. 31, 2021 | 260,017 | $ 71 | $ (3) | 674,695 | (413,080) | (1,666) | ||
Beginning balance (in shares) at Mar. 31, 2021 | 71,351,202 | (2,709,830) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Common stock issued upon exercise of stock options | 3,999 | 3,999 | ||||||
Common stock issued upon exercise of stock options (in shares) | 252,155 | |||||||
Common stock issued upon vesting of restricted stock units (RSU) | 0 | $ 1 | (1) | |||||
Common stock issued upon vesting of restricted stock units (in shares) | 252,218 | |||||||
Stock-based compensation | 9,524 | 9,524 | ||||||
Cash awards settled in shares of the Company’s common stock | 7,578 | 7,578 | ||||||
Cash awards settled in shares of the company's common stock (in shares) | 137,300 | |||||||
Common stock issued under Employee Stock Purchase Plan | 1,128 | 1,128 | ||||||
Common stock issued under Employee Stock Purchase Plan (in shares) | 24,270 | |||||||
Net loss | (21,119) | (21,119) | ||||||
Other comprehensive loss | 565 | 565 | ||||||
Ending balance at Jun. 30, 2021 | $ 261,692 | $ 72 | $ (3) | $ 696,923 | $ (434,199) | $ (1,101) | ||
Ending balance (in shares) at Jun. 30, 2021 | 72,017,145 | (2,709,830) |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | ||
OPERATING ACTIVITIES: | |||
Net loss | $ (42,314,000) | $ (55,628,000) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Stock-based compensation expense | 29,698,000 | 30,642,000 | |
Depreciation | 13,578,000 | 11,274,000 | |
Amortization of tenant allowance | 0 | (258,000) | |
Amortization of purchased intangibles and finance leases | 3,108,000 | 1,378,000 | |
Amortization of debt issuance costs | 1,228,000 | 600,000 | |
Accretion of debt discount on convertible senior notes | 16,374,000 | 4,777,000 | |
Changes in fair value of contingent consideration | 0 | (263,000) | |
Allowance for credit losses | 1,599,000 | 1,953,000 | |
Gain on settlement of leases | (3,322,000) | 0 | |
Deferred income taxes | (1,408,000) | 54,000 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (11,665,000) | 10,051,000 | |
Prepaid expenses and other current assets | (3,938,000) | (5,377,000) | |
Contract acquisition costs noncurrent | (3,557,000) | (4,348,000) | |
Other assets | 597,000 | (28,000) | |
Accounts payable | (6,548,000) | (3,026,000) | |
Accrued expenses and other current liabilities | 20,527,000 | 14,235,000 | |
Deferred revenue | 20,126,000 | 5,979,000 | |
Operating lease liabilities | (3,312,000) | 270,000 | |
Other liabilities | (157,000) | 21,000 | |
Net cash provided by operating activities | 30,614,000 | 12,306,000 | |
INVESTING ACTIVITIES: | |||
Purchases of property and equipment, including capitalized software | (23,172,000) | (23,611,000) | |
Payments for intangible assets | (1,375,000) | (648,000) | |
Net cash used in investing activities | (24,547,000) | (24,259,000) | |
FINANCING ACTIVITIES: | |||
Principal payments for financing leases | (1,728,000) | 0 | |
Proceeds from issuance of common stock in connection with the exercise of options and ESPP | 9,001,000 | 9,123,000 | |
Payments on conversion of convertible senior notes | (2,000) | 0 | |
Net cash provided by financing activities | 7,271,000 | 9,123,000 | |
Effect of foreign exchange rate changes on cash and cash equivalents | (1,882,000) | (516,000) | |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 11,456,000 | (3,346,000) | |
Cash, cash equivalents, and restricted cash - beginning of year | 654,152,000 | 176,523,000 | |
Cash, cash equivalents, and restricted cash - end of year | 665,608,000 | 173,177,000 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | |||
Cash and cash equivalents | 664,334,000 | 173,177,000 | |
Restricted cash in prepaid expenses and other current assets | 1,274,000 | 0 | |
Total cash, cash equivalents, and restricted cash | 665,608,000 | 173,177,000 | |
Supplemental disclosure of other cash flow information: | |||
Cash paid for income taxes | 686,000 | 3,124,000 | |
Cash paid for interest | 1,041,000 | 863,000 | |
Supplemental disclosure of non-cash investing and financing activities: | |||
Purchase of property and equipment recorded in accounts payable | 640,000 | $ 1,198,000 | |
Issuance of 11,508 shares of common stock as earnout payment in connection with AdvantageTec Inc. (shares) | 11,508 | ||
Issuance of 11,508 shares of common stock as earn-out payment in connection with AdvantageTec Inc. | 0 | $ 294,000 | |
Issuance of shares of common stock to settle cash awards | 33,503,000 | 24,656,000 | |
Right of use assets obtained in exchange for operating lease liabilities | [1] | $ 0 | $ (1,050,000) |
[1] | Includes leases that commenced during the year ended December 31, 2020, as well as balances related to leases in existence as of the date of the adoption of Topic 842. |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation LivePerson, Inc. (“LivePerson”, the “Company”, “we”, “our” or “us”) makes life easier for people and brands everywhere through trusted Conversational AI. Conversational AI allows humans and machines to interact using natural language, including speech or text. During the past decade, consumers have made mobile devices the center of their digital lives, and they have made mobile messaging the center of communication with friends, family and peers. This trend has been significantly accelerated by the COVID-19 pandemic and can now be viewed as a permanent, structural shift in consumer behavior. Our technology enables consumers to connect with businesses through these same preferred conversational interfaces, including Facebook Messenger, SMS, WhatsApp, Apple Business Chat, Google Rich Business Messenger, and Alexa. These messaging conversations harness human agents, bots, and Artificial Intelligence (“AI”) to power convenient, personalized, and content-rich journeys across the entire consumer lifecycle, from discovery and research, to sales, service and support, and increasingly marketing, social, and brick and mortar engagements. For example, consumers can look up product info like ratings, images and pricing, search for stores, see product inventory, schedule appointments, apply for credit, approve repairs, and make purchases or payments - all without ever leaving the messaging channel. These AI and human-assisted conversational experiences constitute the Conversational Space, within which LivePerson has strategically developed one of the industry’s largest ecosystems of messaging endpoints and use cases. The Conversational Cloud, our enterprise-class cloud-based platform, enables businesses to become conversational by securely deploying AI-powered messaging at scale for brands with tens of millions of customers and many thousands of agents. The Conversational Cloud powers conversations across each of a brand’s primary digital channels, including mobile apps, mobile and desktop web browsers, short message service (“SMS”), social media, and third-party consumer messaging platforms. Brands can also use the Conversational Cloud to message consumers when they dial a 1-800 number instead of forcing them to navigate interactive voice response systems (“IVRs”) and wait on hold. Similarly, the Conversational Cloud can ingest traditional emails and convert them into messaging conversations, or embed messaging conversations directly into web advertisements, rather than redirect consumers to static website landing pages. Agents can manage all conversations with consumers through a single console interface, regardless of where the conversations originated. LivePerson’s robust, cloud-based suite of rich messaging, real-time chat, AI, and automation offerings features consumer and agent facing bots, intelligent routing and capacity mapping, real-time intent detection and analysis, queue prioritization, customer sentiment, analytics and reporting, content delivery, Payment Card Industry (“PCI”) compliance, cobrowsing, and a sophisticated proactive targeting engine. An extensible application programming interface (“API”) stack facilitates a lower cost of ownership by facilitating robust integration into back-end systems, as well as enabling developers to build their own programs and services on top of the platform. More than 40 APIs and software development kits are available on the Conversational Cloud. LivePerson’s Conversational AI offerings put the power of bot development, training, management and analysis into the hands of the contact center and its agents, the teams most familiar with how to structure sales and service conversations to drive successful outcomes. The platform enables what we call “the tango” of humans, AI, and bots, whereby human agents act as bot managers, overseeing AI-powered conversations and seamlessly stepping into the flow when a personal touch is needed. Agents become ultra-efficient, leveraging the AI engine to serve up relevant content, define next-best actions and take over repetitive transactional work, so that the agent can focus on relationship building. By seamlessly integrating messaging with our proprietary Conversational AI, as well as third-party bots, the Conversational Cloud offers brands a comprehensive approach to scaling automations across their millions of customer conversations. LivePerson’s consumer services offering is an online marketplace that connects independent service providers (“Experts”) who provide information and knowledge for a fee via mobile and online messaging with individual consumers (“Users”). Users seek assistance and advice in various categories including personal counseling and coaching, computers and programming, education and tutoring, spirituality and religion, and other topics. LivePerson was incorporated in the State of Delaware in November 1995 and the LivePerson service was introduced in November 1998. In April 2000, the Company completed an initial public offering and is currently traded on the NASDAQ Global Select Market and the Tel Aviv Stock Exchange. LivePerson is headquartered in New York City. In light of the COVID-19 pandemic and the Company’s strong performance working remotely, the Company has adopted an “employee-centric” workforce model that does not rely on traditional offices. During the second quarter of 2021, the Company decided to reoccupy some of its leased space to provide its employees with the option of working in an office space environment if they choose to do so. Basis of Presentation The accompanying condensed consolidated financial statements as of June 30, 2021 and for the three and six months ended June 30, 2021 and 2020 are unaudited. In the opinion of management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the consolidated financial position of LivePerson as of June 30, 2021, and the consolidated results of operations, comprehensive loss, and cash flows for the interim periods ended June 30, 2021 and 2020. The financial data and other information disclosed in these notes to the condensed consolidated financial statements related to these periods are unaudited. The results of operations for any interim period are not necessarily indicative of the results of operations for any other future interim period or for a full fiscal year. The condensed consolidated balance sheet as of December 31, 2020 has been derived from audited consolidated financial statements at that date. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2021. Principles of Consolidation The condensed consolidated financial statements include the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from management’s estimates. Many of the Company’s estimates require increased judgment due to the significant volatility, uncertainty and economic disruption of the COVID-19 pandemic. We continue to monitor the effects of the COVID-19 pandemic, and our estimates and judgments may change materially as new events occur or additional information becomes available. Foreign Currency Translation The Company’s operations are conducted in various countries around the world and the financial statements of its foreign subsidiaries are reported in the applicable foreign currencies (functional currencies). Financial information is translated from the applicable functional currency to the U.S. dollar (the reporting currency) for inclusion in the Company’s consolidated financial statements. Income, expenses, and cash flows are translated at weighted average exchange rates prevailing during the fiscal period, and assets and liabilities are translated at fiscal period-end exchange rates. Resulting translation adjustments are included as a component of Accumulated other comprehensive income (loss) in stockholders’ equity. Foreign exchange transaction gain or losses are included in Other income (expense), net in the accompanying consolidated statements of operations. Recently Issued Accounting Standards Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 which simplifies the accounting for convertible instruments by eliminating existing accounting models that require separation of a cash conversion or beneficial conversion feature from the host contract. Accordingly, a convertible debt instrument will be accounted as a single liability measured at its amortized cost and a convertible preferred stock will be accounted as a single equity instrument measured at its historical cost, as long as no other embedded features require bifurcation as derivatives and the convertible debt was not issued at a substantial premium. The ASU also simplifies the derivative scope exception for accounting for contracts in an entity’s own equity by: • removing certain conditions required to meet the settlement criterion • clarifying that instruments that are not indexed to the issuer’s own stock must be remeasured at fair value through earnings at each reporting period • clarifying the scope of reassessment guidance and disclosure requirements in Subtopic 815-40. The ASU also makes targeted improvements to the disclosure requirements for convertible instruments and earnings-per-share guidance. For SEC filers, excluding smaller reporting companies, the ASU is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The ASU specifies that the guidance should be adopted as of the beginning of the annual fiscal year. We are assessing what impact ASU 2020-06 will have on our condensed consolidated financial statements. Recently Adopted Accounting Pronouncements Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. In December 2019, the FASB issued ASU 2019-12, which is intended to simplify the accounting for income taxes by removing certain exceptions and by updating accounting requirements around franchise taxes, goodwill recognized for tax purposes, the allocation of current and deferred tax expenses among legal entities, among other minor changes. The ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. We adopted ASU 2019-12 in the first quarter of 2021 and determined that the ASU had no material impact on our condensed consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | The majority of our revenue is generated from monthly service revenues, which is inclusive of our platform usage pricing model, and related professional services from the sale of our services. Revenues are recognized when control of these services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. No single customer accounted for 10% or more of our total revenue for the six months ended June 30, 2021. Remaining Performance Obligation As of June 30, 2021, the aggregate amount of the total transaction price allocated in contracts with original duration of greater than one year to the remaining performance obligations was $345.8 million. Approximately 92% of our remaining performance obligations is expected to be recognized during the next 24 months, with the balance recognized thereafter. The aggregate balance of unsatisfied performance obligations represents contracted revenue that has not yet been recognized, and does not include contract amounts that are cancellable by the customer, amounts associated with optional renewal periods, and any amounts related to performance obligations, which are billed and recognized as they are delivered. Deferred Revenues We record deferred revenues when cash payments are received or due in advance of our performance. The increase in the deferred revenue balance as of June 30, 2021 is primarily driven by cash payments received or due in advance of our performance obligations, partially offset by $81.9 million of revenues recognized that were included in the deferred revenue balance as of December 31, 2020. The following table presents deferred revenue by revenue source: Deferred Revenue June 30, December 31, (In thousands) Hosted services – Business $ 105,239 $ 86,144 Hosted services – Consumer 889 835 Professional services – Business 1,543 1,869 Total deferred revenue - short term $ 107,671 $ 88,848 Professional services – Business 489 409 Total deferred revenue - long term $ 489 $ 409 Disaggregated Revenue The following table presents the Company’s revenues disaggregated by revenue source: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 (In thousands) Revenue: Hosted services – Business $ 95,092 $ 72,382 $ 178,732 $ 133,435 Hosted services – Consumer 9,810 7,587 18,821 13,826 Professional services – Business 14,703 11,634 29,943 22,430 Total revenue $ 119,605 $ 91,603 $ 227,496 $ 169,691 Revenue by Geographic Location The following table presents the Company’s revenues attributable to domestic and foreign operations for the periods presented: Three Months Ended June 30, Six Months Ended June 30, June 30, 2021 2020 2021 2020 (In thousands) United States $ 80,924 $ 59,559 $ 149,706 $ 108,109 Other Americas (1) 3,995 3,048 7,908 5,068 Total Americas 84,919 62,607 157,614 113,177 EMEA (2) (4) 22,933 19,692 44,693 39,182 APAC (3) 11,753 9,304 25,189 17,332 Total revenue $ 119,605 $ 91,603 $ 227,496 $ 169,691 — ————————————— (1) Canada, Latin America and South America (2) Europe, the Middle East and Africa (“EMEA”) (3) Asia-Pacific (“APAC”) (4) Includes revenues from the United Kingdom of $14.8 million and $12.5 million for the three months ended June 30, 2021 and 2020, respectively, and from the Netherlands of $1.2 million and $0.6 million for the three months ended June 30, 2021 and 2020, respectively. Includes revenues from the United Kingdom of $28.1 million and $25.1 million for the six months ended June 30, 2021 and 2020, respectively, and from the Netherlands of $2.5 million and $1.9 million for the six months ended June 30, 2021 and 2020, respectively. Information about Contract Balances Amounts collected in advance of services being provided are accounted for as deferred revenue. Nearly all of our deferred revenue balance is related to Hosted Services - Business Revenue . In some arrangements, we allow customers to pay for access to the Conversational Cloud over the term of the software license. We refer to these as subscription transactions. Amounts recognized as revenue in excess of amounts billed are recorded as unbilled receivables. Unbilled receivables, anticipated to be invoiced in the next twelve months, are included in accounts receivable on the condensed consolidated balance sheet. Contract acquisition costs represent prepaid sales commissions. The opening and closing balances of our accounts receivable, unbilled receivables, contract acquisition costs, and deferred revenues are as follows: Accounts Receivable Unbilled Receivable Contract Acquisition Deferred Revenue (Current) Deferred Revenue (In thousands) Opening balance as of December 31, 2020 $ 61,801 $ 18,622 $ 41,021 $ 88,848 $ 409 (Decrease) increase, net (2,936) 12,320 2,441 18,823 80 Ending balance as of June 30, 2021 $ 58,865 $ 30,942 $ 43,462 $ 107,671 $ 489 Accounts Receivable, Net Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience. The Company reviews its allowance for doubtful accounts monthly. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. All other balances are reviewed on a pooled basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Accounts receivable are written off against the allowance for uncollectible accounts when we determine amounts are no longer collectible. Allowance for Doubtful Accounts (In thousands) Balance as of December 31, 2020 $ 5,344 Additions charged to costs and expenses 1,599 Deductions/write-offs (1,106) Balance as of June 30, 2021 $ 5,837 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Basic earnings per share (“EPS”) excludes dilution for common stock equivalents and is computed by dividing net income or loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. All options, warrants, or other potentially dilutive instruments issued for nominal consideration are required to be included in the calculation of basic and diluted net income attributable to common stockholders. Diluted EPS is calculated using the treasury stock method and reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock and resulted in the issuance of common stock. A reconciliation of shares used in calculating basic and diluted net loss per share follows: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Net loss (in thousands) $ (21,119) $ (18,627) $ (42,314) $ (55,628) Weighted average number of shares outstanding, basic and diluted 69,057,129 65,650,782 68,482,653 65,023,302 Net loss per share, basic and diluted $ (0.31) $ (0.28) $ (0.62) $ (0.86) The anti-dilutive securities excluded from the shares used to calculate diluted net loss per share are as follows: As of June 30, 2021 2020 Shares subject to outstanding common stock options and employee stock purchase plan 4,252,817 5,481,824 Restricted stock units 3,023,476 3,349,966 7,276,293 8,831,790 We expect to settle the principal amount of our 0.750% Convertible Senior Notes due 2024 (the “2024 Notes”) and our 0% Convertible Senior Notes due 2026 (the “2026 Notes” and together with the 2024 Notes, the “Notes”) upon conversion in cash and any excess over the principal amount in shares of our common stock. We use the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted net income per share, if applicable. The conversion spread will have a dilutive impact on diluted net income per share of common stock when the average market price of our common stock for a given period exceeds the initial conversion price of 130% of $38.58 per share for the 2024 Notes and $75.23 per share for the 2026 Notes. See Note 8 – Convertible Senior Notes and Capped Call Transactions for a full description of the Notes. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | We are organized into two operating segments for purposes of making operating decisions and assessing performance. The Business segment enables brands to leverage the Conversational Cloud’s sophisticated intelligence engine to connect with consumers through an integrated suite of mobile and online business messaging technologies. The Consumer segment facilitates online transactions between Experts and Users seeking information and knowledge for a fee via mobile and online messaging. Both segments currently generate their revenue primarily in the United States. The chief operating decision maker, who is the chief executive officer, evaluates performance, makes operating decisions, and allocates resources based on the operating income of each segment. The reporting segments follow the same accounting polices used in the preparation of our condensed consolidated financial statements which are described in Note 1 –Description of Business and Basis of Presentation. We allocate cost of revenue, sales and marketing, and amortization of purchased intangibles to the segments, but we do not allocate product development expenses, general and administrative expenses, restructuring costs, or income tax expense because management does not use this information to measure performance of the operating segments. There are currently no inter-segment sales. Summarized financial information by segment for the three months ended June 30, 2021, based on our internal financial reporting system utilized by our chief operating decision maker, follows: Business Consumer Corporate Consolidated (In thousands) Revenue: Hosted services – Business $ 95,092 $ — $ — $ 95,092 Hosted services – Consumer — 9,810 — 9,810 Professional services – Business 14,703 — — 14,703 Total revenue 109,795 9,810 — 119,605 Cost of revenue 38,265 1,798 — 40,063 Sales and marketing 31,915 6,707 — 38,622 Amortization of purchased intangibles 374 — — 374 Unallocated corporate expenses — — 54,124 54,124 Operating income (loss) $ 39,241 $ 1,305 $ (54,124) $ (13,578) Summarized financial information by segment for the three months ended June 30, 2020, based on our internal financial reporting system utilized by our chief operating decision maker, follows: Business Consumer Corporate Consolidated (In thousands) Revenue: Hosted services – Business $ 72,382 $ — $ — $ 72,382 Hosted services – Consumer — 7,587 — 7,587 Professional services – Business 11,634 — — 11,634 Total revenue 84,016 7,587 — 91,603 Cost of revenue 26,085 1,622 — 27,707 Sales and marketing 28,926 5,692 — 34,618 Amortization of purchased intangibles 404 — — 404 Unallocated corporate expenses — — 43,320 43,320 Operating income (loss) $ 28,601 $ 274 $ (43,320) $ (14,446) Summarized financial information by segment for the six months ended June 30, 2021, based on our internal financial reporting system utilized by our chief operating decision maker, follows: Business Consumer Corporate Consolidated (In thousands) Revenue: Hosted services – Business $ 178,732 $ — $ — $ 178,732 Hosted services – Consumer — 18,821 — 18,821 Professional services – Business 29,943 — — 29,943 Total revenue 208,675 18,821 — 227,496 Cost of revenue 69,875 3,707 — 73,582 Sales and marketing 62,118 13,457 — 75,575 Amortization of purchased intangibles 749 — — 749 Unallocated corporate expenses — — 104,797 104,797 Operating income (loss) $ 75,933 $ 1,657 $ (104,797) $ (27,207) Summarized financial information by segment for the six months ended June 30, 2020, based on our internal financial reporting system utilized by our chief operating decision maker, follows: Business Consumer Corporate Consolidated (In thousands) Revenue: Hosted services – Business $ 133,435 $ — $ — $ 133,435 Hosted services – Consumer — 13,826 — 13,826 Professional services – Business 22,430 — — 22,430 Total revenue 155,865 13,826 — 169,691 Cost of revenue 47,430 3,096 — 50,526 Sales and marketing 66,395 10,903 — 77,298 Amortization of purchased intangibles 809 — — 809 Unallocated corporate expenses — — 88,696 88,696 Operating income (loss) $ 41,231 $ (173) $ (88,696) $ (47,638) Geographic Information We are domiciled in the United States and have international operations around the globe. The following table presents our long-lived assets by geographic region as of the dates presented: June 30, December 31, 2021 2020 (In thousands) United States $ 213,276 $ 202,275 Israel 19,162 16,657 Australia 13,058 13,792 Netherlands 7,854 8,301 Other (1) 16,918 16,596 Total long-lived assets $ 270,268 $ 257,621 —————————————— (1) United Kingdom, Germany, Japan, France, and Italy |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill The changes in the carrying amount of goodwill for the six months ended June 30, 2021 are as follows: Business Consumer Consolidated (In thousands) Balance as of December 31, 2020 $ 87,168 $ 8,024 $ 95,192 Adjustments to goodwill: Foreign exchange adjustment (76) — (76) Balance as of June 30, 2021 $ 87,092 $ 8,024 $ 95,116 Intangible Assets Intangible assets are summarized as follows: As of June 30, 2021 Gross Accumulated Net Carrying Amount Weighted (In thousands) Amortizing intangible assets: Technology $ 30,463 $ (27,585) $ 2,878 5.3 years Customer relationships 16,976 (14,397) 2,579 8.4 years Patents 6,452 (1,018) 5,434 12.7 years Other 314 (235) 79 2.2 years Total $ 54,205 $ (43,235) $ 10,970 As of December 31, 2020 Gross Accumulated Net Carrying Amount Weighted (In thousands) Amortizing intangible assets: Technology $ 30,499 $ (26,818) $ 3,681 5.4 years Customer relationships 16,981 (13,982) 2,999 8.4 years Patents 5,076 (908) 4,168 12.5 years Other 314 (235) 79 2.2 years Total $ 52,870 $ (41,943) $ 10,927 Amortization expense is calculated over the estimated useful life of the asset. Aggregate amortization expense for intangible assets was $1.6 million and $0.7 million for the three months ended June 30, 2021 and 2020, respectively, and $3.1 million and $1.4 million for the six months ended June 30, 2021 and 2020, respectively. For the three and six months ended June 30, 2021 and 2020, respectively, a portion of this amortization is included in cost of revenue. Estimated amortization expense for the next five years is as follows: Estimated Amortization Expense (In thousands) Remaining 2021 $ 1,322 2022 2,274 2023 992 2024 790 2025 369 Thereafter 5,223 Total $ 10,970 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | The following table presents the detail of property and equipment for the periods presented: June 30, December 31, (In thousands) Computer equipment and software $ 114,669 $ 107,666 Internal-use software development costs 103,847 86,454 Finance lease right-of-use assets 8,263 10,045 226,779 204,165 Less: accumulated depreciation (111,132) (98,110) Total $ 115,647 $ 106,055 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | The following table presents the detail of accrued expenses and other current liabilities for the periods presented: June 30, December 31, (In thousands) Professional services and consulting and other vendor fees $ 56,291 $ 38,796 Payroll and other employee related costs 22,901 39,820 Sales commissions 4,377 6,988 Finance lease liability (Note 9) 3,563 3,488 Restructuring (Note 13) 2,172 4,732 Taxes other than income tax 2,147 2,954 Unrecognized tax benefits 2,037 2,039 Other 4,079 1,053 Total $ 97,567 $ 99,870 |
Convertible Senior Notes and Ca
Convertible Senior Notes and Capped Call Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes and Capped Call Transactions | Convertible Senior Notes due 2024 and Capped Calls In March 2019, we issued $230.0 million aggregate principal amount of our 0.750% Convertible Senior Notes due 2024 in a private placement, which amount includes $30.0 million aggregate principal amount of such Notes issued pursuant to the exercise in full by the initial purchasers of their option to purchase additional 2024 Notes. Interest on the Notes is payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2019. The 2024 Notes will mature on March 1, 2024, unless earlier repurchased or redeemed by the Company or converted pursuant to their terms. The total net proceeds from the offering of the 2024 Notes, after deducting debt issuance costs, paid, or payable by the Company, was approximately $221.4 million. Each $1,000 in principal amount of the 2024 Notes is initially convertible into 25.9182 shares of the Company’s common stock par value $0.001, which is equivalent to an initial conversion price of approximately $38.58 per share. The conversion rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, the Company will increase the conversion rate for a holder who elects to convert its 2024 Notes in connection with such a corporate event. The 2024 Notes are not redeemable prior to the maturity date of the 2024 Notes and no sinking fund is provided for the 2024 Notes. If the Company undergoes a fundamental change (as defined in the indenture governing the 2024 Notes) prior to the maturity date, holders may require the Company to repurchase for cash all or any portion of their Notes in principal amounts of $1,000 or a multiple thereof at a fundamental change repurchase price equal to 100% of the principal amount of the 2024 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Holders of the 2024 Notes may convert their 2024 Notes at their option at any time prior to the close of business on the business day immediately preceding November 1, 2023, in multiples of $1,000 principal amount, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2019 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2024 Notes on each applicable trading day as determined by the Company; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the indenture governing the 2024 Notes) per $1,000 principal amount of 2024 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate for the 2024 Notes on each such trading day; or (3) upon the occurrence of specified corporate events. On or after November 1, 2023, holders may convert all or any portion of their 2024 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company’s election. Upon conversion, it is our current intent to settle the principal amount of its outstanding 2024 Notes in cash and any excess over the principal amount in shares of the Company’s common stock. During the three months ended June 30, 2021, the conditions allowing holders of the 2024 Notes to convert were met and, thus, holders of the 2024 Notes maintain the option to convert their 2024 Notes during the quarter ending September 30, 2021. The 2024 Notes are senior unsecured obligations and will rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 2024 Notes; equal in right of payment with the Company’s existing and future liabilities that are not so subordinated; effectively subordinated to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of current or future subsidiaries of the Company. In accounting for the issuance of the 2024 Notes, the Company separated the 2024 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $52.9 million and was determined by deducting the fair value of the liability component from the par value of the 2024 Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount, or the debt discount, is amortized to interest expense at an effective interest rate over the contractual terms of the 2024 Notes. In accounting for the transaction costs related to the 2024 Notes, the Company allocated the total amount incurred of approximately $8.6 million to the liability and equity components of the 2024 Notes based on the proportion of the proceeds allocated to the debt and equity components. Issuance costs attributable to the liability component were approximately $6.6 million, were recorded as an additional debt discount and are amortized to interest expense using the effective interest method over the contractual term of the 2024 Notes. Issuance costs attributable to the equity component were approximately $2.0 million and recorded as a reduction of additional paid in capital in stockholders’ equity. In connection with the offering of the 2024 Notes, the Company entered into privately-negotiated capped call option transactions with certain counterparties (the “2024 capped call”). The 2024 capped calls each have an initial strike price of approximately $38.58 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2024 Notes. The 2024 capped calls have initial cap prices of $57.16 per share, subject to certain adjustment events. The 2024 capped calls cover, subject to anti-dilution adjustments, approximately 5.96 million shares of common stock. The 2024 capped calls are generally intended to reduce or offset the potential dilution to the common stock upon any conversion of the 2024 Notes with such reduction or offset, as the case may be, subject to a cap based on the cap price. The 2024 capped calls expire on March 1, 2024, subject to earlier exercise. The 2024 capped calls are subject to either adjustment or termination upon the occurrence of specified extraordinary events affecting the Company, including a merger event, a tender offer, and a nationalization, insolvency or delisting involving the Company. In addition, the 2024 capped calls are subject to certain specified additional disruption events that may give rise to a termination of the 2024 capped calls, including changes in law, failure to deliver, and hedging disruptions. The 2024 capped calls are recorded in stockholders’ equity and are not accounted for as derivatives. The net cost of $23.2 million incurred to purchase the 2024 capped calls was recorded as a reduction to additional paid-in capital in the accompanying consolidated balance sheet. The remaining term over which the 2024 Notes debt discount and debt issuance costs will be amortized is 2.7 years. The effective interest rate on the debt was 4.05% for the period ended June 30, 2021. Convertible Senior Notes due 2026 and Capped Calls In December 2020, we issued $517.5 million aggregate principal amount of its 0% Convertible Senior Notes due 2026 in a private placement, which amount includes $67.5 million aggregate principal amount of such Notes issued pursuant to the exercise in full by the initial purchasers of their option to purchase additional 2026 Notes. The 2026 Notes will mature on December 15, 2026, unless earlier repurchased or redeemed by the Company or converted pursuant to their terms. The total net proceeds from the offering of the 2026 Notes, after deducting debt issuance costs, paid or payable by the Company, was approximately $505.3 million. Each $1,000 in principal amount of the 2026 Notes is initially convertible into 13.2933 shares of the Company’s common stock par value $0.001, which is equivalent to an initial conversion price of approximately $75.23 per share. The conversion rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid special interest. In addition, following certain corporate events that occur prior to the maturity date, the Company will increase the conversion rate for a holder who elects to convert its 2026 Notes in connection with such a corporate event. The 2026 Notes are not redeemable prior to the maturity date of the 2026 Notes and no sinking fund is provided for the 2026 Notes. If the Company undergoes a fundamental change (as defined in the indenture governing the 2026 Notes) prior to the maturity date, holders may require the Company to repurchase for cash all or any portion of their Notes in principal amounts of $1,000 or a multiple thereof at a fundamental change repurchase price equal to 100% of the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid special interest to, but excluding, the fundamental change repurchase date. Holders of the 2026 Notes may convert their 2026 Notes at their option at any time prior to the close of business on the business day immediately preceding August 15, 2026, in multiples of $1,000 principal amount, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2021 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2026 Notes on each applicable trading day as determined by the Company; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the indenture governing the 2026 Notes) per $1,000 principal amount of 2026 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate for the 2026 Notes on each such trading day; (3) with respect to any Notes that the Company calls for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after August 15, 2026, holders may convert all or any portion of their 2026 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. Upon conversion, it is our current intent to settle the principal amount of its outstanding 2026 Notes in cash and any excess in shares of the Company’s common stock. During the three months ended June 30, 2021, the conditions allowing holders of the 2026 Notes to convert were not met. The 2026 Notes are senior unsecured obligations and will rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 2026 Notes; equal in right of payment with the Company’s existing and future liabilities that are not so subordinated; effectively subordinated to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of current or future subsidiaries of the Company. In accounting for the issuance of the 2026 Notes, we separated the 2026 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $162.5 million and was determined by deducting the fair value of the liability component from the par value of the 2026 Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount, or the debt discount, is amortized to interest expense at an effective interest rate over the contractual term of the 2026 Notes. In accounting for the transaction costs related to the 2026 Notes, we allocated the total amount incurred of approximately $12.2 million to the liability and equity components of the 2026 Notes based on the proportion of the proceeds allocated to the debt and equity components. Issuance costs attributable to the liability component were approximately $8.5 million, were recorded as an additional debt discount and are amortized to interest expense using the effective interest method over the contractual terms of the 2026 Notes. Issuance costs attributable to the equity component were approximately $3.7 million and recorded as a reduction of additional paid in capital in stockholders’ equity. The remaining term over which the 2026 Notes debt discount and debt issuance costs will be amortized is 5.4 years. The effective interest rate on the debt was 6.05% for the period ended June 30, 2021. In connection with the offering of the 2026 Notes, we entered into privately-negotiated capped call option transactions with certain counterparties (the “2026 capped call”). The 2026 capped calls each have an initial strike price of approximately $75.23 per share, subject to certain adjustments, which corresponds to the initial conversion price of the 2026 Notes. The 2026 capped calls have initial cap prices of $105.58 per share, subject to certain adjustment events. The 2026 capped calls cover, subject to anti-dilution adjustments, approximately 6.88 million shares of common stock. The 2026 capped calls are generally intended to reduce or offset the potential dilution to the common stock upon any conversion of the 2026 Notes with such reduction or offset, as the case may be, subject to a cap based on the cap price. The 2026 capped calls expire on December 15, 2026, subject to earlier exercise. The 2026 capped calls are subject to either adjustment or termination upon the occurrence of specified extraordinary events affecting the Company, including a merger event, a tender offer, and a nationalization, insolvency or delisting involving the Company. In addition, the 2026 capped calls are subject to certain specified additional disruption events that may give rise to a termination of the 2026 capped calls, including changes in law, failure to deliver, and hedging disruptions. The 2026 capped calls are recorded in stockholders’ equity and are not accounted for as derivatives. The net cost of $46.1 million incurred to purchase the 2026 capped calls was recorded as a reduction to additional paid-in capital in the accompanying consolidated balance sheet. The net carrying amount of the liability component of the Notes was as follows: June 30, December 31, (In thousands) Principal $ 747,500 $ 747,500 Unamortized discount (179,896) (196,269) Unamortized issuance costs (11,572) (12,799) Net carrying amount $ 556,032 $ 538,432 The net carrying amount of the equity component of the Notes was as follows: June 30, (In thousands) Proceeds allocated to the conversion options (debt discount) $ 215,434 Issuance costs (5,783) Net carrying amount $ 209,651 The following table sets forth the interest expense recognized related to the Notes: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 (In thousands) Contractual interest expense $ 432 $ 431 $ 863 $ 863 Amortization of issuance costs 619 303 1,228 600 Amortization of debt discount 8,256 2,409 16,374 4,776 Total interest expense $ 9,307 $ 3,143 $ 18,465 $ 6,239 Interest expense of $9.3 million and $18.5 million are reflected as a component of interest expense, net in the accompanying condensed consolidated statement of operations for the three and six months ended June 30, 2021, respectively. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | We have operating and finance leases for our corporate offices and other service agreements. Our leases have remaining lease terms of less than one five In connection with the leases, we recognized operating lease right of use assets of $0.3 million and $0.6 million and an aggregate lease liability of $6.0 million and $12.9 million in our condensed consolidated balance sheet as of June 30, 2021 and December 31, 2020, respectively. On July 13, 2020, the Company announced its decision to transition to an employee-centric model under which employees will work remotely rather than in traditional offices. In connection with this decision, the Company abandoned 14 leases in its global portfolio of office leases during 2020. As a result, the Company recognized accelerated amortization to fully reduce the carrying value of the associated right of use assets between the decision date and the cease use date. During the second quarter of 2021, the Company decided to reoccupy some of its leased space to provide its employees with the option of working in an office space environment if they choose to do so. There were no changes to the accounting for the lease liabilities associated with the leased office spaces. During the three months ended June 30, 2021, we had a $3.3 million gain resulting from the settlement of leases. As of June 30, 2021, due to a dispute with one of the leases in Israel, the Company was required to pledge cash as collateral security to be maintained at an Israeli bank. The collateral security would remain in control of the bank, to be available in order to satisfy outstanding obligations under the lease contracts. Accordingly, the Company had cash at an Israeli bank of approximately $1.3 million at June 30, 2021, which is recorded as restricted cash in Prepaid expenses and other current assets in the condensed consolidated balance sheets. We continue to actively assess our global lease portfolio. However, any additional de-recognition of right of use assets and incurrence of various one-time expenses in connection with early termination of additional leases are not expected to be material to our financial condition or results of operations. Supplemental cash flow information related to leases for the periods listed are as follows: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 (In thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 856 $ 2,131 $ 1,243 $ 4,117 Operating cash flows for finance leases 85 — 179 — Financing cash flows for finance leases 869 — 1,728 — The components of lease costs for the quarters ended June 30, 2021 and 2020 are as follows: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 (In thousands) Finance lease cost Amortization of right of use assets $ 900 $ — $ 1,788 $ — Interest 85 — 179 — Operating lease cost 1,624 5,367 3,481 6,764 Total lease cost $ 2,609 $ 5,367 $ 5,448 $ 6,764 June 30, June 30, Weighted Average Remaining Lease Term: Operating leases 3.0 years 3.4 years Finance leases 2.3 years — Weighted Average Discount Rate: Operating leases 7 % 7 % Finance leases 4 % — % Supplemental balance sheet information related to leases was as follows: Classification on the Consolidated Balance Sheet June 30, December 31, (In thousands) Assets Operating right of use assets Operating lease right of use assets $ 307 $ 614 Finance right of use assets Property and equipment, net 8,263 10,045 Liabilities Current liabilities: Operating lease liability Operating lease liability $ 2,711 $ 5,718 Finance lease liability Accrued expenses and other current liabilities 3,563 3,488 Non-current liabilities: Operating lease liability Operating lease liability, net of current portion 3,250 7,180 Finance lease liability Other liabilities 4,307 6,176 Future minimum lease payments under non-cancellable operating and finance leases (with an initial or remaining lease terms in excess of one year) are as follows: June 30, 2021 Operating Finance (In thousands) 2021 (remaining six months for June 30, 2021) $ 1,740 $ 1,907 2022 2,619 3,813 2023 884 2,500 2024 534 — 2025 639 — Thereafter 266 — Total minimum lease payments 6,682 8,220 Less: present value adjustment (721) (350) Present value of lease liabilities $ 5,961 $ 7,870 The timing and amounts of future minimum lease payments under non-cancellable operating leases in the above table may be subject to change as a result of the restructuring. For more information, see Note 13 – Restructuring. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | We measure our cash equivalents at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: • Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Inputs reflect: quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. Financial Assets and Liabilities The carrying amount of cash, accounts receivable, and accounts payable approximate their fair value due to their short-term nature. Our assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy as of June 30, 2021 and December 31, 2020, are summarized as follows: June 30, 2021 Level 1 Level 2 Level 3 Total (In thousands) Assets: Cash equivalents: Money market funds $ 518,236 $ — $ — $ 518,236 Total assets $ 518,236 $ — $ — $ 518,236 Liabilities: Contingent earn-out $ — $ — $ — $ — Total liabilities $ — $ — $ — $ — December 31, 2020 Level 1 Level 2 Level 3 Total (In thousands) Assets: Cash equivalents: Money market funds $ 328,195 $ — $ — $ — Total assets $ 328,195 $ — $ — $ — Liabilities: Contingent earn-out $ — $ — $ — $ — Total liabilities $ — $ — $ — $ — In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. Observable or market inputs reflect market data obtained from independent sources, while unobservable inputs reflect our assumptions based on the best information available. Our money market funds are measured at fair value on a recurring basis based on quoted market prices in active markets and are classified as level 1 within the fair value hierarchy. Our contingent earn-out liability is measured at fair value on a recurring basis and is classified as level 3 within the fair value hierarchy. On a nonrecurring basis, we use fair value measures when analyzing asset impairment. Long-lived tangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined such indicators are present and the review indicates that the assets will not be fully recoverable, based on undiscounted estimated cash flows over the remaining amortization periods, their carrying values are reduced to estimated fair value. We use an income approach and inputs that constitute level 3. As of June 30, 2021, the fair value of the Notes, as further described in Note 8 – Convertible Senior Notes and Capped Call Transactions above, was approximately $597.8 million. Management determines the fair value by utilizing an independent valuation specialist using the antithetic variable technique which is considered a level 2 fair value measurement. We recorded a contingent earn-out of $2.4 million in December 2018 in connection with the acquisitions of Conversable, Inc. and AdvantageTec. The contingent earn-out is based on achieving certain targeted financial, strategic, and integration objectives. The unobservable inputs considered are probability factors and the time value of money. During the year ended December 31, 2020, the contingent earn-out decreased by $0.6 million due to a decrease in re-measurement to fair value of AdvantageTec, of approximately $0.3 million and payments of approximately $0.3 million in shares. During the six months ended June 30, 2021, the contingent earn-out increased by $0.1 million and then subsequently paid out in shares during the second quarter. The changes in fair value of the level 3 liabilities are as follows: June 30, December 31, (In thousands) Balance, beginning of period $ — $ 557 AdvantageTec Inc. fair value adjustment 132 (263) Payments (132) (294) Balance, end of period $ — $ — |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Employee Benefit Plans The Company’s 401(k) policy is a Safe Harbor Plan, whereby the Company matches 100% of the first 3% of eligible compensation and 50% of the next 2% of eligible compensation. Furthermore, the match is immediately vested. Salaries and related expenses include $0.9 million and $0.8 million of employer matching contributions for the three months ended June 30, 2021 and 2020, respectively, and $1.8 million and $1.7 million for the six months ended June 30, 2021 and 2020. Letters of Credit As of June 30, 2021, we had a letter of credit totaling $0.6 million as a security deposit for the due performance by the Company of the terms and conditions of a supply contract. Sales Tax Liabilities We are in the process of finalizing our sales tax liability analysis for states in which we have economic nexus. During the first quarter of 2020, we determined it was probable we would be subject to sales tax liabilities plus applicable interest in these states and have estimated the potential exposure to range between $2.5 million to $6.3 million. We determined that our best estimate of what would be reasonably expected for us to settle the potential exposure was $2.5 million and accordingly, we accrued this amount with a corresponding charge to earnings as of March 31, 2020. As of June 30, 2021, there is a $2.0 million accrual balance for sales tax liabilities. COVID-19 Pandemic In December 2019, a novel coronavirus disease (“COVID-19”) was first reported. On March 11, 2020, due to worldwide spread of the virus, the World Health Organization characterized COVID-19 as a pandemic. The COVID-19 global pandemic has resulted in a widespread health crisis, and the resulting impact on governments, businesses, and individuals and actions taken by them in response to the situation have resulted in widespread economic disruptions, significantly affecting broader economies, financial markets, and overall demand for the Company’s products. The COVID-19 outbreak also has caused increased uncertainty in estimates and assumptions affecting the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities in the Company’s condensed consolidated financial statements as the extent and period of recovery from the COVID-19 outbreak and related economic disruption is difficult to forecast. The extent to which COVID-19 impacts the Company’s business and financial results will depend on numerous evolving factors including, but not limited to, the magnitude and duration of COVID-19, the extent to which it will impact worldwide macroeconomic conditions, the speed of the anticipated recovery, and governmental and business reactions to the pandemic. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19. The accounting matters assessed included, but were not limited to, the Company’s allowance for credit losses and the carrying value of the goodwill and other long-lived assets. While there was not any significant impact to the operations of the Company, during the twelve months ended December 31, 2020, the Company moved to an employee-centric model under which employees will work remotely rather than in traditional offices due to concerns about COVID-19. As a result of this decision, the Company recognized accelerated amortization to fully reduce the carrying value of the associated right of use assets for 14 leases within its global lease portfolio, which is a material impact to the Company’s consolidated financial statements as of and for the twelve months ended December 31, 2020. During the second quarter of 2021, the Company decided to reoccupy some of its leased space to provide its employees with the option of working in an office space environment if they choose to do so. Refer to Note 9 – Leases for a detailed discussion of the impacts of this lease restructuring. The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in other material impacts to the Company’s consolidated financial statements in future reporting periods. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stockholders' Equity | Common Stock As of June 30, 2021, there were 200,000,000 shares of common stock authorized, 72,017,145 shares issued, and 69,307,315 shares outstanding. As of December 31, 2020, there were 200,000,000 shares of common stock authorized, 70,264,265 shares issued and 67,554,435 shares outstanding. The par value for shares of common stock is $0.001 per share. Preferred Stock As of June 30, 2021 and December 31, 2020, there were 5,000,000 shares of preferred stock authorized, and no shares were issued or outstanding. The par value for shares of preferred stock is $0.001 per share. Stock-Based Compensation Stock Option Plans The Company’s 2019 Stock Incentive Plan, as amended and restated (the “2019 Plan”), became effective on April 11, 2019. The 2019 Plan allows the Company to grant incentive stock options and restricted stock units to its employees and directors to participate in the Company’s future performance through stock-based awards at the discretion of the board of directors. On April 19, 2021, the Company’s board of directors amended the plan and authorized 5,000,000 new shares for issuance. The number of shares authorized for issuance is 40,067,744 shares in the aggregate. Options to acquire common stock granted thereunder have ten Employee Stock Purchase Plan There are 2,000,000 shares authorized and reserved for issuance under the 2019 Employee Stock Purchase Plan. As of June 30, 2021, approximately 0.8 million shares of common stock remain available for issuance under the 2019 Employee Stock Purchase Plan (taking into account all share purchases through June 30, 2021). Inducement Plan There are 3,368,048 shares of common stock authorized and reserved for issuance under the Inducement Plan. As of June 30, 2021, approximately 1.2 million shares of common stock remained available for issuance under the Inducement Plan (taking into account all option exercises and other equity award settlements through June 30, 2021). Stock Option Activity A summary of the Company’s stock option activity and weighted average exercise prices follows: Stock Option Activity Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Options Weighted Balances outstanding at December 31, 2020 4,332 $ 19.78 6.79 $ 183,825 Granted 472 Exercised (461) Cancelled or expired (88) Balances outstanding at June 30, 2021 4,255 24.21 6.85 166,339 Options vested and expected to vest 1,187 32.09 8.25 37,185 Options exercisable at June 30, 2021 2,448 $ 16.58 5.66 $ 114,235 The total fair value of stock options exercised during the six months ended June 30, 2021 was approximately $3.0 million. As of June 30, 2021, there was approximately $24.4 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements. That cost is expected to be recognized over a weighted average period of approximately 2.9 years. Restricted Stock Unit Activity A summary of the Company’s restricted stock unit (“RSU”) activity and weighted average exercise prices follows: Restricted Stock Unit Activity Number of Shares Weighted Average Aggregate Fair Value Balances outstanding at December 31, 2020 2,950 $ 27.00 $ 183,781 Awarded 1,565 Vested (1,244) Forfeited (250) Non-vested and outstanding at June 30, 2021 3,021 $ 38.46 $ 191,205 Expected to vest 1,841 $ 36.30 $ 116,404 RSUs granted to employees generally vest over a three four $106.2 million and the weighted-average remaining vesting period was 3.2 years. For the three months ended June 30, 2021 and 2020, the Company accrued approximately $5.1 million and $7.9 million in cash rewards, respectively, and for the six months ended June 30, 2021 and 2020, the Company accrued approximately $10.4 million and $11.6 million in cash awards, respectively, to be settled in shares of the Company’s stock and recorded a corresponding expense, which is included as a component of stock-based compensation expense in the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2021 and 2020, respectively. Stock-based compensation expense recognized in the Company’s condensed consolidated statements of operations and cash flows was $15.1 million and $15.9 million for the three months ended June 30, 2021 and 2020, respectively, and $29.7 million and $30.6 million for the six months ended June 30, 2021 and 2020, respectively. The per share weighted average fair value of stock options granted was $24.76 and $12.36 during the three months ended June 30, 2021 and 2020, respectively. The per share weighted average fair value of stock options granted was $25.71 and $12.25 during the six months ended June 30, 2021 and 2020, respectively. The fair value of each option grant is estimated on the date of grant, adjusted for estimated forfeitures, using the Black-Scholes option-pricing model with the following weighted average assumptions: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Dividend yield 0.00% 0.00% 0.00% 0.00% Risk-free interest rate 0.77% -0.84% 0.31% - 0.32% 0.46% - 0.84% 0.31% - 0.66% Expected life (in years) 5 5 5 5 Historical volatility 54.31% - 54.55% 51.91% - 51.94% 53.94% - 54.55% 46.50% - 51.94% A description of the methods used in the significant assumptions used to estimate the fair value of stock-based compensation awards follows: • Dividend yield – The Company uses 0% as it has never issued dividends and does not anticipate issuing dividends in the near term. • Risk-free interest rate – The Company uses the market yield on U.S. Treasury securities at five years with constant maturity, representing the current expected life of stock options in years. • Expected life – The Company uses historical data to estimate the expected life of a stock option. • Historical volatility – The Company uses a trailing five |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | In response to the COVID-19 pandemic, the Company went through a re-evaluation of its real estate needs. In connection with this re-evaluation, and the success the Company has had working remotely, it was decided in July 2020 that the Company would significantly reduce the real estate space it leases. This decision resulted in the significant reduction of the real estate space the Company leases and the removal of the associated right of use assets. Furthermore, this resulted in various one-time expenses in connection with the abandonment of the majority of the Company’s leased facilities. The lease restructuring costs noted below are a result of this transition to an employee-centric model. On top of the lease restructuring costs, the Company went through a further restructuring related to costs associated with re-prioritizing and reallocating resources to focus on areas believed by management to show high growth potential. The expenses associated with these restructuring events were approximately $0.5 million during the three months ended June 30, 2021 and $3.2 million during each of the six month periods ended June 30, 2021 and 2020. There were no expenses associated with this restructuring during the three months ended June 30, 2020. The Company expects to incur additional restructuring costs through December 31, 2021. The restructuring liability was approximately $2.2 million and $4.7 million as of June 30, 2021 and December 31, 2020, respectively. It is classified as accrued expenses and other current liabilities on the condensed consolidated balance sheets, as the liability is expected to be settled in the next 12 months. The following table presents the detail of the liability for the Company’s restructuring charges for the periods presented: June 30, December 31, (In thousands) Balance, beginning of the year $ 4,732 $ 314 Lease restructuring costs 550 5,034 Severance and other compensation associated costs 2,675 5,090 Cash payments (5,785) (5,706) Balance, end of period $ 2,172 $ 4,732 The following table presents the detail of expenses for the Company’s restructuring charges for the periods presented: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 (In thousands) Lease restructuring costs: Right of use assets write down $ — $ — $ — $ — Abandonment of property and equipment — — — — Other lease restructuring costs 256 — 550 — Total lease restructuring costs $ 256 $ — $ 550 $ — Severance and other compensation associated costs $ 237 $ — $ 2,675 $ 3,193 Total restructuring costs $ 493 $ — $ 3,225 $ 3,193 |
Legal Matters
Legal Matters | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Matters | The Company previously filed an intellectual property suit against [24]7 Customer, Inc. (“[24]7”) in the Southern District of New York on March 6, 2014 seeking damages on the grounds that [24]7 reverse engineered and misappropriated the Company’s technology to develop competing products and misused the Company’s business information. On June 22, 2015, [24]7 filed suit against the Company in the Northern District of California alleging patent infringement. On December 7, 2015, [24]7 filed a second patent infringement suit against the Company, also in the Northern District of California. On March 16, 2017, the New York case was voluntarily transferred and consolidated with the two California cases in the Northern District of California for all pre-trial purposes. Rulings by both the Court and the United States Patent Office in the Company’s favor have invalidated the majority of [24]7 patents that were asserted in the patent cases. The Company believes the remaining claims filed by [24]7 are entirely without merit and intends to defend them vigorously. Trial for the Company’s intellectual property and other claims asserted against [24]7 related to three of the customers at issue occurred on May 24, 2021 and the jury awarded approximately $30.3 million in favor of the Company, including approximately $6.7 million in compensatory damages and approximately $23.6 million in punitive damages. The Company cannot predict with certainty whether [24]7 will pursue challenges to this award on procedural grounds. Accordingly, no amounts for the settlement have been reflected in the Company’s financial statements. Trial for [24]7’s patent infringement claims has been vacated, to be reset by the Court. The Company routinely assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a liability, and records its best estimate of the ultimate loss in situations where the Company assesses the likelihood of loss as probable. From time to time, the Company is involved in or subject to legal, administrative and regulatory proceedings, claims, demands, and investigations arising in the ordinary course of business, including direct claims brought by or against the Company with respect to intellectual property, contracts, employment and other matters, as well as claims brought against the Company’s customers for whom the Company has a contractual indemnification obligation. The Company accrues for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. In addition, in the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosure related to such matter as appropriate and in compliance with ASC 450. The accruals or estimates, if any, resulting from the foregoing analysis, are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter. To the extent there is a reasonable possibility that the losses could exceed the amounts already accrued, the Company will, as applicable, adjust the accrual in the period the determination is made, disclose an estimate of the additional loss or range of loss, indicate that the estimate is immaterial with respect to its financial statements as a whole or, if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made. From time to time, third parties assert claims against the Company regarding intellectual property rights, privacy issues, and other matters arising in the ordinary course of business. Although the Company cannot be certain of the outcome of any litigation or the disposition of any claims, nor the amount of damages and exposure, if any, that the Company could incur, the |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are expected to become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company includes interest accrued on the underpayment of income taxes in interest expense and penalties, if any, related to unrecognized tax benefits in general and administrative expenses. The Company recorded a valuation allowance against its U.S. deferred tax asset as it considered its cumulative loss in recent years as a significant piece of negative evidence. Since valuation allowances are evaluated on a jurisdiction by jurisdiction basis, the Company believes that the deferred tax assets related to LivePerson Australia, LivePerson UK, Kasamba Israel, LivePerson Japan and LivePerson Ltd. Israel are more likely than not to be realized as these jurisdictions have positive cumulative pre-tax book income after adjusting for permanent and one-time items. During the year ended December 31, 2020, there was an increase in the valuation recorded of $6.9 million. For the three months ended June 30, 2021, the Company recorded a tax provision of $0.6 million. This amount consists of a tax provision for the period of $0.9 million on operating earnings for the period offset by a tax benefit of $0.3 million related to stock compensation deductions for LivePerson UK. For the six months ended June 30, 2021, the Company recorded a tax benefit of $0.3 million. This amount consists of a tax provision of $1.5 million on operating earnings offset by a tax benefit of $1.5 million for the release of a reserve of uncertain tax benefits recorded against deferred tax assets related to Israeli stock compensation deductions and a benefit of $0.3 million for excess tax benefits from stock compensation. A statutory rate change in the United Kingdom was enacted during the three months ended June 30, 2021. Effective April 1, 2023, the tax rate will increase from 19% to 25%. During the period, the Company assessed the impact of the rate change and concluded that it is immaterial to its deferred taxes. The Company had a valuation allowance on certain deferred tax assets for the year ended December 31, 2020 of $55.4 million. Inherent in the Company’s 2021 annual effective tax rate is an estimated increase in the valuation allowance of $33.6 million, all of which will be recorded as an expense. During 2020, an increase in the valuation allowance in the amount of $35.1 million was recorded as an expense and a decrease of $28.2 million related to convertible notes was charged to equity. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law making several changes to the Internal Revenue Code. The changes include, but are not limited to: increasing the limitation on the amount of deductible interest expense, allowing companies to carryback certain net operating losses, and increasing the amount of net operating loss carryforwards that corporations can use to offset taxable income. As a result of the CARES Act, the Company filed refund claims relating to prior years totaling $0.6 million. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | On July 15, 2021, we closed on an acquisition of e-bot7, a Conversational AI company operating in Germany. This acquisition will allow us to scale our presence in Europe with the potential of scaling their Small business and Mid-Market platform globally. e-bot7 has approximately 100 employees with about 40 employees in research and development (“R&D”). The purchase price consisted of cash, stock and a contingent component and the acquisition of e-bot7 is deemed to be immaterial to Liveperson’s consolidated financial statements.The transaction will be accounted for under the purchase method of accounting and, accordingly, the operating results of e-bot7 will be included in the Company’s consolidated results of operations from the date of acquisition. |
Description of Business and B_2
Description of Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements as of June 30, 2021 and for the three and six months ended June 30, 2021 and 2020 are unaudited. In the opinion of management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the consolidated financial position of LivePerson as of June 30, 2021, and the consolidated results of operations, comprehensive loss, and cash flows for the interim periods ended June 30, 2021 and 2020. The financial data and other information disclosed in these notes to the condensed consolidated financial statements related to these periods are unaudited. The results of operations for any interim period are not necessarily indicative of the results of operations for any other future interim period or for a full fiscal year. The condensed consolidated balance sheet as of December 31, 2020 has been derived from audited consolidated financial statements at that date. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2021. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from management’s estimates. Many of the Company’s estimates require increased judgment due to the significant volatility, uncertainty and economic disruption of the COVID-19 pandemic. We continue to monitor the effects of the COVID-19 pandemic, and our estimates and judgments may change materially as new events occur or additional information becomes available. |
Foreign Currency Transactions and Translations Policy | Foreign Currency Translation The Company’s operations are conducted in various countries around the world and the financial statements of its foreign subsidiaries are reported in the applicable foreign currencies (functional currencies). Financial information is translated from the applicable functional currency to the U.S. dollar (the reporting currency) for inclusion in the Company’s consolidated financial statements. Income, expenses, and cash flows are translated at weighted average exchange rates prevailing during the fiscal period, and assets and liabilities are translated at fiscal period-end exchange rates. Resulting translation adjustments are included as a component of Accumulated other comprehensive income (loss) in stockholders’ equity. Foreign exchange transaction gain or losses are included in Other income (expense), net in the accompanying consolidated statements of operations. |
Recently Issued Accounting Standards and Recently Adopted Accounting Pronouncements | Recently Issued Accounting Standards Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 which simplifies the accounting for convertible instruments by eliminating existing accounting models that require separation of a cash conversion or beneficial conversion feature from the host contract. Accordingly, a convertible debt instrument will be accounted as a single liability measured at its amortized cost and a convertible preferred stock will be accounted as a single equity instrument measured at its historical cost, as long as no other embedded features require bifurcation as derivatives and the convertible debt was not issued at a substantial premium. The ASU also simplifies the derivative scope exception for accounting for contracts in an entity’s own equity by: • removing certain conditions required to meet the settlement criterion • clarifying that instruments that are not indexed to the issuer’s own stock must be remeasured at fair value through earnings at each reporting period • clarifying the scope of reassessment guidance and disclosure requirements in Subtopic 815-40. The ASU also makes targeted improvements to the disclosure requirements for convertible instruments and earnings-per-share guidance. For SEC filers, excluding smaller reporting companies, the ASU is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The ASU specifies that the guidance should be adopted as of the beginning of the annual fiscal year. We are assessing what impact ASU 2020-06 will have on our condensed consolidated financial statements. Recently Adopted Accounting Pronouncements Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. In December 2019, the FASB issued ASU 2019-12, which is intended to simplify the accounting for income taxes by removing certain exceptions and by updating accounting requirements around franchise taxes, goodwill recognized for tax purposes, the allocation of current and deferred tax expenses among legal entities, among other minor changes. The ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. We adopted ASU 2019-12 in the first quarter of 2021 and determined that the ASU had no material impact on our condensed consolidated financial statements. |
Revenue from Contract with Cust
Revenue from Contract with Customer (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | The majority of our revenue is generated from monthly service revenues, which is inclusive of our platform usage pricing model, and related professional services from the sale of our services. Revenues are recognized when control of these services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. No single customer accounted for 10% or more of our total revenue for the six months ended June 30, 2021. Remaining Performance Obligation As of June 30, 2021, the aggregate amount of the total transaction price allocated in contracts with original duration of greater than one year to the remaining performance obligations was $345.8 million. Approximately 92% of our remaining performance obligations is expected to be recognized during the next 24 months, with the balance recognized thereafter. The aggregate balance of unsatisfied performance obligations represents contracted revenue that has not yet been recognized, and does not include contract amounts that are cancellable by the customer, amounts associated with optional renewal periods, and any amounts related to performance obligations, which are billed and recognized as they are delivered. Deferred Revenues We record deferred revenues when cash payments are received or due in advance of our performance. The increase in the deferred revenue balance as of June 30, 2021 is primarily driven by cash payments received or due in advance of our performance obligations, partially offset by $81.9 million of revenues recognized that were included in the deferred revenue balance as of December 31, 2020. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Deferred Revenues and Contract Balances | The following table presents deferred revenue by revenue source: Deferred Revenue June 30, December 31, (In thousands) Hosted services – Business $ 105,239 $ 86,144 Hosted services – Consumer 889 835 Professional services – Business 1,543 1,869 Total deferred revenue - short term $ 107,671 $ 88,848 Professional services – Business 489 409 Total deferred revenue - long term $ 489 $ 409 |
Schedule of Disaggregation of Revenue | The following table presents the Company’s revenues disaggregated by revenue source: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 (In thousands) Revenue: Hosted services – Business $ 95,092 $ 72,382 $ 178,732 $ 133,435 Hosted services – Consumer 9,810 7,587 18,821 13,826 Professional services – Business 14,703 11,634 29,943 22,430 Total revenue $ 119,605 $ 91,603 $ 227,496 $ 169,691 |
Schedule of Revenue by Geographic Region | The following table presents the Company’s revenues attributable to domestic and foreign operations for the periods presented: Three Months Ended June 30, Six Months Ended June 30, June 30, 2021 2020 2021 2020 (In thousands) United States $ 80,924 $ 59,559 $ 149,706 $ 108,109 Other Americas (1) 3,995 3,048 7,908 5,068 Total Americas 84,919 62,607 157,614 113,177 EMEA (2) (4) 22,933 19,692 44,693 39,182 APAC (3) 11,753 9,304 25,189 17,332 Total revenue $ 119,605 $ 91,603 $ 227,496 $ 169,691 — ————————————— (1) Canada, Latin America and South America (2) Europe, the Middle East and Africa (“EMEA”) (3) Asia-Pacific (“APAC”) (4) Includes revenues from the United Kingdom of $14.8 million and $12.5 million for the three months ended June 30, 2021 and 2020, respectively, and from the Netherlands of $1.2 million and $0.6 million for the three months ended June 30, 2021 and 2020, respectively. Includes revenues from the United Kingdom of $28.1 million and $25.1 million for the six months ended June 30, 2021 and 2020, respectively, and from the Netherlands of $2.5 million and $1.9 million for the six months ended |
Schedule Of Receivables, Contract Acquisition Costs, And Deferred Revenue | The opening and closing balances of our accounts receivable, unbilled receivables, contract acquisition costs, and deferred revenues are as follows: Accounts Receivable Unbilled Receivable Contract Acquisition Deferred Revenue (Current) Deferred Revenue (In thousands) Opening balance as of December 31, 2020 $ 61,801 $ 18,622 $ 41,021 $ 88,848 $ 409 (Decrease) increase, net (2,936) 12,320 2,441 18,823 80 Ending balance as of June 30, 2021 $ 58,865 $ 30,942 $ 43,462 $ 107,671 $ 489 |
Schedule of Allowance for Uncollectible Accounts | Accounts receivable are written off against the allowance for uncollectible accounts when we determine amounts are no longer collectible. Allowance for Doubtful Accounts (In thousands) Balance as of December 31, 2020 $ 5,344 Additions charged to costs and expenses 1,599 Deductions/write-offs (1,106) Balance as of June 30, 2021 $ 5,837 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Reconciliation of Shares Used in Calculating Basic and Diluted Earnings Per Share | A reconciliation of shares used in calculating basic and diluted net loss per share follows: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Net loss (in thousands) $ (21,119) $ (18,627) $ (42,314) $ (55,628) Weighted average number of shares outstanding, basic and diluted 69,057,129 65,650,782 68,482,653 65,023,302 Net loss per share, basic and diluted $ (0.31) $ (0.28) $ (0.62) $ (0.86) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The anti-dilutive securities excluded from the shares used to calculate diluted net loss per share are as follows: As of June 30, 2021 2020 Shares subject to outstanding common stock options and employee stock purchase plan 4,252,817 5,481,824 Restricted stock units 3,023,476 3,349,966 7,276,293 8,831,790 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Summary of Financial Information by Segment | Summarized financial information by segment for the three months ended June 30, 2021, based on our internal financial reporting system utilized by our chief operating decision maker, follows: Business Consumer Corporate Consolidated (In thousands) Revenue: Hosted services – Business $ 95,092 $ — $ — $ 95,092 Hosted services – Consumer — 9,810 — 9,810 Professional services – Business 14,703 — — 14,703 Total revenue 109,795 9,810 — 119,605 Cost of revenue 38,265 1,798 — 40,063 Sales and marketing 31,915 6,707 — 38,622 Amortization of purchased intangibles 374 — — 374 Unallocated corporate expenses — — 54,124 54,124 Operating income (loss) $ 39,241 $ 1,305 $ (54,124) $ (13,578) Summarized financial information by segment for the three months ended June 30, 2020, based on our internal financial reporting system utilized by our chief operating decision maker, follows: Business Consumer Corporate Consolidated (In thousands) Revenue: Hosted services – Business $ 72,382 $ — $ — $ 72,382 Hosted services – Consumer — 7,587 — 7,587 Professional services – Business 11,634 — — 11,634 Total revenue 84,016 7,587 — 91,603 Cost of revenue 26,085 1,622 — 27,707 Sales and marketing 28,926 5,692 — 34,618 Amortization of purchased intangibles 404 — — 404 Unallocated corporate expenses — — 43,320 43,320 Operating income (loss) $ 28,601 $ 274 $ (43,320) $ (14,446) Summarized financial information by segment for the six months ended June 30, 2021, based on our internal financial reporting system utilized by our chief operating decision maker, follows: Business Consumer Corporate Consolidated (In thousands) Revenue: Hosted services – Business $ 178,732 $ — $ — $ 178,732 Hosted services – Consumer — 18,821 — 18,821 Professional services – Business 29,943 — — 29,943 Total revenue 208,675 18,821 — 227,496 Cost of revenue 69,875 3,707 — 73,582 Sales and marketing 62,118 13,457 — 75,575 Amortization of purchased intangibles 749 — — 749 Unallocated corporate expenses — — 104,797 104,797 Operating income (loss) $ 75,933 $ 1,657 $ (104,797) $ (27,207) Summarized financial information by segment for the six months ended June 30, 2020, based on our internal financial reporting system utilized by our chief operating decision maker, follows: Business Consumer Corporate Consolidated (In thousands) Revenue: Hosted services – Business $ 133,435 $ — $ — $ 133,435 Hosted services – Consumer — 13,826 — 13,826 Professional services – Business 22,430 — — 22,430 Total revenue 155,865 13,826 — 169,691 Cost of revenue 47,430 3,096 — 50,526 Sales and marketing 66,395 10,903 — 77,298 Amortization of purchased intangibles 809 — — 809 Unallocated corporate expenses — — 88,696 88,696 Operating income (loss) $ 41,231 $ (173) $ (88,696) $ (47,638) |
Schedule of Long-Lived Assets by Geographic Region | The following table presents our long-lived assets by geographic region as of the dates presented: June 30, December 31, 2021 2020 (In thousands) United States $ 213,276 $ 202,275 Israel 19,162 16,657 Australia 13,058 13,792 Netherlands 7,854 8,301 Other (1) 16,918 16,596 Total long-lived assets $ 270,268 $ 257,621 —————————————— (1) United Kingdom, Germany, Japan, France, and Italy |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the six months ended June 30, 2021 are as follows: Business Consumer Consolidated (In thousands) Balance as of December 31, 2020 $ 87,168 $ 8,024 $ 95,192 Adjustments to goodwill: Foreign exchange adjustment (76) — (76) Balance as of June 30, 2021 $ 87,092 $ 8,024 $ 95,116 |
Summary of Intangible Assets | Intangible assets are summarized as follows: As of June 30, 2021 Gross Accumulated Net Carrying Amount Weighted (In thousands) Amortizing intangible assets: Technology $ 30,463 $ (27,585) $ 2,878 5.3 years Customer relationships 16,976 (14,397) 2,579 8.4 years Patents 6,452 (1,018) 5,434 12.7 years Other 314 (235) 79 2.2 years Total $ 54,205 $ (43,235) $ 10,970 As of December 31, 2020 Gross Accumulated Net Carrying Amount Weighted (In thousands) Amortizing intangible assets: Technology $ 30,499 $ (26,818) $ 3,681 5.4 years Customer relationships 16,981 (13,982) 2,999 8.4 years Patents 5,076 (908) 4,168 12.5 years Other 314 (235) 79 2.2 years Total $ 52,870 $ (41,943) $ 10,927 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated amortization expense for the next five years is as follows: Estimated Amortization Expense (In thousands) Remaining 2021 $ 1,322 2022 2,274 2023 992 2024 790 2025 369 Thereafter 5,223 Total $ 10,970 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | The following table presents the detail of property and equipment for the periods presented: June 30, December 31, (In thousands) Computer equipment and software $ 114,669 $ 107,666 Internal-use software development costs 103,847 86,454 Finance lease right-of-use assets 8,263 10,045 226,779 204,165 Less: accumulated depreciation (111,132) (98,110) Total $ 115,647 $ 106,055 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | The following table presents the detail of accrued expenses and other current liabilities for the periods presented: June 30, December 31, (In thousands) Professional services and consulting and other vendor fees $ 56,291 $ 38,796 Payroll and other employee related costs 22,901 39,820 Sales commissions 4,377 6,988 Finance lease liability (Note 9) 3,563 3,488 Restructuring (Note 13) 2,172 4,732 Taxes other than income tax 2,147 2,954 Unrecognized tax benefits 2,037 2,039 Other 4,079 1,053 Total $ 97,567 $ 99,870 |
Convertible Senior Notes and _2
Convertible Senior Notes and Capped Call Transactions (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Carrying Amount of Liability Component of Convertible Debt | The net carrying amount of the liability component of the Notes was as follows: June 30, December 31, (In thousands) Principal $ 747,500 $ 747,500 Unamortized discount (179,896) (196,269) Unamortized issuance costs (11,572) (12,799) Net carrying amount $ 556,032 $ 538,432 |
Schedule of Carrying Amount of Equity Component of Convertible Debt | The net carrying amount of the equity component of the Notes was as follows: June 30, (In thousands) Proceeds allocated to the conversion options (debt discount) $ 215,434 Issuance costs (5,783) Net carrying amount $ 209,651 |
Schedule of Interest Expense Incurred | The following table sets forth the interest expense recognized related to the Notes: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 (In thousands) Contractual interest expense $ 432 $ 431 $ 863 $ 863 Amortization of issuance costs 619 303 1,228 600 Amortization of debt discount 8,256 2,409 16,374 4,776 Total interest expense $ 9,307 $ 3,143 $ 18,465 $ 6,239 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Supplemental cash flow information related to leases | Supplemental cash flow information related to leases for the periods listed are as follows: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 (In thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 856 $ 2,131 $ 1,243 $ 4,117 Operating cash flows for finance leases 85 — 179 — Financing cash flows for finance leases 869 — 1,728 — |
Schedule of components of lease costs | The components of lease costs for the quarters ended June 30, 2021 and 2020 are as follows: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 (In thousands) Finance lease cost Amortization of right of use assets $ 900 $ — $ 1,788 $ — Interest 85 — 179 — Operating lease cost 1,624 5,367 3,481 6,764 Total lease cost $ 2,609 $ 5,367 $ 5,448 $ 6,764 June 30, June 30, Weighted Average Remaining Lease Term: Operating leases 3.0 years 3.4 years Finance leases 2.3 years — Weighted Average Discount Rate: Operating leases 7 % 7 % Finance leases 4 % — % |
Supplemental balance sheet information related to leases | Supplemental balance sheet information related to leases was as follows: Classification on the Consolidated Balance Sheet June 30, December 31, (In thousands) Assets Operating right of use assets Operating lease right of use assets $ 307 $ 614 Finance right of use assets Property and equipment, net 8,263 10,045 Liabilities Current liabilities: Operating lease liability Operating lease liability $ 2,711 $ 5,718 Finance lease liability Accrued expenses and other current liabilities 3,563 3,488 Non-current liabilities: Operating lease liability Operating lease liability, net of current portion 3,250 7,180 Finance lease liability Other liabilities 4,307 6,176 |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under non-cancellable operating and finance leases (with an initial or remaining lease terms in excess of one year) are as follows: June 30, 2021 Operating Finance (In thousands) 2021 (remaining six months for June 30, 2021) $ 1,740 $ 1,907 2022 2,619 3,813 2023 884 2,500 2024 534 — 2025 639 — Thereafter 266 — Total minimum lease payments 6,682 8,220 Less: present value adjustment (721) (350) Present value of lease liabilities $ 5,961 $ 7,870 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value | Our assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy as of June 30, 2021 and December 31, 2020, are summarized as follows: June 30, 2021 Level 1 Level 2 Level 3 Total (In thousands) Assets: Cash equivalents: Money market funds $ 518,236 $ — $ — $ 518,236 Total assets $ 518,236 $ — $ — $ 518,236 Liabilities: Contingent earn-out $ — $ — $ — $ — Total liabilities $ — $ — $ — $ — December 31, 2020 Level 1 Level 2 Level 3 Total (In thousands) Assets: Cash equivalents: Money market funds $ 328,195 $ — $ — $ — Total assets $ 328,195 $ — $ — $ — Liabilities: Contingent earn-out $ — $ — $ — $ — Total liabilities $ — $ — $ — $ — |
Schedule of Changes in Fair Value of Level 3 Liabilities | The changes in fair value of the level 3 liabilities are as follows: June 30, December 31, (In thousands) Balance, beginning of period $ — $ 557 AdvantageTec Inc. fair value adjustment 132 (263) Payments (132) (294) Balance, end of period $ — $ — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity and Weighted Average Exercise Prices | A summary of the Company’s stock option activity and weighted average exercise prices follows: Stock Option Activity Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Options Weighted Balances outstanding at December 31, 2020 4,332 $ 19.78 6.79 $ 183,825 Granted 472 Exercised (461) Cancelled or expired (88) Balances outstanding at June 30, 2021 4,255 24.21 6.85 166,339 Options vested and expected to vest 1,187 32.09 8.25 37,185 Options exercisable at June 30, 2021 2,448 $ 16.58 5.66 $ 114,235 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of the Company’s restricted stock unit (“RSU”) activity and weighted average exercise prices follows: Restricted Stock Unit Activity Number of Shares Weighted Average Aggregate Fair Value Balances outstanding at December 31, 2020 2,950 $ 27.00 $ 183,781 Awarded 1,565 Vested (1,244) Forfeited (250) Non-vested and outstanding at June 30, 2021 3,021 $ 38.46 $ 191,205 Expected to vest 1,841 $ 36.30 $ 116,404 |
Weighted Average Assumptions of Fair Value Options Using Black-Scholes Option-Pricing Model | The fair value of each option grant is estimated on the date of grant, adjusted for estimated forfeitures, using the Black-Scholes option-pricing model with the following weighted average assumptions: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Dividend yield 0.00% 0.00% 0.00% 0.00% Risk-free interest rate 0.77% -0.84% 0.31% - 0.32% 0.46% - 0.84% 0.31% - 0.66% Expected life (in years) 5 5 5 5 Historical volatility 54.31% - 54.55% 51.91% - 51.94% 53.94% - 54.55% 46.50% - 51.94% |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Liability by Cost Type | The following table presents the detail of the liability for the Company’s restructuring charges for the periods presented: June 30, December 31, (In thousands) Balance, beginning of the year $ 4,732 $ 314 Lease restructuring costs 550 5,034 Severance and other compensation associated costs 2,675 5,090 Cash payments (5,785) (5,706) Balance, end of period $ 2,172 $ 4,732 |
Schedule of Restructuring and Related Costs | The following table presents the detail of expenses for the Company’s restructuring charges for the periods presented: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 (In thousands) Lease restructuring costs: Right of use assets write down $ — $ — $ — $ — Abandonment of property and equipment — — — — Other lease restructuring costs 256 — 550 — Total lease restructuring costs $ 256 $ — $ 550 $ — Severance and other compensation associated costs $ 237 $ — $ 2,675 $ 3,193 Total restructuring costs $ 493 $ — $ 3,225 $ 3,193 |
Revenue Recognition - Deferred
Revenue Recognition - Deferred Revenue (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Disaggregation of Revenue [Line Items] | ||
Total deferred revenue - short term | $ 107,671 | $ 88,848 |
Total deferred revenue - long term | 489 | 409 |
Hosted Services - Business | ||
Disaggregation of Revenue [Line Items] | ||
Total deferred revenue - short term | 105,239 | 86,144 |
Hosted Services - Consumer | ||
Disaggregation of Revenue [Line Items] | ||
Total deferred revenue - short term | 889 | 835 |
Professional Services | ||
Disaggregation of Revenue [Line Items] | ||
Total deferred revenue - short term | 1,543 | 1,869 |
Total deferred revenue - long term | $ 489 | $ 409 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 119,605 | $ 91,603 | $ 227,496 | $ 169,691 |
Hosted Services - Business | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 95,092 | 72,382 | 178,732 | 133,435 |
Hosted Services - Consumer | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 9,810 | 7,587 | 18,821 | 13,826 |
Professional Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 14,703 | $ 11,634 | $ 29,943 | $ 22,430 |
Revenue Recognition - Revenue b
Revenue Recognition - Revenue by Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | ||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | $ 119,605 | $ 91,603 | $ 227,496 | $ 169,691 | |
United States | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | 80,924 | 59,559 | 149,706 | 108,109 | |
Other Americas | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | [1] | 3,995 | 3,048 | 7,908 | 5,068 |
Total Americas | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | 84,919 | 62,607 | 157,614 | 113,177 | |
EMEA | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | [2],[3] | 22,933 | 19,692 | 44,693 | 39,182 |
APAC | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | [4] | 11,753 | 9,304 | 25,189 | 17,332 |
United Kingdom | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | 14,800 | 12,500 | 28,100 | 25,100 | |
Netherlands | |||||
Disaggregation of Revenue [Line Items] | |||||
Total revenue | $ 1,200 | $ 600 | $ 2,500 | $ 1,900 | |
[1] | Canada, Latin America and South America | ||||
[2] | Includes revenues from the United Kingdom of $14.8 million and $12.5 million for the three months ended June 30, 2021 and 2020, respectively, and from the Netherlands of $1.2 million and $0.6 million for the three months ended June 30, 2021 and 2020, respectively. Includes revenues from the United Kingdom of $28.1 million and $25.1 million for the six months ended June 30, 2021 and 2020, respectively, and from the Netherlands of $2.5 million and $1.9 million for the six months ended | ||||
[3] | Europe, the Middle East and Africa (“EMEA”) | ||||
[4] | Asia-Pacific (“APAC”) |
Revenue Recognition - Receivabl
Revenue Recognition - Receivables and Deferred Revenue (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Contract Balances [Roll Forward] | |
Accounts receivable, opening balance | $ 80,423 |
Accounts receivable, ending balance | 89,807 |
Contract acquisition costs noncurrent, opening balance | 41,021 |
Contract acquisition costs noncurrent, increase (decrease), net | 2,441 |
Contract acquisition costs noncurrent, ending balance | 43,462 |
Deferred revenue (current), opening balance | 88,848 |
Deferred revenue (current), increase (decrease), net | 18,823 |
Deferred revenue (current), ending balance | 107,671 |
Deferred revenue (long-term), opening balance | 409 |
Deferred revenue (long-term), increase (decrease), net | 80 |
Deferred revenue (long-term), ending balance | 489 |
Billed receivable | |
Contract Balances [Roll Forward] | |
Accounts receivable, opening balance | 61,801 |
Accounts receivable, increase (decrease), net | (2,936) |
Accounts receivable, ending balance | 58,865 |
Unbilled receivable | |
Contract Balances [Roll Forward] | |
Accounts receivable, opening balance | 18,622 |
Accounts receivable, increase (decrease), net | 12,320 |
Accounts receivable, ending balance | $ 30,942 |
Revenue Recognition - Accounts
Revenue Recognition - Accounts Receivable (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Allowance for Doubtful Accounts | ||
Beginning balance | $ 5,344 | |
Additions charged to costs and expenses | 1,599 | $ 1,953 |
Deductions/write-offs | (1,106) | |
Ending balance | $ 5,837 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligation | $ 345,800 |
Percentage of remaining performance obligations to be recognized over next 24 months | 92.00% |
Recognition of deferred revenue | $ 81,900 |
Disaggregation of Revenue [Line Items] | |
Remaining performance obligation | $ 345,800 |
Percentage of remaining performance obligations to be recognized over next 24 months | 92.00% |
Recognition of deferred revenue | $ 81,900 |
Net Loss Per Share - Reconcilia
Net Loss Per Share - Reconciliation of Shares Used in Calculating Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||||
Net loss (in thousands) | $ (21,119) | $ (21,195) | $ (18,627) | $ (37,001) | $ (42,314) | $ (55,628) |
Weighted average number of shares outstanding, basic and diluted | 69,057,129 | 65,650,782 | 68,482,653 | 65,023,302 | ||
Net loss per share, basic and diluted | $ (0.31) | $ (0.28) | $ (0.62) | $ (0.86) |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of EPS (Details) - shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common stock awards not included in earnings per share calculation (in shares) | 7,276,293 | 8,831,790 |
Shares subject to outstanding common stock options and employee stock purchase plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common stock awards not included in earnings per share calculation (in shares) | 4,252,817 | 5,481,824 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common stock awards not included in earnings per share calculation (in shares) | 3,023,476 | 3,349,966 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) - Convertible Debt - $ / shares | 1 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 | |
2024 Notes | |||
Debt Instrument [Line Items] | |||
Threshold percentage of stock price if converted | 130.00% | ||
Convertible debt conversion price (in dollars per share) | $ 38.58 | $ 38.58 | |
2026 Notes | |||
Debt Instrument [Line Items] | |||
Threshold percentage of stock price if converted | 130.00% | ||
Convertible debt conversion price (in dollars per share) | $ 75.23 |
Segment Information - Financial
Segment Information - Financial Information by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 119,605 | $ 91,603 | $ 227,496 | $ 169,691 |
Cost of revenue | 40,063 | 27,707 | 73,582 | 50,526 |
Sales and marketing | 38,622 | 34,618 | 75,575 | 77,298 |
Amortization of purchased intangibles | 374 | 404 | 749 | 809 |
Unallocated corporate expenses | 54,124 | 43,320 | 104,797 | 88,696 |
Loss from operations | (13,578) | (14,446) | (27,207) | (47,638) |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Cost of revenue | 0 | 0 | 0 | 0 |
Sales and marketing | 0 | 0 | 0 | 0 |
Amortization of purchased intangibles | 0 | 0 | 0 | 0 |
Unallocated corporate expenses | 54,124 | 43,320 | 104,797 | 88,696 |
Loss from operations | (54,124) | (43,320) | (104,797) | (88,696) |
Business | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 109,795 | 84,016 | 208,675 | 155,865 |
Cost of revenue | 38,265 | 26,085 | 69,875 | 47,430 |
Sales and marketing | 31,915 | 28,926 | 62,118 | 66,395 |
Amortization of purchased intangibles | 374 | 404 | 749 | 809 |
Unallocated corporate expenses | 0 | 0 | 0 | 0 |
Loss from operations | 39,241 | 28,601 | 75,933 | 41,231 |
Consumer | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 9,810 | 7,587 | 18,821 | 13,826 |
Cost of revenue | 1,798 | 1,622 | 3,707 | 3,096 |
Sales and marketing | 6,707 | 5,692 | 13,457 | 10,903 |
Amortization of purchased intangibles | 0 | 0 | 0 | 0 |
Unallocated corporate expenses | 0 | 0 | 0 | 0 |
Loss from operations | 1,305 | 274 | 1,657 | (173) |
Hosted Services - Business | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 95,092 | 72,382 | 178,732 | 133,435 |
Hosted Services - Business | Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Hosted Services - Business | Business | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 95,092 | 72,382 | 178,732 | 133,435 |
Hosted Services - Business | Consumer | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Hosted Services - Consumer | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 9,810 | 7,587 | 18,821 | 13,826 |
Hosted Services - Consumer | Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Hosted Services - Consumer | Business | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Hosted Services - Consumer | Consumer | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 9,810 | 7,587 | 18,821 | 13,826 |
Professional Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 14,703 | 11,634 | 29,943 | 22,430 |
Professional Services | Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Professional Services | Business | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 14,703 | 11,634 | 29,943 | 22,430 |
Professional Services | Consumer | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Segment Information - Long-Live
Segment Information - Long-Lived Assets by Geographic Region (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Total long-lived assets | $ 270,268 | $ 257,621 | |
United States | |||
Segment Reporting Information [Line Items] | |||
Total long-lived assets | 213,276 | 202,275 | |
Israel | |||
Segment Reporting Information [Line Items] | |||
Total long-lived assets | 19,162 | 16,657 | |
Australia | |||
Segment Reporting Information [Line Items] | |||
Total long-lived assets | 13,058 | 13,792 | |
Netherlands | |||
Segment Reporting Information [Line Items] | |||
Total long-lived assets | 7,854 | 8,301 | |
Other | |||
Segment Reporting Information [Line Items] | |||
Total long-lived assets | [1] | $ 16,918 | $ 16,596 |
[1] | United Kingdom, Germany, Japan, France, and Italy |
Segment Information - Narrative
Segment Information - Narrative (Details) | 6 Months Ended |
Jun. 30, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 95,192 |
Foreign exchange adjustment | (76) |
Goodwill, ending balance | 95,116 |
Business | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 87,168 |
Foreign exchange adjustment | (76) |
Goodwill, ending balance | 87,092 |
Consumer | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 8,024 |
Foreign exchange adjustment | 0 |
Goodwill, ending balance | $ 8,024 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 54,205 | $ 52,870 |
Accumulated Amortization | (43,235) | (41,943) |
Total | 10,970 | 10,927 |
Technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 30,463 | 30,499 |
Accumulated Amortization | (27,585) | (26,818) |
Total | $ 2,878 | $ 3,681 |
Weighted Average Amortization Period | 5 years 3 months 18 days | 5 years 4 months 24 days |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 16,976 | $ 16,981 |
Accumulated Amortization | (14,397) | (13,982) |
Total | $ 2,579 | $ 2,999 |
Weighted Average Amortization Period | 8 years 4 months 24 days | 8 years 4 months 24 days |
Patents | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 6,452 | $ 5,076 |
Accumulated Amortization | (1,018) | (908) |
Total | $ 5,434 | $ 4,168 |
Weighted Average Amortization Period | 12 years 8 months 12 days | 12 years 6 months |
Other | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 314 | $ 314 |
Accumulated Amortization | (235) | (235) |
Total | $ 79 | $ 79 |
Weighted Average Amortization Period | 2 years 2 months 12 days | 2 years 2 months 12 days |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Future Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Estimated Amortization Expense | ||
Remaining 2021 | $ 1,322 | |
2022 | 2,274 | |
2023 | 992 | |
2024 | 790 | |
2025 | 369 | |
Thereafter | 5,223 | |
Total | $ 10,970 | $ 10,927 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 1.6 | $ 0.7 | $ 3.1 | $ 1.4 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property and Equipment, Net | ||
Finance lease right-of-use assets | $ 8,263 | $ 10,045 |
Property and equipment and finance lease, gross | 226,779 | 204,165 |
Less: accumulated depreciation | (111,132) | (98,110) |
Total | 115,647 | 106,055 |
Computer equipment and software | ||
Property and Equipment, Net | ||
Property and equipment gross | 114,669 | 107,666 |
Internal-use software development costs | ||
Property and Equipment, Net | ||
Property and equipment gross | $ 103,847 | $ 86,454 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | |||
Professional services and consulting and other vendor fees | $ 56,291 | $ 38,796 | |
Payroll and other employee related costs | 22,901 | 39,820 | |
Sales commissions | 4,377 | 6,988 | |
Finance lease liability | 3,563 | 3,488 | |
Restructuring | 2,172 | 4,732 | $ 314 |
Taxes other than income tax | 2,147 | 2,954 | |
Unrecognized tax benefits | 2,037 | 2,039 | |
Other | 4,079 | 1,053 | |
Total | $ 97,567 | $ 99,870 |
Convertible Senior Notes and _3
Convertible Senior Notes and Capped Call Transactions - Schedule of Carrying Amount of Liability Component of Convertible Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Carrying Amount of Liability Component: | ||
Net carrying amount | $ 556,032 | $ 538,432 |
Convertible Debt | Convertible Senior Notes | ||
Carrying Amount of Liability Component: | ||
Principal | 747,500 | 747,500 |
Unamortized discount | (179,896) | (196,269) |
Unamortized issuance costs | $ (11,572) | $ (12,799) |
Convertible Senior Notes and _4
Convertible Senior Notes and Capped Call Transactions - Schedule of Carrying Amount of Equity Component of Convertible Debt (Details) - Convertible Senior Notes - Convertible Debt $ in Thousands | Jun. 30, 2021USD ($) |
Debt Instrument [Line Items] | |
Proceeds allocated to the conversion options (debt discount) | $ 215,434 |
Issuance costs | (5,783) |
Net carrying amount | $ 209,651 |
Convertible Senior Notes and _5
Convertible Senior Notes and Capped Call Transactions - Schedule of Interest Expense Incurred (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Debt Instrument [Line Items] | ||||
Amortization of debt issuance costs | $ 1,228 | $ 600 | ||
Accretion of debt discount on convertible senior notes | 16,374 | 4,777 | ||
Convertible Senior Notes | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 432 | $ 431 | 863 | 863 |
Amortization of debt issuance costs | 619 | 303 | 1,228 | 600 |
Accretion of debt discount on convertible senior notes | 8,256 | 2,409 | 16,374 | 4,776 |
Total interest expense | $ 9,307 | $ 3,143 | $ 18,465 | $ 6,239 |
Convertible Senior Notes and _6
Convertible Senior Notes and Capped Call Transactions - Narrative (Details) $ / shares in Units, shares in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2020USD ($)day$ / sharesshares | Mar. 31, 2019USD ($)equity_instrumentday$ / sharesshares | Jun. 30, 2021USD ($)$ / shares | Mar. 31, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)$ / shares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Jun. 30, 2019USD ($)$ / shares | |
Debt Instrument [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Number of shares of common stock covered by called caps (shares) | shares | 6,880 | 5,960 | ||||||||
Reduction to additional paid-in-capital related to called caps | $ 46,100,000 | $ 23,200,000 | ||||||||
Adjustments to additional paid in capital related to issuance costs attributable to equity component | $ 3,700,000 | |||||||||
2024 Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Carry amount of equity component of convertible notes | $ 52,900,000 | |||||||||
Total deferred issuance costs | 8,600,000 | |||||||||
Debt issuance costs attributable to liability | $ 6,600,000 | |||||||||
Adjustments to additional paid in capital related to issuance costs attributable to equity component | 2,000,000 | |||||||||
2026 Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Carry amount of equity component of convertible notes | 162,500,000 | $ 162,500,000 | ||||||||
Total deferred issuance costs | 12,200,000 | 12,200,000 | ||||||||
Debt issuance costs attributable to liability | $ 8,500,000 | $ 8,500,000 | ||||||||
Capped calls | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Capped caps initial strike price (in dollars per share) | $ / shares | $ 75.23 | $ 75.23 | $ 38.58 | |||||||
Capped caps initial cap price (in dollars per share) | $ / shares | $ 105.58 | $ 105.58 | $ 57.16 | |||||||
Convertible Debt | 2024 Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal | $ 230,000,000 | |||||||||
Debt instrument stated rate (percent) | 0.75% | |||||||||
Aggregate principal from exercise in full of over-allotment options | $ 30,000,000 | |||||||||
Proceeds from debt offering, net of debt issuance costs | $ 221,400,000 | |||||||||
Debt instrument, unit of principal for conversion | $ 1,000 | |||||||||
Number of shares per convertible note | equity_instrument | 25.9182 | |||||||||
Convertible debt conversion price (in dollars per share) | $ / shares | $ 38.58 | $ 38.58 | ||||||||
Percentage of principal amount paid if repurchase due to fundamental change (percent) | 100.00% | |||||||||
Threshold trading days in consideration of note conversion | day | 20 | |||||||||
Threshold consecutive trading days in analysis of conversion price | day | 30 | |||||||||
Threshold percentage of stock price if converted | 130.00% | |||||||||
Threshold for five day period, product of sale price of common stock and conversion rate of notes | 98.00% | |||||||||
Remaining amortization period for debt discount and debt issuance costs | 2 years 8 months 12 days | |||||||||
Effective interest rate (percent) | 0.0405% | |||||||||
Convertible Debt | 2026 Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal | $ 517,500,000 | $ 517,500,000 | ||||||||
Debt instrument stated rate (percent) | 0.00% | 0.00% | ||||||||
Aggregate principal from exercise in full of over-allotment options | $ 67,500,000 | $ 67,500,000 | ||||||||
Proceeds from debt offering, net of debt issuance costs | 505,300,000 | |||||||||
Debt instrument, unit of principal for conversion | $ 1,000 | $ 1,000 | ||||||||
Number of shares per convertible note | 13.2933 | |||||||||
Convertible debt conversion price (in dollars per share) | $ / shares | $ 75.23 | $ 75.23 | ||||||||
Percentage of principal amount paid if repurchase due to fundamental change (percent) | 100.00% | |||||||||
Threshold trading days in consideration of note conversion | day | 20 | |||||||||
Threshold consecutive trading days in analysis of conversion price | day | 30 | |||||||||
Threshold percentage of stock price if converted | 130.00% | |||||||||
Threshold for five day period, product of sale price of common stock and conversion rate of notes | 98.00% | |||||||||
Remaining amortization period for debt discount and debt issuance costs | 5 years 4 months 24 days | |||||||||
Effective interest rate (percent) | 0.0605% | |||||||||
Convertible Debt | Convertible Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Carry amount of equity component of convertible notes | $ 215,434,000 | $ 215,434,000 | ||||||||
Interest expense | $ 9,307,000 | $ 3,143,000 | $ 18,465,000 | $ 6,239,000 |
Leases (Supplemental cash flow
Leases (Supplemental cash flow information related to leases) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | ||||
Operating cash flows for operating leases | $ 856 | $ 2,131 | $ 1,243 | $ 4,117 |
Operating cash flows for finance leases | 85 | 0 | 179 | 0 |
Financing cash flows for finance leases | $ 869 | $ 0 | $ 1,728 | $ 0 |
Leases (Schedule of components
Leases (Schedule of components of lease costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | ||||
Amortization of right of use assets | $ 900 | $ 0 | $ 1,788 | $ 0 |
Interest | 85 | 0 | 179 | 0 |
Operating lease cost | 1,624 | 5,367 | 3,481 | 6,764 |
Total lease cost | $ 2,609 | $ 5,367 | $ 5,448 | $ 6,764 |
Operating leases, weighted average remaining lease term (in years) | 3 years | 3 years 4 months 24 days | 3 years | 3 years 4 months 24 days |
Finance leases, weighted average remaining lease term (in years) | 2 years 3 months 18 days | 2 years 3 months 18 days | ||
Operating leases, weighted average discount rate (percent) | 7.00% | 7.00% | 7.00% | 7.00% |
Finance leases, weighted average discount rate (percent) | 4.00% | 0.00% | 4.00% | 0.00% |
Leases (Supplemental balance sh
Leases (Supplemental balance sheet information related to leases) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
ASSETS | ||
Operating right of use assets | $ 307 | $ 614 |
Finance right of use assets | 8,263 | 10,045 |
Current liabilities: | ||
Operating Lease, Liability, Current | 2,711 | 5,718 |
Finance lease liability | 3,563 | 3,488 |
Non-current liabilities: | ||
Operating Lease, Liability, Noncurrent | 3,250 | 7,180 |
Finance lease liability | $ 4,307 | $ 6,176 |
Leases (Schedule of Future Mini
Leases (Schedule of Future Minimum Lease Payments) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Operating Leases | ||
Lessee, Operating Lease, Liability, to be Paid, Remainder of Fiscal Year | $ 1,740 | |
2022 | 2,619 | |
2023 | 884 | |
2024 | 534 | |
2025 | 639 | |
Thereafter | 266 | |
Total minimum lease payments | 6,682 | |
Less: present value adjustment | (721) | |
Present value of lease liabilities | 5,961 | $ 12,900 |
Finance Leases [Abstract] | ||
Finance Lease, Liability, to be Paid, Remainder of Fiscal Year | 1,907 | |
2022 | 3,813 | |
2023 | 2,500 | |
2024 | 0 | |
2025 | 0 | |
Thereafter | 0 | |
Total minimum lease payments | 8,220 | |
Less: present value adjustment | (350) | |
Present value of lease liability | $ 7,870 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)lease | |
Lessee, Lease, Description [Line Items] | |||
Operating lease right of use assets (Note 9) | $ 307 | $ 614 | |
Operating Lease, Liability | 5,961 | $ 12,900 | |
Number of leases abandoned | lease | 14 | ||
Restricted cash in prepaid expenses and other current assets | 1,274 | $ 0 | |
Gain on settlement of leases | $ 3,322 | $ 0 | |
Minimum | |||
Leases [Abstract] | |||
Operating leases remaining lease term | 1 year | ||
Lessee, Lease, Description [Line Items] | |||
Operating leases remaining lease term | 1 year | ||
Maximum | |||
Leases [Abstract] | |||
Operating leases remaining lease term | 5 years | ||
Lessee, Lease, Description [Line Items] | |||
Operating leases remaining lease term | 5 years |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities (Details) - Recurring - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Money market funds | $ 518,236 | $ 0 |
Total assets | 518,236 | 0 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Contingent earn-out | ||
Liabilities: | ||
Contingent earn-out | 0 | 0 |
Level 1 | ||
Assets: | ||
Money market funds | 518,236 | 328,195 |
Total assets | 518,236 | 328,195 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Level 1 | Contingent earn-out | ||
Liabilities: | ||
Contingent earn-out | 0 | 0 |
Level 2 | ||
Assets: | ||
Money market funds | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Level 2 | Contingent earn-out | ||
Liabilities: | ||
Contingent earn-out | 0 | 0 |
Level 3 | ||
Assets: | ||
Money market funds | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Level 3 | Contingent earn-out | ||
Liabilities: | ||
Contingent earn-out | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2018 | |
Recurring | Convertible senior note | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Convertible senior note net | $ 597,800 | |||
Conversable, Inc. and AdvntageTec | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent earn-out | $ 2,400 | |||
Contingent earn-out | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent earn-out increase (decrease) | 100 | $ 600 | ||
Equity issued as payment for contingent consideration | (300) | |||
Contingent earn-out | AdvantageTec | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Re-measurement to fair value increase (decrease) | $ 132 | $ (263) | $ 300 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value of Level 3 Liabilities (Details) - Contingent earn-out - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Change in Fair Value of Level 3 Liabilities | |||
Beginning balance | $ 0 | $ 557 | $ 557 |
Payments | (132) | (294) | |
Ending balance | 0 | 0 | |
AdvantageTec | |||
Change in Fair Value of Level 3 Liabilities | |||
Fair value adjustment | $ 132 | $ (263) | $ 300 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Other Commitments [Line Items] | ||||
Employer matching contributions | $ 0.9 | $ 0.8 | $ 1.8 | $ 1.7 |
Estimated sales tax liability, including interest, minimum | 2.5 | 2.5 | ||
Estimated sales tax liability, including interest, maximum | 6.3 | 6.3 | ||
Accrued sales tax, including interest | 2 | $ 2.5 | 2 | $ 2.5 |
Letter of Credit | LOC for Security Deposit | ||||
Other Commitments [Line Items] | ||||
Letters of Credit Outstanding, Amount | $ 0.6 | $ 0.6 | ||
Match Step One | ||||
Other Commitments [Line Items] | ||||
Employer matching contribution, percent of match | 100.00% | |||
Employer matching contribution percent of eligible compensation | 3.00% | |||
Match Step Two | ||||
Other Commitments [Line Items] | ||||
Employer matching contribution, percent of match | 50.00% | |||
Employer matching contribution percent of eligible compensation | 2.00% |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Option Activity and Weighted Average Exercise Prices (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Options | ||
Beginning balance (in shares) | shares | 4,332 | |
Granted (in shares) | shares | 472 | |
Exercised (in shares) | shares | (461) | |
Cancelled or expired (in shares) | shares | (88) | |
Ending balance (in shares) | shares | 4,255 | 4,332 |
Options vested and expected to vest (in shares) | shares | 1,187 | |
Options exercisable at end of period (in shares) | shares | 2,448 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ / shares | $ 19.78 | |
Granted (in dollars per share) | $ / shares | ||
Exercised (in dollars per share) | $ / shares | ||
Cancelled or expired (in dollars per share) | $ / shares | ||
Ending balance (in dollars per share) | $ / shares | 24.21 | $ 19.78 |
Options vested and expected to vest (in dollars per share) | $ / shares | 32.09 | |
Options exercisable at end of period (in dollars per share) | $ / shares | $ 16.58 | |
Weighted Average Remaining Contractual Term (In years) | ||
Weighted average remaining contract term, Options outstanding | 6 years 10 months 6 days | 6 years 9 months 14 days |
Weighted average remaining contract term, Options vested and expected to vest | 8 years 3 months | |
Weighted average remaining contract term, Options exercisable | 5 years 7 months 28 days | |
Aggregate Intrinsic Value | ||
Aggregate intrinsic value, Options outstanding | $ | $ 166,339 | $ 183,825 |
Aggregate intrinsic value, Options vested and expected to vest | $ | 37,185 | |
Aggregate intrinsic value, Options exercisable | $ | $ 114,235 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Restricted Stock Unit Activity and Weighted Average Exercise Price (Details) - RSUs - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Number of Shares (In thousands) | ||
Beginning balance outstanding (in shares) | 2,950 | |
Awarded (in shares) | 1,565 | |
Vested (in shares) | (1,244) | |
Forfeited (in shares) | (250) | |
Non-vested and outstanding at end of period (in shares) | 3,021 | |
Expected to vest (in shares) | 1,841 | |
Weighted Average Grant Date Fair Value (usd per share) | ||
Beginning balance outstanding (in dollars per share) | $ 27 | |
Awarded (in dollars per share) | ||
Vested (in dollars per share) | ||
Forfeited (in dollars per share) | ||
Non-vested and outstanding at end of period (in dollars per share) | 38.46 | |
Expected to vest (in dollars per share) | $ 36.30 | |
Aggregate Fair Value (In thousands) | ||
Aggregate fair value, Non-vested and outstanding | $ 191,205 | $ 183,781 |
Aggregate fair value, Expected to vest | $ 116,404 |
Stockholders' Equity - Weighted
Stockholders' Equity - Weighted Average Assumptions of Fair Value Options Using Black-Scholes Option-Pricing Model (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Option-Pricing Model Weighted Average Assumptions | ||||
Dividend yield (percent) | 0.00% | 0.00% | 0.00% | 0.00% |
Risk-free interest rate, minimum (percent) | 0.77% | 0.31% | 0.46% | 0.31% |
Risk-free interest rate, maximum (percent) | 0.84% | 0.32% | 0.84% | 0.66% |
Expected life (in years) | 5 years | 5 years | 5 years | 5 years |
Historical volatility, minimum (percent) | 54.31% | 51.91% | 53.94% | 46.50% |
Historical volatility, maximum (percent) | 54.55% | 51.94% | 54.55% | 51.94% |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2019 | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||||||
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | |||
Common stock, issued (in shares) | 72,017,145 | 72,017,145 | 70,264,265 | |||
Common stock, outstanding (in shares) | 69,307,315 | 69,307,315 | 67,554,435 | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||||||
Preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | |||
Preferred stock, issued (in shares) | 0 | 0 | 0 | |||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 | 200,000,000 | |||
Common stock, issued (in shares) | 72,017,145 | 72,017,145 | 70,264,265 | |||
Common stock, outstanding (in shares) | 69,307,315 | 69,307,315 | 67,554,435 | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | |||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | |||
Preferred stock, issued (in shares) | 0 | 0 | 0 | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||
Fair value of stock options exercised | $ 3 | |||||
Accrual for cash awards | $ 5.1 | $ 7.9 | 10.4 | $ 11.6 | ||
Stock-based compensation expense | $ 15.1 | $ 15.9 | $ 29.7 | $ 30.6 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 24.76 | $ 12.36 | $ 25.71 | $ 12.25 | ||
Dividend yield (percent) | 0.00% | 0.00% | 0.00% | 0.00% | ||
Expected life (in years) | 5 years | 5 years | 5 years | 5 years | ||
Period used to determine volatility | 5 years | |||||
Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares of common stock available for issuance (up to) | 40,067,744 | 40,067,744 | ||||
Options term (in years) | 10 years | |||||
Shares reserved for future issuance | 6,000,000 | 6,000,000 | ||||
Unrecognized compensation cost related to novested share-based compensation arrangements | $ 24.4 | $ 24.4 | ||||
Weighted average recognition period of unrecognized compensation cost | 2 years 10 months 24 days | |||||
Employee Stock Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares of common stock available for issuance (up to) | 2,000,000 | 2,000,000 | ||||
Shares reserved for future issuance | 800,000 | 800,000 | ||||
Incentive Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares of common stock available for issuance (up to) | 3,368,048 | 3,368,048 | ||||
Shares reserved for future issuance | 1,200,000 | 1,200,000 | ||||
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average recognition period of unrecognized compensation cost | 3 years 2 months 12 days | |||||
Unrecognized compensation cost related to nonvested share-based compensation arrangements | $ 106.2 | $ 106.2 | ||||
Minimum | RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Maximum | RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years |
Restructuring - Schedule of Res
Restructuring - Schedule of Restructuring Liability by Cost Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Restructuring Reserve [Roll Forward] | |||
Balance, beginning of the year | $ 4,732 | $ 4,732 | $ 314 |
Lease restructuring costs | 5,034 | 550 | |
Severance and other compensation associated costs | $ 5,090 | 2,675 | |
Cash payments | (5,785) | (5,706) | |
Balance, end of period | $ 2,172 | $ 4,732 |
Restructuring - Schedule of R_2
Restructuring - Schedule of Restructuring and Related Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | $ 493 | $ 0 | $ 3,225 | $ 3,193 |
Lease restructuring costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 256 | 0 | 550 | 0 |
Right of use assets write down | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 0 | 0 | 0 | 0 |
Abandonment of property and equipment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 0 | 0 | 0 | 0 |
Other lease restructuring costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | 256 | 0 | 550 | 0 |
Severance and other compensation associated costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring costs | $ 237 | $ 0 | $ 2,675 | $ 3,193 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | ||||||
Restructuring expense | $ 493 | $ 0 | $ 3,225 | $ 3,193 | ||
Restructuring liability | $ 2,172 | $ 2,172 | $ 4,732 | $ 314 |
Legal Matters (Details)
Legal Matters (Details) $ in Millions | May 24, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation settlement, amount awarded from other party | $ 30.3 |
Compensatory damages | 6.7 |
Punitive damages | $ 23.6 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | ||||||
Provision for (benefit from) income taxes | $ 598 | $ (339) | $ (253) | $ 13 | ||
Income tax provision on operating income | 900 | 1,500 | ||||
Income tax benefit from settlement of uncertain tax benefits | $ (300) | (300) | ||||
Valuation allowance | $ 55,400 | |||||
Increase in valuation allowance recorded as an expense | 33,600 | 35,100 | ||||
Decrease in valuation allowance charged to equity | (28,200) | |||||
Income tax benefit recognized as result of CARES Act | $ 600 | |||||
Foreign Tax Authority | ||||||
Income Tax Contingency [Line Items] | ||||||
Increase in valuation recorded | $ 6,900 | |||||
Income tax benefit from settlement of uncertain tax benefits | $ (1,500) |