Document and Entity Information
Document and Entity Information Document - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | PFPT | |
Entity Registrant Name | PROOFPOINT, INC. | |
Entity Central Index Key (CIK) | 0001212458 | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 57,369,765 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-35506 | |
Entity Tax Identification Number | 51-0414846 | |
Entity Address, Address Line One | 925 West Maude Avenue | |
Entity Address, City or Town | Sunnyvale | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94085 | |
City Area Code | 408 | |
Local Phone Number | 517-4710 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock , $0.0001 par value per share | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 882,550 | $ 910,279 |
Accounts receivable, net | 180,971 | 255,390 |
Inventory | 457 | 317 |
Deferred product costs | 3,466 | 3,480 |
Deferred commissions | 59,191 | 57,779 |
Prepaid expenses and other current assets | 33,110 | 32,493 |
Total current assets | 1,159,745 | 1,259,738 |
Property and equipment, net | 107,692 | 111,030 |
Operating lease right-of-use assets | 182,728 | 182,228 |
Long-term deferred product costs | 394 | 420 |
Goodwill | 738,037 | 688,454 |
Intangible assets, net | 131,303 | 130,392 |
Long-term deferred commissions | 110,181 | 108,762 |
Other assets | 22,456 | 17,686 |
Total assets | 2,452,536 | 2,498,710 |
Current liabilities: | ||
Accounts payable | 2,407 | 2,233 |
Accrued liabilities | 112,931 | 132,187 |
Operating lease liabilities | 32,961 | 28,560 |
Deferred revenue | 704,890 | 702,248 |
Total current liabilities | 853,189 | 865,228 |
Convertible senior notes | 907,037 | 906,084 |
Long-term operating lease liabilities | 177,110 | 178,506 |
Other long-term liabilities | 39,606 | 39,639 |
Long-term deferred revenue | 183,598 | 190,032 |
Total liabilities | 2,160,540 | 2,179,489 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity: | ||
Convertible preferred stock, $0.0001 par value; 5,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; 200,000 shares authorized; 58,949 shares issued and 57,406 shares outstanding at March 31, 2021; 58,513 shares issued and 57,178 shares outstanding at December 31, 2020 | 6 | 6 |
Additional paid-in capital | 1,351,655 | 1,307,474 |
Treasury stock, at cost; 1,543 shares and 1,335 shares at March 31, 2021 and December 31, 2020 | (165,443) | (139,356) |
Accumulated deficit | (894,222) | (848,903) |
Total stockholders’ equity | 291,996 | 319,221 |
Total liabilities and stockholders’ equity | $ 2,452,536 | $ 2,498,710 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Number of shares of common stock reserved for future issuance | ||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common stock issued (in shares) | 58,949,000 | 58,513,000 |
Common stock outstanding (in shares) | 57,406,000 | 57,178,000 |
Par value of common stock (USD per share) | $ 0.0001 | $ 0.0001 |
Treasury stock, shares | 1,543,000 | 1,335,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Revenue: | |||
Total revenue | $ 287,831 | $ 249,774 | |
Cost of revenue: | |||
Total cost of revenue | [1],[2] | 73,520 | 68,931 |
Gross profit | 214,311 | 180,843 | |
Operating expense: | |||
Research and development | [1],[2] | 80,518 | 69,895 |
Sales and marketing | [1],[2] | 143,144 | 123,162 |
General and administrative | [1],[2] | 32,711 | 29,555 |
Total operating expense | [1],[2] | 256,373 | 222,612 |
Operating loss | (42,062) | (41,769) | |
Interest expense | (1,528) | (1,524) | |
Other income, net | 365 | 4,621 | |
Loss before income taxes | (43,225) | (38,672) | |
Provision for income taxes | (2,094) | (28,169) | |
Net loss | $ (45,319) | $ (66,841) | |
Net loss per share, basic and diluted | $ (0.79) | $ (1.17) | |
Weighted average shares outstanding, basic and diluted | 57,334 | 56,974 | |
Subscription | |||
Revenue: | |||
Total revenue | $ 283,612 | $ 244,069 | |
Cost of revenue: | |||
Total cost of revenue | [1],[2] | 64,007 | 59,848 |
Hardware and Service | |||
Revenue: | |||
Total revenue | 4,219 | 5,705 | |
Cost of revenue: | |||
Total cost of revenue | [1],[2] | $ 9,513 | $ 9,083 |
[1] | (1) Includes stock-based compensation expense as follows: Cost of subscription revenue $ 5,463 $ 5,542 Cost of hardware and services revenue $ 1,612 $ 1,371 Research and development $ 17,717 $ 15,605 Sales and marketing $ 27,263 $ 18,519 General and administrative $ 9,056 $ 10,528 | ||
[2] | (2) Includes intangible amortization expense as follows: Cost of subscription revenue $ 10,616 $ 9,938 Sales and marketing $ 3,573 $ 4,513 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Intangible amortization expense | $ 14,189 | $ 14,451 |
Cost of subscription revenue | ||
Stock-based compensation expense | 5,463 | 5,542 |
Intangible amortization expense | 10,616 | 9,938 |
Cost of hardware and services revenue | ||
Stock-based compensation expense | 1,612 | 1,371 |
Research and development | ||
Stock-based compensation expense | 17,717 | 15,605 |
Sales and marketing | ||
Stock-based compensation expense | 27,263 | 18,519 |
Intangible amortization expense | 3,573 | 4,513 |
General and administrative | ||
Stock-based compensation expense | $ 9,056 | $ 10,528 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (45,319) | $ (66,841) |
Other comprehensive income, net of tax: | ||
Unrealized gain on short-term investments, net | 0 | 4 |
Comprehensive loss | $ (45,319) | $ (66,837) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect of Adjustment from Adoption of ASU 2020-06 [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]Cumulative Effect of Adjustment from Adoption of ASU 2020-06 [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Cumulative Effect of Adjustment from Adoption of ASU 2020-06 [Member] |
Beginning balance at Dec. 31, 2019 | $ 592,497 | $ (152,663) | $ 6 | $ (163,023) | $ 1 | $ (725,594) | $ 10,360 | ||
Beginning balance (shares) at Dec. 31, 2019 | 56,784 | 1,318,084 | |||||||
Accounting Standards Update [Extensible List] | ASU 2020-06 | ASU 2020-06 | ASU 2020-06 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (66,841) | (66,841) | |||||||
Unrealized gain on short-term investments | 4 | 4 | |||||||
Stock-based compensation expense | 47,975 | $ 47,975 | |||||||
Common stock issued | 16,278 | ||||||||
Common stock issued (shares) | 687 | 16,278 | |||||||
Tax withholding upon vesting of restricted stock awards | (24,338) | ||||||||
Tax withholding upon vesting of restricted stock awards (shares) | (211) | (24,338) | |||||||
Ending balance at Mar. 31, 2020 | 412,912 | $ 6 | $ 5 | (782,075) | |||||
Ending balance (shares) at Mar. 31, 2020 | 57,260 | 1,194,976 | |||||||
Beginning balance at Dec. 31, 2020 | 319,221 | $ 6 | $ 1,307,474 | $ (139,356) | (848,903) | ||||
Beginning balance (shares) at Dec. 31, 2020 | 58,513 | (1,335) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (45,319) | (45,319) | |||||||
Unrealized gain on short-term investments | 0 | ||||||||
Stock-based compensation expense | 57,209 | 57,209 | |||||||
Common stock issued | 13,179 | 13,179 | |||||||
Common stock issued (shares) | 639 | ||||||||
Tax withholding upon vesting of restricted stock awards | (26,207) | (26,207) | |||||||
Tax withholding upon vesting of restricted stock awards (shares) | (203) | ||||||||
Repurchase of common stock (Note 9) | (26,087) | $ (26,087) | |||||||
Repurchase of common stock (shares) | (208) | ||||||||
Ending balance at Mar. 31, 2021 | $ 291,996 | $ 6 | $ 1,351,655 | $ (165,443) | $ (894,222) | ||||
Ending balance (shares) at Mar. 31, 2021 | 58,949 | (1,543) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (45,319) | $ (66,841) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 24,033 | 23,470 |
Stock-based compensation | 61,111 | 51,565 |
Amortization of debt issuance costs and accretion of debt discount | 953 | 949 |
Amortization of deferred commissions | 18,051 | 14,633 |
Noncash lease costs | 7,920 | 6,426 |
Deferred income taxes | (147) | (325) |
Other | (260) | (1,181) |
Changes in assets and liabilities: | ||
Accounts receivable | 76,074 | 93,453 |
Inventory | (140) | 872 |
Deferred product costs | 40 | (58) |
Deferred commissions | (20,882) | (15,170) |
Prepaid expenses | 1,034 | (6,290) |
Other current assets | 143 | (282) |
Long-term assets | (278) | (96) |
Accounts payable | (655) | (6,017) |
Accrued liabilities | (14,335) | 14,720 |
Operating lease liabilities | (4,589) | (7,159) |
Deferred revenue | (7,664) | (10,495) |
Net cash provided by operating activities | 95,090 | 92,174 |
Cash flows from investing activities | ||
Proceeds from maturities of short-term investments | 0 | 39,232 |
Purchase of short-term investments | 0 | (19,876) |
Purchase of property and equipment | (6,615) | (12,359) |
Acquisition of businesses, net of cash acquired | (55,438) | 0 |
Net cash (used in) provided by investing activities | (62,053) | 6,997 |
Cash flows from financing activities | ||
Proceeds from issuance of common stock | 761 | 2,966 |
Withholding taxes related to restricted stock net share settlement | (29,827) | (27,600) |
Repurchases of common stock | (27,079) | 0 |
Net cash used in financing activities | (56,145) | (24,634) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (582) | (907) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (23,690) | 73,630 |
Cash, cash equivalents and restricted cash | ||
Beginning of period | 918,951 | 857,907 |
End of period | 895,261 | 931,537 |
Supplemental disclosure of noncash investing and financing activities | ||
Unpaid purchases of property and equipment and asset retirement obligations | 2,486 | 4,789 |
Operating lease right-of-use assets exchanged for lease obligations | 8,311 | 9,535 |
Liability awards converted to equity | 12,407 | 13,313 |
Reconciliation of cash, cash equivalents and restricted cash as shown in the consolidated statement of cash flows | ||
Cash and cash equivalents | 882,550 | 921,743 |
Restricted cash included in prepaid expenses and other current assets | 3,068 | 3,223 |
Restricted cash included in other non-current assets | 9,643 | 6,571 |
End of period | $ 895,261 | $ 931,537 |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
The Company and Summary of Significant Accounting Policies | 1. The Company and Summary of Significant Accounting Policies The Company Proofpoint, Inc. (“Proofpoint”, “we”, “us”, “our” or the “Company”) was incorporated in Delaware in June 2002 and is headquartered in California. On April 25, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Project Kafka Parent, LLC, a Delaware limited liability company (“Parent”), and Project Kafka Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), providing for the Company’s acquisition by affiliates of funds advised by private equity investment firm Thoma Bravo, L.P. (“Thoma Bravo”) in an all-cash transaction valued at approximately $12,300,000 (the “Transaction” or the “Merger”). If the Transaction is completed, the Company’s stockholders will be entitled to receive $176.00 in cash for each share of Proofpoint common stock they hold as of the effective time of the Transaction. The Transaction is expected to close in the third quarter of 2021, subject to approval by the Company’s stockholders and regulatory authorities and the satisfaction of customary closing conditions. See Note 14 “Subsequent Event” to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q for information regarding the Merger. Proofpoint is a leading security-as-a-service provider that enables large and mid-sized organizations worldwide to defend, protect, archive and govern their most sensitive data. The Company’s security-and compliance platform is comprised of an integrated suite of threat protection, information protection, and brand protection solutions, including email protection, advanced threat protection, email authentication, data loss prevention, SaaS application protection, response orchestration and automation, digital risk, web browser isolation, email encryption, archiving, eDiscovery, supervision, secure communication, phishing simulation and security awareness computer-based training. Basis of Presentation and Consolidation These condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. These condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures have been condensed or omitted pursuant to such rules and regulations. The accompanying Condensed Consolidated Balance Sheet as of December 31, 2020 is derived from audited financial statements as of that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the periods presented. Certain prior period amounts have been adjusted due to adoption of Accounting Standards Update No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). Refer to Note 8 “Convertible Senior Notes” for more information. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for other interim periods or for future years. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC. The Company’s significant accounting policies are described in Note 1 to those audited consolidated financial statements. Use of Estimates The preparation of 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 financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates and such difference may be material to the financial statements. Due to the Coronavirus (“COVID-19”) pandemic, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of March 31, 2021. These estimates may change, as new events occur and additional information is obtained, as well as other factors related to COVID-19 that could result in material impacts to our consolidated financial statements in future reporting periods. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price of the acquired enterprise over the fair value of identifiable assets acquired and liabilities assumed. The Company performs an annual goodwill impairment test during the fourth quarter of a calendar year and more frequently if an event or circumstances indicates that impairment may have occurred. For the purposes of impairment testing, the Company has determined that it has one operating segment and one reporting unit. To test goodwill for impairment, the Company compares the reporting unit’s carrying value with its fair value. If the carrying value of the reporting unit exceeds the reporting unit’s fair value, then the impairment charge equal to the difference is recorded; however, the loss recognized would not exceed the total amount of goodwill allocated to the reporting unit. The identification and measurement of goodwill impairment involves the estimation of the fair value of the Company. No impairment indicators were identified by the Company as of March 31, 2021. Intangible assets consist of developed technology, customer relationships, trademarks and patents, and order backlog. The values assigned to intangibles are based on estimates and judgments regarding expectations for success and life cycle of solutions and technologies acquired. Intangible assets are amortized on a straight-line basis over their estimated lives, which approximate the pattern in which the economic benefits of the intangible assets are consumed, as follows (in years): Low High Developed technology 2 7 Customer relationships 2 8 Trade names and trademarks 1 5 Patents 4 5 Order backlog 1 3 Comprehensive Loss Comprehensive loss includes all changes in equity that are not the result of transactions with stockholders. The Company’s comprehensive loss consists of its net loss and changes in unrealized gains (losses) from its available-for-sale investments. The Company had no material reclassifications out of accumulated other comprehensive income into net loss for the three months ended March 31, 2021 and 2020. In August 2020, the Financial Accounting Standards Board ("FASB") The Company adopted ASU 2020-06 effective January 1, 2021 using the full retrospective transition method. Refer to Note 8 “Convertible Senior Notes” regarding the impact of adoption of ASU 2020-06 on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Revenue, Deferred Revenue and D
Revenue, Deferred Revenue and Deferred Contract Costs | 3 Months Ended |
Mar. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue, Deferred Revenue and Deferred Contract Costs | 2. Revenue, Deferred Revenue and Deferred Contract Costs The core principle of ASC 606 is to recognize revenue to depict the transfer of services or products to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or products. The Company applies significant judgment in identifying and evaluating any terms and conditions in contracts which may impact revenue recognition. The principle is achieved through the following five-step approach: • Identification of the contract, or contracts, with the customer - The Company considers the terms and conditions of the contract and its customary business practice in identifying its contracts under ASC 606. The Company determines it has a contract with a customer when the contract is approved, the Company can identify each party’s rights regarding the services and products to be transferred, the Company can identify the payment terms for the services and products, the Company has determined the customer has the ability and intent to pay and the contract has commercial substance. At contract inception, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined contract or single contract includes more than one performance obligation. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer. • Identification of the performance obligation in the contract - Performance obligations promised in a contract are identified based on the services or products that will be transferred to the customer that are both i) capable of being distinct, whereby the customer can benefit from the service or product either on its own or together with other resources that are readily available from third parties or from the Company, and ii) distinct in the context of the contract, whereby the transfer of the services or products is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services or products, the Company applies judgment to determine whether promised services or products are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services or products are accounted for as a combined performance obligation. • Determination of the transaction price - The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services and products to the customer. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts contain a significant financing component. • Allocation of the transaction price to the performance obligations in the contract - If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price, or SSP, basis. • Recognition of revenue when, or as, the Company satisfies a performance obligation - The Company recognizes revenue when control of the services or products are transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or products. The Company records its revenue net of any value added or sales tax. The Company generates sales directly through its sales team and, to a growing extent, through its channel partners. Sales to channel partners are made at a discount and revenues are recorded at this discounted price once all revenue recognition criteria are met. Channel partners generally receive an order from an end-customer prior to placing an order with the Company, and these partners do not carry any inventory of the Company’s products or solutions. Payment from channel partners is not contingent on the partner’s success in sales to end-customers. In the event that the Company offers rebates, joint marketing funds, or other incentive programs to a partner, recorded revenues are reduced by these amounts accordingly. Payment terms on invoiced amounts are typically 30 to 45 days. Disaggregation of Revenue The Company derives its revenue primarily from: (1) subscription service revenue; (2) subscription software revenue, and (3) hardware and services, which include professional service and training revenue provided to customers related to their use of the platform. The following table presents the Company’s revenue disaggregation: Three Months Ended March 31, 2021 2020 Subscription service revenue $ 270,941 $ 236,721 Subscription software revenue 12,671 7,348 Hardware and services 4,219 5,705 Total revenue $ 287,831 $ 249,774 Subscription service revenue Subscription service revenue is derived from a subscription-based enterprise licensing model with contract terms typically ranging from one to three years, and consists of (1) subscription fees from the licensing of the Company’s security-as-a-service platform and it’s various components, (2) subscription fees for software with support and related future updates where the software updates are critical to the customers’ ability to derive benefit from the software due to the fast changing nature of the technology. These function together as one performance obligation, and (3) subscription fees for the right to access the Company’s customer support services for software with significant standalone functionality, managed services and support services for hardware. The hosted on-demand service arrangements do not provide customers with the right to take possession of the software supporting the hosted services. Support revenue is derived from ongoing security updates, upgrades, bug fixes, and maintenance. A time-elapsed method is used to measure progress because the Company transfers control evenly over the contractual period. Accordingly, the fixed consideration related to subscription service revenue is generally recognized on a straight-line basis over the contract term beginning on the date access is provided, as long as other revenue recognition criteria have been met. Most of the Company’s contracts are non-cancelable over the contract term. Customers typically have the right to terminate their contract for cause if the Company fails to perform in accordance with the contractual terms. Some of the Company’s customers have the option to purchase additional subscription services at a stated price. These options are evaluated on a case-by-case basis but generally do not provide a material right as they are priced at or above the Company’s SSP and, as such, would not result in a separate performance obligation. Subscription software revenue Subscription software revenue is primarily derived from term-based software that is deployed on the customers’ own servers and has significant standalone functionality, is recognized upon transfer of control to the customer. The control for subscription software is transferred at the later of delivery to the customer or the software license start date. Hardware and services Hardware revenue consists of amounts derived from the sale of the Company’s on-premise hardware appliance, which is recognized upon passage of control, which occurs upon shipment of the product. Professional services revenue consists of fees associated with consulting, implementation and training services for assisting customers in implementing and expanding the use of the Company’s services and products. These services are distinct from subscription, subscription software licenses and hardware. Professional services do not result in significant customization of the Company’s services and products. The Company recognizes revenue related to the professional services as they are performed. Contracts with multiple performance obligations Most of the Company’s contracts with customers contain multiple performance obligations that are distinct and accounted for separately. The transaction price allocated to subscription services and subscription software that does not have significant standalone functionality is determined by considering factors such as historical pricing practices, and the selling price of hardware and professional services is estimated using a cost-plus model. The selling price for support of a functional subscription software license is calculated as a percentage of functional subscription software license value which is derived by analyzing internal pricing practice, customer expectations, and industry practice. Variable consideration Revenue from sales is recorded at the net sales price, which is the transaction price, and includes estimates of variable consideration. The amount of variable consideration that is included in the transaction price is constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue will not occur when the uncertainty is resolved. If the Company’s services or products do not meet certain service level commitments, the Company’s customers are entitled to receive service credits representing a form of variable consideration. The Company has not historically experienced any significant incidents affecting the defined levels of reliability and performance as required by the Company’s subscription contracts. Accordingly, any estimated refunds related to these contracts in the condensed consolidated financial statements are not material during the periods presented. Unbilled accounts receivables Unbilled accounts receivable represents amounts for which the Company has recognized revenue, pursuant to its revenue recognition policy, for software licenses already delivered and professional services already performed, but billed in arrears and for which the Company believes it has an unconditional right to payment. The unbilled accounts receivable balance, included in accounts receivable in the condensed consolidated balance sheet, was $2,855 Deferred commissions The Company capitalizes sales commissions and associated payroll taxes paid to internal sales personnel, and referral fees paid to independent third-parties, that are incremental to the acquisition of customer contracts. These costs are recorded as deferred commissions on the condensed consolidated balance sheets. The Company determines whether costs should be deferred based on its sales compensation plans, if the commissions are incremental and would not have occurred absent the customer contract. Sales commissions for renewal of a subscription contract are not considered commensurate with the commissions paid for the acquisition of the initial subscription contract given the substantive difference in commission rate between new and renewal contracts. Commissions paid upon the initial acquisition of a contract are amortized over an estimated period of benefit of five years while commissions paid related to renewal contracts are amortized over a contractual renewal period. Amortization is recognized based on the expected future revenue streams under the customer contracts. Amortization of deferred sales commissions is included in sales and marketing expense in the accompanying condensed consolidated statements of operations. The Company determines the period of benefit for commissions paid for the acquisition of the initial subscription contract by taking into consideration its initial estimated customer life and the technological life of the Company’s software and related significant features. The Company classifies deferred commissions as current or long-term based on the timing of when the Company expects to recognize the expense. The Company periodically reviews these deferred commission costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred contract acquisition costs. There were no material impairment losses recorded during the periods presented. For the three months ended March 31, 2021 and 2020, the Company capitalized $20,882 and $15,170 of commission costs, respectively, and amortized $18,051 and $14,633, respectively. Deferred product costs Deferred product costs are the incremental costs to fulfill a contract that are directly associated with each non-cancellable customer contract and primarily consist of royalty payments made to third parties, from whom the Company has obtained licenses to integrate certain software into its products. The deferred product costs are recognized based on the contractual term, and included in cost of revenue in the accompanying condensed consolidated statements of operations. The Company classifies deferred product costs as current or long-term based on the timing of when the Company expects to recognize the expense. For the three months ended March 31, 2021 and 2020, the Company capitalized $980 and $1,176 of deferred product costs, respectively, and amortized $1,021 and $1,119, respectively. Deferred revenue The Company records deferred revenue when cash payments are received, or invoices are issued in advance of the Company’s performance, and generally recognizes revenue over the contractual term. The Company recognized $244,876 and $218,622 of revenue during the three months ended March 31, 2021 and 2020, respectively, that was included in the deferred revenue balances at the beginning of the respective periods. Remaining performance obligations Contracted revenue as of March 31, 2021 that has not yet been recognized (“contracted not recognized”) was $807,580, which includes deferred revenue and non-cancellable amounts that will be invoiced and recognized as revenue in future periods and excludes contracts with an original expected length of one year or less. The Company expects 59 % |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions Acquisitions are accounted for under the purchase method of accounting in which the tangible and identifiable intangible assets and liabilities of each acquired company are recorded at their respective fair values as of each acquisition date, including an amount for goodwill representing the difference between the respective acquisition consideration and fair values of identifiable net assets. The Company believes that for the acquisitions described below, the combined entities will achieve savings in corporate overhead costs and opportunities for growth through expanded geographic and customer segment diversity with the ability to leverage additional products and capabilities. These factors, among others, contributed to purchase prices in excess of the estimated fair values of the acquired companies’ net identifiable assets acquired and, as a result, goodwill was recorded in connection with the acquisitions. Goodwill related to the acquisitions of InteliSecure, Inc. is not deductible for tax purposes. Goodwill related to the acquisition of The Defence Works Limited is deductible for tax purposes. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to value assets acquired and liabilities assumed at the acquisition date, these estimates and assumptions are subject to refinement. When additional information becomes available, such as finalization of negotiations of working capital adjustments and tax related matters, the Company may revise its preliminary purchase price allocation. As a result, during the preliminary purchase price allocation period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Subsequent to the purchase price allocation period, adjustments to assets acquired or liabilities assumed are recognized in the operating results. 2021 Acquisition InteliSecure, Inc. On March 2, 2021 (the “InteliSecure Acquisition Date”), pursuant to the terms of the merger agreement, At the InteliSecure Acquisition Date, the consideration transferred was $59,188, net of cash acquired of $1,612. Of the consideration transferred, $6,000 was held in escrow to secure indemnification obligations, and $3,750 was classified and recorded as contingent consideration on the condensed consolidated balance sheet as of the InteliSecure Acquisition Date. The Company expects to pay the contingent consideration within a year of the balance sheet date depending on the timing of contract assignments following the InteliSecure Acquisition Date and the maximum potential payment amount could be up to $4,500. The fair value of the contingent consideration liability was determined using unobservable inputs as of the acquisition date. These inputs include the estimated amount and timing of future contract assignments, the probability of success and a risk-adjusted discount rate to adjust the probability-weighted cash flows to present value. The Company incurred $1,454 in acquisition-related costs, which were recorded within operating expenses for the three months ended March 31, 2021. The revenue from InteliSecure was not material for the three months ended March 31, 2021, and due to the continued integration of the combined businesses, it was impractical to determine the earnings. Managed service revenue is presented as part of subscription revenue in the Company’s condensed consolidated statements of operations. The Discounted Cash Flow Method was used to value the acquired customer relationships and order backlog. The Cost to Recreate Method was used to value the acquired developed technology. Management applied significant judgment in estimating the fair values of these intangible assets, which involved the use of significant assumptions with respect to forecasted revenue, forecasted operating results and discount rates. The following table summarizes the fair values of tangible assets acquired, liabilities assumed, intangible assets and goodwill: Estimated Fair Value Estimated Useful Life (in years) Current assets $ 5,100 N/A Fixed assets 765 N/A Operating lease right-of-use asset 2,761 N/A Other assets 155 N/A Customer relationships 11,400 7 Order backlog 1,900 2 Core/developed technology 1,800 3 Operating lease liabilities (2,704 ) N/A Deferred revenue (3,866 ) N/A Deferred tax liabilities, net (389 ) N/A Other liabilities (5,705 ) N/A Goodwill 49,583 Indefinite $ 60,800 2020 Acquisition The Defence Works Limited On May 5, 2020, the Company completed its acquisition of The Defence Works Limited. The acquisition brings a library of interactive content to the Company’s security awareness training portfolio and provides the Company’s customers innovative content to support their security education programs. The total consideration was $2,767, of which $766 was allocated to goodwill and $2,400 was allocated to intangible assets. The acquired intangible assets consist of content library which is included within the developed technology assets in Note 4 “Goodwill and Intangible Assets.” Pro forma information has not been presented as the impact of these acquisitions, individually and in the aggregate, was not material to the Company’s condensed financial statements. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 4. Goodwill and Intangible Assets The goodwill activity and balances are presented below: Balance as of December 31, 2020 $ 688,454 Acquisition during the period 49,583 Purchase accounting adjustments — Balance as of March 31, 2021 $ 738,037 Intangible assets, excluding goodwill, consisted of the following: March 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 235,269 $ (162,178 ) $ 73,091 $ 233,469 $ (151,562 ) $ 81,907 Customer relationships 98,600 (42,345 ) 56,255 87,200 (38,896 ) 48,304 Trade names and patents 1,330 (1,199 ) 131 3,730 (3,549 ) 181 Order backlog 1,900 (74 ) 1,826 8,100 (8,100 ) — $ 337,099 $ (205,796 ) $ 131,303 $ 332,499 $ (202,107 ) $ 130,392 Amortization of intangible assets expense was $14,189 and $14,451 for the three months ended March 31, 2021 and 2020, respectively. Future estimated amortization of intangible assets expense as of March 31, 2021 are presented below: Year ending December 31, 2021, remainder $ 42,765 2022 35,239 2023 24,887 2024 15,539 2025 7,667 2026 3,297 Thereafter 1,909 Total $ 131,303 |
Fair Value Measurements and Inv
Fair Value Measurements and Investments | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Investments | 5. Fair Value Measurements and Investments Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. A hierarchy for inputs used in measuring fair value has been defined to minimize the use of unobservable inputs by requiring the use of observable market data when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on active market data. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. The fair value hierarchy prioritizes the inputs into three broad levels: • Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities. The Company’s Level 1 assets generally consist of money market funds. • Level 2: Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. The Company’s Level 2 assets and liabilities generally consist of corporate debt securities, commercial papers, U.S. agency and Treasury securities and convertible senior notes. • Level 3: Unobservable inputs to the valuation methodology that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation. The following tables summarize, for each category of assets or liabilities carried at fair value, the respective fair value as of March 31, 2021 and December 31, 2020 and the classification by level of input within the fair value hierarchy: March 31, 2021 Total Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 842,328 $ 842,328 $ — $ — Total financial assets $ 842,328 $ 842,328 $ — $ — Liabilities Acquisition-related contingent consideration $ 3,750 $ — $ — $ 3,750 December 31, 2020 Total Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 865,924 $ 865,924 $ — $ — Total financial assets $ 865,924 $ 865,924 $ — $ — Based on quoted market prices as of March 31, 2021 and December 31, 2020, the fair value of the 2024 Notes (Note 8) was approximately $998,200 and $1,021,200, respectively, determined using Level 2 inputs as they are not actively traded in markets. The following table represents a reconciliation of the acquisition-related contingent consideration liability measured at fair value on a recurring basis, using significant unobservable inputs (Level 3): Three Months Ended March 31, 2021 Beginning balance $ — Additions during the period 3,750 Payment during the period — Adjustments to fair value during the period recorded in general and administrative expenses — Ending balance $ 3,750 Investments The cost and fair value of the Company’s cash and cash equivalents as of March 31, 2021 and December 31, 2020 were as follows: March 31, 2021 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash and cash equivalents: Cash $ 40,222 $ — $ — $ 40,222 Money market funds 842,328 — — 842,328 Total $ 882,550 $ — $ — $ 882,550 December 31, 2020 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash and cash equivalents: Cash $ 44,355 $ — $ — $ 44,355 Money market funds 865,924 — — 865,924 Total $ 910,279 $ — $ — $ 910,279 The Company reviews its investments on a quarterly basis to identify and evaluate investments that have an indication of possible impairment and has determined that no other-than-temporary impairments were required to be recognized during the three months ended March 31, 2021 and 2020. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | 6. Leases The Company determines if an arrangement is, or contains, a lease at inception. Operating leases are included in operating right-of-use assets and operating lease liabilities in the condensed consolidated balance sheets. The Company does not separate non-lease components from lease components for its real estate and data center leases and instead account for each separate lease component, and non-lease components associated with that lease component, as a single lease component. The Company does not recognize right-of-use assets and lease liabilities for short-term leases, which have a lease term of twelve months or less. The Company has operating leases for corporate offices, research and development facilities, sales and marketing offices, and data centers. The Company’s real estate leases have remaining lease terms for up to ten years, some of which include options to extend the lease period up to ten years. The data center leases have remaining lease terms up to three years, some of which have renewal periods of one year. The components of lease expense were as follows: Three Months Ended March 31, 2021 2020 Operating lease cost $ 10,331 $ 7,108 Short-term lease cost 427 674 Variable lease cost 1,769 1,038 Total lease cost $ 12,527 $ 8,820 Supplemental information related to leases was as follows: Three Months Ended March 31, 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities $ 7,088 $ 9,559 Right-of-use assets obtained in exchange for operating lease obligations $ 8,311 $ 9,535 Weighted-average remaining lease term - operating leases 9 years 5 years Weighted-average discount rate - operating leases 4.64 % 5.00 % Maturities of lease liabilities as of March 31, 2021 were as follows: Operating Leases Year ending December 31, 2021, remainder $ 20,422 2022 39,193 2023 28,751 2024 24,388 2025 23,717 2026 21,817 Thereafter 100,809 Total lease payments 259,097 Less imputed interest (49,026 ) Total $ 210,071 |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | 7. Contingencies Contingencies Under the indemnification provisions of the Company’s customer agreements, the Company agrees to indemnify and defend and hold harmless its customers against, among other things, infringement of any patent, trademark or copyright under any country’s laws or the misappropriation of any trade secret arising from the customers’ legal use of the Company’s solutions. The exposure to the Company under these indemnification provisions is generally limited to the total amount paid by the customers under the applicable customer agreement. However, certain indemnification provisions potentially expose the Company to losses in excess of the aggregate amount paid to the Company by the customer under the applicable customer agreement. To date, there have been no claims against the Company or its customers pursuant to these indemnification provisions. Legal Contingencies From time to time, the Company may be involved in legal proceedings and subject to claims in the ordinary course of business. For lawsuits where the Company is the defendant, the Company is in the process of defending these litigation matters, and while there can be no assurances and the outcomes of these matters are currently not determinable, the Company currently believes that there are no existing claims or proceedings that are likely to have a material adverse effect on the Company’s financial position, results of operations or cash flows. |
Convertible Senior Notes
Convertible Senior Notes | 3 Months Ended |
Mar. 31, 2021 | |
Senior Longterm Notes Current And Noncurrent [Abstract] | |
Convertible Senior Notes | 8. Convertible Senior Notes Effective January 1, 2021, the Company adopted ASU No. 2020-06 using the full retrospective method. Under this method, the Company is presenting the consolidated financial statements as of December 31, 2020, and for the three months ended March 31, 2020, as if ASU 2020-06 had been effective for these periods beginning on January 1, 2020. ASU 2020-06 removed the liability and equity separation model for the Company’s Senior Convertible Notes. As a result, the Company no longer separately presents in stockholder’s equity the embedded conversion feature for its Senior Convertible Notes and accounts for the Notes as a single liability instrument. The embedded conversion feature is no longer being amortized as interest expense over the life of the 2024 Notes. As of January 1, 2020, the Company recorded a $163,023 reduction to additional paid-in-capital to remove the equity component of the Senior Convertible Notes from its balance sheet and a $40,500 cumulative reduction to accumulated deficit related to non-cash debt discount amortization recognized in periods prior to the adoption of ASU 2020-06, which resulted in a corresponding reduction of $122,523 to the debt discount associated with the Senior Convertible Notes. Select condensed consolidated balance sheet line items, which reflect the adoption of the new guidance, are as follows: December 31, 2020 As Previously Reported Adjustments As Adjusted Liabilities and Stockholders’ Equity Convertible senior notes $ 783,561 $ 122,523 $ 906,084 Total liabilities $ 2,056,966 $ 122,523 $ 2,179,489 Stockholders’ equity Additional paid-in capital $ 1,470,497 $ (163,023 ) $ 1,307,474 Accumulated deficit $ (889,403 ) $ 40,500 $ (848,903 ) Total stockholders’ equity $ 441,744 $ (122,523 ) $ 319,221 Select unaudited condensed consolidated statements of operations line items, which reflect the adoption of the new guidance, are as follows: Three Months Ended March 31, 2020 As Previously Reported Adjustments As Adjusted Operating loss $ (41,769 ) $ — $ (41,769 ) Interest expense $ (8,920 ) $ 7,396 $ (1,524 ) Net loss $ (74,237 ) $ 7,396 $ (66,841 ) Net loss per share, basic and diluted $ (1.30 ) $ 0.13 $ (1.17 ) Select unaudited condensed consolidated statement of cash flows line items, which reflect the adoption of the new guidance are as follows: Three Months Ended March 31, 2020 As Previously Reported Adjustments As Adjusted Cash flows from operating activities Net loss $ (74,237 ) $ 7,396 $ (66,841 ) Adjustments to reconcile net loss to net cash provided by operating activities: Amortization of debt issuance costs and accretion of debt discount $ 8,345 $ (7,396 ) $ 949 Net cash provided by operating activities $ 92,174 $ — $ 92,174 0.25% Convertible Senior Notes due 2024 On August 23, 2019, the Company issued $920,000 aggregate principal amount of 0.25% Convertible Senior Notes due 2024 (the “2024 Notes”). The offering represented $800,000 aggregate principal amount of the 2024 Notes plus the full exercise of the initial buyers’ option to purchase up to an additional $ 120,000 aggregate principal amount. The net proceeds after the agent’s discount and issuance costs of $ 19,065 from the 2024 Notes offering were approximately $ 900,935 . The Company used $ 84,871 of the net proceeds from the offering to pay the cost of the capped call transactions described below. The Company expects to use the remaining net proceeds for general corporate purposes, which may include acquisitions or other strategic transactions . The 2024 Notes are senior unsecured, unsubordinated obligations of the Company. The 2024 Notes bear interest at 0.25 % per year, payable semi-annually in arrears every February 15 and August 15, beginning on February 15, 2020. The 2024 Notes mature on August 15, 2024, unless repurchased, redeemed or converted in accordance with their terms prior to such date. The initial conversion rate is 6.4941 shares of the Company’s common stock per $1 principal amount of the 2024 Notes, which equates to an initial conversion price of $153.99 per share of common stock. Throughout the term of the 2024 Notes, the conversion rate may be adjusted upon the occurrence of certain events. At the Company’s option, on or after August 20, 2022, the Company will be able to redeem all or a portion of the 2024 Notes at 100% of the principal amount, plus any accrued and unpaid interest, under certain conditions. The Company may redeem the 2024 Notes in shares of the Company’s common stock, cash, or some combination of each. P rior to April 15, 2024, the 2024 Notes will be convertible at the option of the holders only upon the satisfaction of certain conditions and during certain periods upon the following circumstances: • during any calendar quarter commencing after December 31, 2019, if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the preceding calendar quarter is greater than or equal to 130% of the applicable conversion price on each such trading day; • during the five business day period after any five consecutive trading day period in which the trading price per $1 principal amount of the 2024 Notes for each trading day of that five day consecutive trading day period was less than 98% of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on each such trading day; • upon a notice of redemption in which case, the Company will increase the conversion rate for the 2024 Notes so surrendered for conversion in connection with such redemption notice in accordance with the indenture; or • upon the occurrence of specified corporate transactions, as described in the indenture. On or after April 15, 2024, holders may convert their 2024 Notes at the applicable conversion rate at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. Holders of the 2024 Notes also have the right to require the Company to repurchase all or a portion of the 2024 Notes at 100% of the principal amount, plus accrued and unpaid interest, if any, upon the occurrence of certain fundamental changes to the Company. The following table represents the carrying value of the 2024 Notes as of March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 Liability component: Principal $ 920,000 $ 920,000 Less: debt discount and issuance costs, net of amortization (12,963 ) (13,916 ) Net carrying amount $ 907,037 $ 906,084 Capped Calls In connection with the issuance of the 2024 Notes, including the initial purchasers’ exercise of the option to purchase additional 2024 Notes, the Company entered into privately negotiated capped call transactions with certain counterparties (the “Capped Calls”). The Capped Calls are expected to reduce potential dilution to the Company’s common stock upon conversion of the 2024 Notes and/or offset any cash payments that the Company is required to make in excess of the principal amount of the converted 2024 Notes, as the case may be, with such reduction and/or offset subject to a cap. The Capped Calls have a cap price equal to $223.98 per share, subject to certain adjustments, and expire on August 15, 2024. The Capped Calls are subject to adjustment upon the occurrence of specified extraordinary events affecting the Company, including merger events, tender offers and announcement events. In addition, the Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the Capped Calls, including nationalization, insolvency or delisting, changes in law, failures to deliver, insolvency filings and hedging disruptions. For accounting purposes, the Capped Calls are separate transactions, and not part of the terms of the 2024 Notes. As these transactions meet certain accounting criteria, the Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives. The premium paid for the purchase of the Capped Calls in the amount of $83,720 and related issuance cost of $1,151 have been recorded as a reduction to additional paid-in capital and will not be remeasured. For the three months ended March 31, 2021 and 2020, the effective interest rate was 0.67% and the Company incurred the following expenses related to the 2024 Notes: Three Months Ended March 31, 2021 2020 Interest expense related to contractual interest coupon $ 575 $ 575 Amortization of debt discount and issuance costs 953 949 Total $ 1,528 $ 1,524 |
Stockholder's Equity
Stockholder's Equity | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stockholder's Equity | 9. Stockholder’s Equity Stock-Based Compensation Plans On March 30, 2012, the Company’s board of directors (the “Board of Directors” or the “Board”) and the Company’s stockholders approved the 2012 Equity Incentive Plan (the “2012 Plan”), which became effective in April 2012. The 2012 Plan was amended, effective June 2019, when the Company’s stockholders approved an Amended and Restated 2012 Equity Incentive Plan (the “Amended 2012 Plan”) at the annual meeting of the stockholders on June 6, 2019. The Company has nine equity incentive plans: the Company’s 2002 stock option plan (the “2002 Plan”), the Amended 2012 Plan and seven plans assumed by the Company upon various business acquisitions. The assumed plans are the Cloudmark plan, the WebLife plan, the Meta Networks plan, the ObserveIT plan, the InteliSecure plan and two FireLayers plans. Upon the Company’s initial public offering, all shares that were reserved under the 2002 Plan but not issued, and shares issued but subsequently returned to the plan through forfeitures, cancellations and repurchases became part of the 2012 Plan and no further shares will be granted pursuant to the 2002 Plan. No further shares will be granted pursuant to the assumed plans. All outstanding stock awards under the 2002 Plan, the assumed plans and Amended 2012 Plan will continue to be governed by their existing terms. Under the Amended 2012 Plan, the Company has the ability to issue incentive stock options (“ISOs”), nonstatutory stock options (“NSOs”), restricted stock awards, stock bonus awards, stock appreciation rights (“SARs”), restricted stock units (“RSUs”), and performance stock units (“PSUs”). The Amended 2012 Plan also allows direct issuance of common stock to employees, outside directors and consultants at prices equal to the fair market value at the date of grant of options or issuance of common stock. Additionally, the Amended 2012 Plan provides for the grant of performance cash awards to employees, directors and consultants. The Company has the right to repurchase any unvested shares (at the option exercise price) of common stock issued directly or under option exercises. The right of repurchase generally expires over the vesting period. Stock bonus and other liability awards are accounted for as liability-classified awards, because the obligations are based predominantly on fixed monetary amounts that are generally known at the inception of the obligation, to be settled with a variable number of shares of the Company’s common stock. Under the equity incentive plans, the term of an option grant shall not exceed ten years from the date of its grant and options generally vest over a three to four-year three to five-year The Company net-share settles equity awards held by employees by withholding shares upon vesting to satisfy tax withholding obligations. The shares withheld to satisfy employee tax withholding obligations are returned to the Company’s Amended 2012 Plan and will be available for future issuance. Payments for employee’s tax obligations to the tax authorities are recognized as a reduction to additional paid-in capital and reflected as financing activities in the Company’s consolidated statements of cash flows. Stock Options There were no options granted during the three months ended March 31, 2021 and 2020. The Company realized no income tax benefit from stock option exercises in each of the periods presented due to recurring losses and the valuation allowances for deferred tax assets. Stock option activity under the Plan was as follows: Shares Subject to Options Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Balance at December 31, 2020 821 $ 33.25 3.56 $ 84,699 Options exercised (55 ) 14.02 Options forfeited and expired (4 ) 19.26 Balance at March 31, 2021 762 $ 34.71 3.37 $ 69,381 The total intrinsic value of options exercised was $6,424 and $7,936 for the three months ended March 31, 2021 and 2020, respectively. The fair value of option grants that vested was $1,068 and $2,965 for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, the Company had unamortized stock-based compensation expense of $2,416 related to stock options that will be recognized over the average remaining vesting term of the options of 1.31 years. Restricted Stock and Performance Stock Units A following table summarizes the activity of RSUs and PSUs: RSUs and PSUs Outstanding Number of Shares Granted Fair Value Per Unit Awarded and unvested at December 31, 2020 4,382 $ 105.21 Awards assumed per business acquisition 77 122.03 Awards granted 1,782 126.89 Awards vested (529 ) 107.70 Awards forfeited (122 ) 110.66 Awarded and unvested at March 31, 2021 5,590 $ 112.00 As of March 31, 2021, there was $441,015 of unamortized stock-based compensation expense related to unvested RSUs, which is expected to be recognized over a weighted average period of 3.69 years. The Company granted 348 shares of PSUs in the three months ended March 31, 2021. The Company granted 152 shares of PSUs in the three months ended March 31, 2020. The PSU and restricted shares vesting conditions were based on individual performance targets. Unamortized stock-based compensation expense was $40,263 as of March 31, 2021. Stock Bonus Awards and Other Liability Awards The total accrued liability for the stock bonus awards and other liability awards was $3,957 and $12,480 as of March 31, 2021 and December 31, 2020, respectively. During the three months ended March 31, 2021 and 2020, 103 and 125 shares, respectively, of common stock earned under the stock bonus program were issued. Stock-based compensation expense related to stock bonus program was $3,957 and $3,763 for the three months ended March 31, 2021 and 2020, respectively. Employee Stock Purchase Plan On March 30, 2012, the Board of Directors and the Company’s stockholders approved the 2012 Employee Stock Purchase Plan (the “ESPP”), which became effective in April 2012. A total of 745 shares of the Company’s common stock were initially reserved for future issuance under the ESPP. The number of shares reserved for issuance under the ESPP increased automatically on January 1 of each of the first eight years commencing with 2013 by the number of shares equal to 1% of the Company’s shares outstanding on the immediately preceding December 31, but not to exceed 1,490 shares, unless the Board of Directors, in its discretion, determines to make a smaller increase. As of March 31, 2021, there were 2,410 shares of the Company’s common stock available for future issuance under the ESPP. As of March 31, 2021, the Company expects to recognize $1,336 of the total unamortized compensation cost related to employee purchases under the ESPP over a weighted average period of 0.13 years. Restricted Stock and Deferred Shares As part of the WebLife acquisition in 2017, 107 shares were deferred for certain key employees with the total fair value of $9,652, and a vesting period between three and four years. The Company recognized $2,920 and $602 of stock-based compensation in the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, there was $81 of unamortized stock-based compensation expense related to the unvested deferred shares. The deferred shares are subject to forfeiture if employment terminates prior to the lapse of the deferral date and are expensed over the vesting period. As part of the acquisition of Wombat Security Technologies, Inc. in 2018, 51 shares were deferred for certain key employees with the total fair value of $5,458, and a vesting period of two years. The Company recognized $382 of stock-based compensation in the three months ended March 31, 2020. As of March 31, 2020, all shares were fully vested. As part of the Meta Networks acquisition in 2019, 72 shares were deferred for certain key employees with the total fair value of $8,338 allocated to post-combination expense, and a vesting period of three years. The Company recognized $684 and $692 of stock-based compensation in the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, there was $3,124 of unamortized stock-based compensation expense related to the unvested deferred shares. The deferred shares are subject to forfeiture if employment terminates prior to the lapse of the deferral date and are expensed over the vesting period. They are considered issued and outstanding shares of the Company at the acquisition date and have the same rights as other shares of common stock. Share Repurchase Program On August 27, 2020, the Board of Directors approved a share repurchase program under which the Company is authorized to repurchase up to $300,000 of the Company’s common stock (the “Repurchase Program”). Repurchases under the Repurchase Program may be made through open market purchases (including through trading plans administered under pre-determined purchasing criteria), block trades and/or privately negotiated transactions, subject to market conditions, applicable legal requirements, and other relevant factors. The timing, volume and nature of the repurchases are at the discretion of management, based on its evaluation of the capital needs of the Company, market conditions, applicable legal requirements and other factors. The Repurchase Program does not have an expiration date and may be suspended or discontinued by the Company at any time without prior notice. During the three months ended March 31, 2021, the Company repurchased 209 shares of common stock under the Repurchase Program in open market transactions at an average price of $124.87 per share, for an aggregate purchase price of $26,087. As of March 31, 2021, $134,557 remained available for future share repurchases under the Repurchase Program. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 10. Net Loss per Share Basic net loss per share of common stock is calculated by dividing the net loss by the weighted‑average number of shares of common stock outstanding for the period. The weighted‑average number of shares of common stock used to calculate basic net loss per share of common stock excludes those shares subject to repurchase related to stock options or restricted stock that were exercised or issued prior to vesting as these shares are not deemed to be issued for accounting purposes until they vest. Diluted net loss per share of common stock is computed by dividing the net loss using the weighted‑average number of shares of common stock, excluding common stock subject to repurchase, and, if dilutive, potential shares of common stock outstanding during the period. Basic and diluted net loss per common share was the same for all periods presented as the impact of all potentially dilutive securities outstanding was anti-dilutive. The following table presents the potentially dilutive common shares outstanding that were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive: March 31, 2021 March 31, 2020 Stock options to purchase common stock 762 954 Restricted stock units 5,590 5,091 Employee stock purchase plan 214 157 Common stock subject to repurchase 64 156 Bonus and other liability awards 31 32 2024 Notes 5,975 5,975 Total 12,636 12,365 |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | 11. Segment Reporting Operating segments are reported in a manner consistent with the internal reporting supported and defined by the components of an enterprise about which separate financial information is available, provided and is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company’s Chief Executive Officer reviews financial information presented on a consolidated basis. The Company has one business activity, and there are no segment managers who are held accountable for operations, operating results and plans for levels or components below the consolidated unit level. Accordingly, the Company determined that it has one operating and reportable segment. The following sets forth total revenue by geographic area. Revenue by geographic area is based upon the billing address of the customer: Three Months Ended March 31, 2021 2020 Total revenue: United States $ 222,630 $ 198,625 Rest of world 65,201 51,149 Total revenue $ 287,831 $ 249,774 Long-lived tangible assets by geographic area are presented below: March 31, 2021 December 31, 2020 Long-lived assets: United States $ 93,117 $ 96,356 Rest of world 14,575 14,674 Total long-lived assets $ 107,692 $ 111,030 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The Company’s quarterly provision for income taxes is based on an estimated effective annual income tax rate. The Company’s quarterly provision for income taxes also includes the tax impact of certain unusual or infrequently occurring items, if any, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur. Income tax expense for the three months ended March 31, 2021 was $2,094 on pre-tax losses of $43,225. The Company recognized income tax expense of $28,169 on pre-tax losses of $38,672 for the three months ended March 31, 2020. The income tax rate for the three months ended March 31, 2021 varied from the United States statutory income tax rate primarily due to valuation allowances in the United States whereby pre-tax losses and income do not result in the recognition of corresponding income tax benefits and expenses. The income tax rate for the three months ended March 31, 2020 varied from the United States statutory income tax rate primarily due to valuation allowances in the United States whereby pre-tax losses and income do not result in the recognition of corresponding income tax benefits and expenses and also due to the recognition of a $26,989 tax expense related to the transfer of certain intellectual property rights from the Company’s wholly owned subsidiary in Israel to the United States. The Company’s effective tax rate for the three months ended March 31, 2021 and 2020 was negative 5% and negative 73%, respectively. The Company reviews the likelihood that it will realize the benefit of its deferred tax assets and, therefore, the need for valuation allowances, on a quarterly basis. There is no corresponding income tax benefit recognized with respect to losses incurred and no corresponding income tax expense recognized with respect to earnings generated in jurisdictions with a valuation allowance. This causes variability in the Company’s effective tax rate. The Company intends to maintain the valuation allowances until it is more likely than not that the net deferred tax assets will be realized. As of March 31, 2021, the Company’s gross uncertain tax benefits totaled $54,901, excluding related accrued interest and penalties of $2,225. As of March 31, 2021, $34,104 of the Company’s uncertain tax benefits, including related accrued interest and penalties, would impact the effective tax rate if recognized. During the three months ended March 31, 2021, the Company’s gross uncertain tax benefits decreased $132. The decrease is comprised of a $1,206 decrease for tax positions taken in prior periods, offset by a $1,074 increase for tax positions taken in the current period. The Company is currently under audit by the Israel Tax Authority for tax years 2016 through 2018. Due to the audit by the Israel Tax Authority it is reasonably possible that the Company’s uncertain tax positions could change within the next 12 months. An estimate of the range of any change cannot be made. The Company believes it has recorded all appropriate provisions for all jurisdictions and open years. However, the Company can give no assurance that taxing authorities will not propose adjustments that would increase its tax liabilities. The Company is not currently under audit by the IRS or any similar taxing authority in any other material jurisdiction. The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted by the United States on March 27, 2020. The CARES Act did not have a material impact on the Company’s provision for income taxes for the three months ended March 31, 2021. |
Defined Contribution Plan
Defined Contribution Plan | 3 Months Ended |
Mar. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Defined Contribution Plan | 13. Defined Contribution Plan The Company’s tax-deferred savings plan is qualified under Section 401(k) of the United States Internal Revenue Code. Employees may make voluntary, tax-deferred contributions to the 401(k) Plan up to the statutorily prescribed annual limit. The Company makes discretionary matching contributions to the 401(k) Plan on behalf of employees up to the limit determined by the Board of Directors. The Company contributed $1,964 and $1,649 |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | 14. Subsequent Event On April 25, 2021, the Company entered into the Merger Agreement with Parent and Merger Sub, providing for the Company’s acquisition by affiliates of funds advised by private equity investment firm Thoma Bravo, L.P. As a result of the Merger, each share of the Company’s common stock outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (subject to certain exceptions, including shares of common stock owned by stockholders of the Company who have not voted in favor of the adoption of the Merger Agreement and have properly exercised appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) will, at the Effective Time, automatically be converted into the right to receive $176.00 in cash, subject to applicable withholding taxes. Completion of the Merger is subject to certain closing conditions, including (1) the adoption of the Merger Agreement by a majority of the holders of the outstanding shares of common stock, (2) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the approval of the Merger under other applicable antitrust and foreign investment approvals, (3) the absence of any order, injunction or law prohibiting the Merger, (4) the accuracy of the other party’s representations and warranties, subject to certain materiality standards set forth in the Merger Agreement, (5) compliance in all material respects with the other party’s obligations under the Merger Agreement, and (6) no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred since the date of the Merger Agreement. The parties expect the transaction to close in the third quarter of 2021. Until 11:59 p.m. (Eastern time) on June 9, 2021 (referred to as the “go-shop” period), the Company has the right to, among other things, (1) solicit alternative acquisition proposals, (2) provide information (including nonpublic information) to third parties in connection therewith pursuant to an acceptable confidentiality agreement, and (3) initiate or continue discussions with third parties in connection therewith. From and after June 9, 2021, the Company must comply with customary non-solicitation restrictions. Subject to certain customary “fiduciary out” exceptions, the Board is required to recommend that the Company’s stockholders adopt the Merger Agreement. If the Merger Agreement is terminated in certain other circumstances, including by the Company in order to enter into a superior proposal or by Parent because the Board withdraws its recommendation in favor of the Merger, the Company would be required to pay Parent a termination fee of $368,900; provided that a lower fee of $122,980 will apply with respect to a termination to enter into a superior proposal during the “go-shop” period. |
The Company and Summary of Si_2
The Company and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation These condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. These condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures have been condensed or omitted pursuant to such rules and regulations. The accompanying Condensed Consolidated Balance Sheet as of December 31, 2020 is derived from audited financial statements as of that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the periods presented. Certain prior period amounts have been adjusted due to adoption of Accounting Standards Update No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). Refer to Note 8 “Convertible Senior Notes” for more information. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for other interim periods or for future years. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC. The Company’s significant accounting policies are described in Note 1 to those audited consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of 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 financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates and such difference may be material to the financial statements. Due to the Coronavirus (“COVID-19”) pandemic, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of March 31, 2021. These estimates may change, as new events occur and additional information is obtained, as well as other factors related to COVID-19 that could result in material impacts to our consolidated financial statements in future reporting periods. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the purchase price of the acquired enterprise over the fair value of identifiable assets acquired and liabilities assumed. The Company performs an annual goodwill impairment test during the fourth quarter of a calendar year and more frequently if an event or circumstances indicates that impairment may have occurred. For the purposes of impairment testing, the Company has determined that it has one operating segment and one reporting unit. To test goodwill for impairment, the Company compares the reporting unit’s carrying value with its fair value. If the carrying value of the reporting unit exceeds the reporting unit’s fair value, then the impairment charge equal to the difference is recorded; however, the loss recognized would not exceed the total amount of goodwill allocated to the reporting unit. The identification and measurement of goodwill impairment involves the estimation of the fair value of the Company. No impairment indicators were identified by the Company as of March 31, 2021. Intangible assets consist of developed technology, customer relationships, trademarks and patents, and order backlog. The values assigned to intangibles are based on estimates and judgments regarding expectations for success and life cycle of solutions and technologies acquired. Intangible assets are amortized on a straight-line basis over their estimated lives, which approximate the pattern in which the economic benefits of the intangible assets are consumed, as follows (in years): Low High Developed technology 2 7 Customer relationships 2 8 Trade names and trademarks 1 5 Patents 4 5 Order backlog 1 3 |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes all changes in equity that are not the result of transactions with stockholders. The Company’s comprehensive loss consists of its net loss and changes in unrealized gains (losses) from its available-for-sale investments. The Company had no material reclassifications out of accumulated other comprehensive income into net loss for the three months ended March 31, 2021 and 2020. |
New Accounting Pronouncements | In August 2020, the Financial Accounting Standards Board ("FASB") The Company adopted ASU 2020-06 effective January 1, 2021 using the full retrospective transition method. Refer to Note 8 “Convertible Senior Notes” regarding the impact of adoption of ASU 2020-06 on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
Leases | The Company determines if an arrangement is, or contains, a lease at inception. Operating leases are included in operating right-of-use assets and operating lease liabilities in the condensed consolidated balance sheets. The Company does not separate non-lease components from lease components for its real estate and data center leases and instead account for each separate lease component, and non-lease components associated with that lease component, as a single lease component. The Company does not recognize right-of-use assets and lease liabilities for short-term leases, which have a lease term of twelve months or less. |
Revenue, Deferred Revenue and_2
Revenue, Deferred Revenue and Deferred Contract Costs (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | Subscription service revenue Subscription service revenue is derived from a subscription-based enterprise licensing model with contract terms typically ranging from one to three years, and consists of (1) subscription fees from the licensing of the Company’s security-as-a-service platform and it’s various components, (2) subscription fees for software with support and related future updates where the software updates are critical to the customers’ ability to derive benefit from the software due to the fast changing nature of the technology. These function together as one performance obligation, and (3) subscription fees for the right to access the Company’s customer support services for software with significant standalone functionality, managed services and support services for hardware. The hosted on-demand service arrangements do not provide customers with the right to take possession of the software supporting the hosted services. Support revenue is derived from ongoing security updates, upgrades, bug fixes, and maintenance. A time-elapsed method is used to measure progress because the Company transfers control evenly over the contractual period. Accordingly, the fixed consideration related to subscription service revenue is generally recognized on a straight-line basis over the contract term beginning on the date access is provided, as long as other revenue recognition criteria have been met. Most of the Company’s contracts are non-cancelable over the contract term. Customers typically have the right to terminate their contract for cause if the Company fails to perform in accordance with the contractual terms. Some of the Company’s customers have the option to purchase additional subscription services at a stated price. These options are evaluated on a case-by-case basis but generally do not provide a material right as they are priced at or above the Company’s SSP and, as such, would not result in a separate performance obligation. Subscription software revenue Subscription software revenue is primarily derived from term-based software that is deployed on the customers’ own servers and has significant standalone functionality, is recognized upon transfer of control to the customer. The control for subscription software is transferred at the later of delivery to the customer or the software license start date. Hardware and services Hardware revenue consists of amounts derived from the sale of the Company’s on-premise hardware appliance, which is recognized upon passage of control, which occurs upon shipment of the product. Professional services revenue consists of fees associated with consulting, implementation and training services for assisting customers in implementing and expanding the use of the Company’s services and products. These services are distinct from subscription, subscription software licenses and hardware. Professional services do not result in significant customization of the Company’s services and products. The Company recognizes revenue related to the professional services as they are performed. |
Contracts With Multiple Performance Obligations | Contracts with multiple performance obligations Most of the Company’s contracts with customers contain multiple performance obligations that are distinct and accounted for separately. The transaction price allocated to subscription services and subscription software that does not have significant standalone functionality is determined by considering factors such as historical pricing practices, and the selling price of hardware and professional services is estimated using a cost-plus model. The selling price for support of a functional subscription software license is calculated as a percentage of functional subscription software license value which is derived by analyzing internal pricing practice, customer expectations, and industry practice. |
Variable Consideration | Variable consideration Revenue from sales is recorded at the net sales price, which is the transaction price, and includes estimates of variable consideration. The amount of variable consideration that is included in the transaction price is constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue will not occur when the uncertainty is resolved. If the Company’s services or products do not meet certain service level commitments, the Company’s customers are entitled to receive service credits representing a form of variable consideration. The Company has not historically experienced any significant incidents affecting the defined levels of reliability and performance as required by the Company’s subscription contracts. Accordingly, any estimated refunds related to these contracts in the condensed consolidated financial statements are not material during the periods presented. |
Unbilled Accounts Receivables | Unbilled accounts receivables |
Deferred Commissions | Deferred commissions The Company capitalizes sales commissions and associated payroll taxes paid to internal sales personnel, and referral fees paid to independent third-parties, that are incremental to the acquisition of customer contracts. These costs are recorded as deferred commissions on the condensed consolidated balance sheets. The Company determines whether costs should be deferred based on its sales compensation plans, if the commissions are incremental and would not have occurred absent the customer contract. Sales commissions for renewal of a subscription contract are not considered commensurate with the commissions paid for the acquisition of the initial subscription contract given the substantive difference in commission rate between new and renewal contracts. Commissions paid upon the initial acquisition of a contract are amortized over an estimated period of benefit of five years while commissions paid related to renewal contracts are amortized over a contractual renewal period. Amortization is recognized based on the expected future revenue streams under the customer contracts. Amortization of deferred sales commissions is included in sales and marketing expense in the accompanying condensed consolidated statements of operations. The Company determines the period of benefit for commissions paid for the acquisition of the initial subscription contract by taking into consideration its initial estimated customer life and the technological life of the Company’s software and related significant features. The Company classifies deferred commissions as current or long-term based on the timing of when the Company expects to recognize the expense. The Company periodically reviews these deferred commission costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred contract acquisition costs. There were no material impairment losses recorded during the periods presented. |
Deferred Product Costs | Deferred product costs Deferred product costs are the incremental costs to fulfill a contract that are directly associated with each non-cancellable customer contract and primarily consist of royalty payments made to third parties, from whom the Company has obtained licenses to integrate certain software into its products. The deferred product costs are recognized based on the contractual term, and included in cost of revenue in the accompanying condensed consolidated statements of operations. The Company classifies deferred product costs as current or long-term based on the timing of when the Company expects to recognize the expense. |
Deferred Revenue | Deferred revenue |
The Company and Summary of Si_3
The Company and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Estimated Useful Life of Intangible Assets | Intangible assets are amortized on a straight-line basis over their estimated lives, which approximate the pattern in which the economic benefits of the intangible assets are consumed, as follows (in years): Low High Developed technology 2 7 Customer relationships 2 8 Trade names and trademarks 1 5 Patents 4 5 Order backlog 1 3 |
Revenue, Deferred Revenue and_3
Revenue, Deferred Revenue and Deferred Contract Costs (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Disaggregation of Revenue | The following table presents the Company’s revenue disaggregation: Three Months Ended March 31, 2021 2020 Subscription service revenue $ 270,941 $ 236,721 Subscription software revenue 12,671 7,348 Hardware and services 4,219 5,705 Total revenue $ 287,831 $ 249,774 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
InteliSecure, Inc | |
Business Acquisition [Line Items] | |
Summary of the Fair Values of Tangible Assets Acquired, Liabilities Assumed, Intangible Assets and Goodwill | The following table summarizes the fair values of tangible assets acquired, liabilities assumed, intangible assets and goodwill: Estimated Fair Value Estimated Useful Life (in years) Current assets $ 5,100 N/A Fixed assets 765 N/A Operating lease right-of-use asset 2,761 N/A Other assets 155 N/A Customer relationships 11,400 7 Order backlog 1,900 2 Core/developed technology 1,800 3 Operating lease liabilities (2,704 ) N/A Deferred revenue (3,866 ) N/A Deferred tax liabilities, net (389 ) N/A Other liabilities (5,705 ) N/A Goodwill 49,583 Indefinite $ 60,800 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill Activity and Balances | The goodwill activity and balances are presented below: Balance as of December 31, 2020 $ 688,454 Acquisition during the period 49,583 Purchase accounting adjustments — Balance as of March 31, 2021 $ 738,037 |
Components of Intangible Assets, Excluding Goodwill | Intangible assets, excluding goodwill, consisted of the following: March 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology $ 235,269 $ (162,178 ) $ 73,091 $ 233,469 $ (151,562 ) $ 81,907 Customer relationships 98,600 (42,345 ) 56,255 87,200 (38,896 ) 48,304 Trade names and patents 1,330 (1,199 ) 131 3,730 (3,549 ) 181 Order backlog 1,900 (74 ) 1,826 8,100 (8,100 ) — $ 337,099 $ (205,796 ) $ 131,303 $ 332,499 $ (202,107 ) $ 130,392 |
Future Estimated Amortization Cost of Intangible Assets | Future estimated amortization of intangible assets expense as of March 31, 2021 are presented below: Year ending December 31, 2021, remainder $ 42,765 2022 35,239 2023 24,887 2024 15,539 2025 7,667 2026 3,297 Thereafter 1,909 Total $ 131,303 |
Fair Value Measurements and I_2
Fair Value Measurements and Investments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets or Liabilities Carried at Fair Value | The following tables summarize, for each category of assets or liabilities carried at fair value, the respective fair value as of March 31, 2021 and December 31, 2020 and the classification by level of input within the fair value hierarchy: March 31, 2021 Total Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 842,328 $ 842,328 $ — $ — Total financial assets $ 842,328 $ 842,328 $ — $ — Liabilities Acquisition-related contingent consideration $ 3,750 $ — $ — $ 3,750 December 31, 2020 Total Level 1 Level 2 Level 3 Assets Cash equivalents: Money market funds $ 865,924 $ 865,924 $ — $ — Total financial assets $ 865,924 $ 865,924 $ — $ — |
Reconciliation of the Acquisition-Related Contingent Consideration Liability Measured at Fair Value | The following table represents a reconciliation of the acquisition-related contingent consideration liability measured at fair value on a recurring basis, using significant unobservable inputs (Level 3): Three Months Ended March 31, 2021 Beginning balance $ — Additions during the period 3,750 Payment during the period — Adjustments to fair value during the period recorded in general and administrative expenses — Ending balance $ 3,750 |
Summary of Cost and Fair Value of Cash and Cash Equivalents | The cost and fair value of the Company’s cash and cash equivalents as of March 31, 2021 and December 31, 2020 were as follows: March 31, 2021 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash and cash equivalents: Cash $ 40,222 $ — $ — $ 40,222 Money market funds 842,328 — — 842,328 Total $ 882,550 $ — $ — $ 882,550 December 31, 2020 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash and cash equivalents: Cash $ 44,355 $ — $ — $ 44,355 Money market funds 865,924 — — 865,924 Total $ 910,279 $ — $ — $ 910,279 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Component of Lease Expense and Supplemental Information Related to Leases | The components of lease expense were as follows: Three Months Ended March 31, 2021 2020 Operating lease cost $ 10,331 $ 7,108 Short-term lease cost 427 674 Variable lease cost 1,769 1,038 Total lease cost $ 12,527 $ 8,820 Supplemental information related to leases was as follows: Three Months Ended March 31, 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities $ 7,088 $ 9,559 Right-of-use assets obtained in exchange for operating lease obligations $ 8,311 $ 9,535 Weighted-average remaining lease term - operating leases 9 years 5 years Weighted-average discount rate - operating leases 4.64 % 5.00 % |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities as of March 31, 2021 were as follows: Operating Leases Year ending December 31, 2021, remainder $ 20,422 2022 39,193 2023 28,751 2024 24,388 2025 23,717 2026 21,817 Thereafter 100,809 Total lease payments 259,097 Less imputed interest (49,026 ) Total $ 210,071 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Senior Longterm Notes Current And Noncurrent [Abstract] | |
Select Condensed Consolidated Balance Sheet, Statements of Operations and Cash Flows Line Items Which Reflect Adoption of New Standard | Select condensed consolidated balance sheet line items, which reflect the adoption of the new guidance, are as follows: December 31, 2020 As Previously Reported Adjustments As Adjusted Liabilities and Stockholders’ Equity Convertible senior notes $ 783,561 $ 122,523 $ 906,084 Total liabilities $ 2,056,966 $ 122,523 $ 2,179,489 Stockholders’ equity Additional paid-in capital $ 1,470,497 $ (163,023 ) $ 1,307,474 Accumulated deficit $ (889,403 ) $ 40,500 $ (848,903 ) Total stockholders’ equity $ 441,744 $ (122,523 ) $ 319,221 Select unaudited condensed consolidated statements of operations line items, which reflect the adoption of the new guidance, are as follows: Three Months Ended March 31, 2020 As Previously Reported Adjustments As Adjusted Operating loss $ (41,769 ) $ — $ (41,769 ) Interest expense $ (8,920 ) $ 7,396 $ (1,524 ) Net loss $ (74,237 ) $ 7,396 $ (66,841 ) Net loss per share, basic and diluted $ (1.30 ) $ 0.13 $ (1.17 ) Select unaudited condensed consolidated statement of cash flows line items, which reflect the adoption of the new guidance are as follows: Three Months Ended March 31, 2020 As Previously Reported Adjustments As Adjusted Cash flows from operating activities Net loss $ (74,237 ) $ 7,396 $ (66,841 ) Adjustments to reconcile net loss to net cash provided by operating activities: Amortization of debt issuance costs and accretion of debt discount $ 8,345 $ (7,396 ) $ 949 Net cash provided by operating activities $ 92,174 $ — $ 92,174 |
Summary of Carrying Values and Expenses Related to Convertible Senior Notes Due 2024 | The following table represents the carrying value of the 2024 Notes as of March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 Liability component: Principal $ 920,000 $ 920,000 Less: debt discount and issuance costs, net of amortization (12,963 ) (13,916 ) Net carrying amount $ 907,037 $ 906,084 For the three months ended March 31, 2021 and 2020, the effective interest rate was 0.67% and the Company incurred the following expenses related to the 2024 Notes: Three Months Ended March 31, 2021 2020 Interest expense related to contractual interest coupon $ 575 $ 575 Amortization of debt discount and issuance costs 953 949 Total $ 1,528 $ 1,524 |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Option Activity under Stock Incentive Plan | Stock option activity under the Plan was as follows: Shares Subject to Options Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Balance at December 31, 2020 821 $ 33.25 3.56 $ 84,699 Options exercised (55 ) 14.02 Options forfeited and expired (4 ) 19.26 Balance at March 31, 2021 762 $ 34.71 3.37 $ 69,381 |
Summary of RSUs and PSUs under Stock Incentive Plan | A following table summarizes the activity of RSUs and PSUs: RSUs and PSUs Outstanding Number of Shares Granted Fair Value Per Unit Awarded and unvested at December 31, 2020 4,382 $ 105.21 Awards assumed per business acquisition 77 122.03 Awards granted 1,782 126.89 Awards vested (529 ) 107.70 Awards forfeited (122 ) 110.66 Awarded and unvested at March 31, 2021 5,590 $ 112.00 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Potentially Dilutive Common Shares Outstanding that were Excluded from the Computation of Diluted Net Loss per Share | The following table presents the potentially dilutive common shares outstanding that were excluded from the computation of diluted net loss per share for the periods presented because including them would have been anti-dilutive: March 31, 2021 March 31, 2020 Stock options to purchase common stock 762 954 Restricted stock units 5,590 5,091 Employee stock purchase plan 214 157 Common stock subject to repurchase 64 156 Bonus and other liability awards 31 32 2024 Notes 5,975 5,975 Total 12,636 12,365 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary of Total Revenue and Long-lived Assets by Geographic Area | The following sets forth total revenue by geographic area. Revenue by geographic area is based upon the billing address of the customer: Three Months Ended March 31, 2021 2020 Total revenue: United States $ 222,630 $ 198,625 Rest of world 65,201 51,149 Total revenue $ 287,831 $ 249,774 Long-lived tangible assets by geographic area are presented below: March 31, 2021 December 31, 2020 Long-lived assets: United States $ 93,117 $ 96,356 Rest of world 14,575 14,674 Total long-lived assets $ 107,692 $ 111,030 |
The Company and Summary of Si_4
The Company and Summary of Significant Accounting Policies - Additional Information (Details) | Apr. 25, 2021USD ($)$ / shares | Mar. 31, 2021USD ($)segmentreporting_unit |
Intangible assets: | ||
Number of operating and reportable segments | segment | 1 | |
Number of reporting units | reporting_unit | 1 | |
Goodwill, impairment loss | $ 0 | |
Subsequent Event [Member] | Kafka Parent, LLC and Project Kafka Merger Sub, Inc [Member] | ||
Intangible assets: | ||
Cash transaction | $ 12,300,000,000 | |
Share price | $ / shares | $ 176 |
The Company and Summary of Si_5
The Company and Summary of Significant Accounting Policies - Summary of Estimated Lives of Intangible Assets (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Patents | Minimum | |
Intangible assets: | |
Estimated life of intangible assets | 4 years |
Patents | Maximum | |
Intangible assets: | |
Estimated life of intangible assets | 5 years |
Developed Technology | Minimum | |
Intangible assets: | |
Estimated life of intangible assets | 2 years |
Developed Technology | Maximum | |
Intangible assets: | |
Estimated life of intangible assets | 7 years |
Customer Relationships | Minimum | |
Intangible assets: | |
Estimated life of intangible assets | 2 years |
Customer Relationships | Maximum | |
Intangible assets: | |
Estimated life of intangible assets | 8 years |
Order Backlog | Minimum | |
Intangible assets: | |
Estimated life of intangible assets | 1 year |
Order Backlog | Maximum | |
Intangible assets: | |
Estimated life of intangible assets | 3 years |
Trade Names and Trademarks | Minimum | |
Intangible assets: | |
Estimated life of intangible assets | 1 year |
Trade Names and Trademarks | Maximum | |
Intangible assets: | |
Estimated life of intangible assets | 5 years |
Revenue, Deferred Revenue and_4
Revenue, Deferred Revenue and Deferred Contract Costs - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Revenue, Deferred Revenue and Deferred Contract Costs [Line Items] | |||
Unbilled receivable | $ 2,855 | $ 1,963 | |
Deferred revenue, revenue recognized | 244,876 | $ 218,622 | |
Long-term Contract with Customer | |||
Revenue, Deferred Revenue and Deferred Contract Costs [Line Items] | |||
Contracted revenue not yet recognized | 807,580 | ||
Sales Commission | |||
Revenue, Deferred Revenue and Deferred Contract Costs [Line Items] | |||
Contract cost capitalized | 20,882 | 15,170 | |
Contract cost amortized | 18,051 | 14,633 | |
Product Cost | |||
Revenue, Deferred Revenue and Deferred Contract Costs [Line Items] | |||
Contract cost capitalized | 980 | 1,176 | |
Contract cost amortized | $ 1,021 | $ 1,119 | |
Minimum | |||
Revenue, Deferred Revenue and Deferred Contract Costs [Line Items] | |||
Period terms for payment | 30 days | ||
Maximum | |||
Revenue, Deferred Revenue and Deferred Contract Costs [Line Items] | |||
Period terms for payment | 45 days |
Revenue, Deferred Revenue and_5
Revenue, Deferred Revenue and Deferred Contract Costs - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 287,831 | $ 249,774 |
Subscription service revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 270,941 | 236,721 |
Subscription software revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 12,671 | 7,348 |
Hardware and Service | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 4,219 | $ 5,705 |
Revenue, Deferred Revenue and_6
Revenue, Deferred Revenue and Deferred Contract Costs - Additional Information (Details 1) - Long-term Contract with Customer | Mar. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Percentage of contracted and not recognized revenue to be recognized | 59.00% |
Revenue to be recognized period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Percentage of contracted and not recognized revenue to be recognized | 39.00% |
Revenue to be recognized period | 2 years |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) | Mar. 02, 2021 | May 05, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||
Payments to acquire businesses, net of cash acquired | $ 55,438,000 | $ 0 | |||
Goodwill | 738,037,000 | $ 688,454,000 | |||
InteliSecure, Inc | |||||
Business Acquisition [Line Items] | |||||
Payments to acquire businesses, net of cash acquired | $ 59,188,000 | ||||
Cash acquired from acquisitions | 1,612,000 | ||||
Escrow | 6,000,000 | ||||
Acquisition related contingent consideration | 3,750,000 | ||||
Maximum potential payment amount | 4,500,000 | ||||
Goodwill | $ 49,583,000 | ||||
InteliSecure, Inc | Operating Expenses | |||||
Business Acquisition [Line Items] | |||||
Acquisition-related costs | $ 1,454,000 | ||||
The Defence Works Limited | |||||
Business Acquisition [Line Items] | |||||
Payments to acquire businesses, net of cash acquired | $ 2,767,000 | ||||
Goodwill | 766,000 | ||||
Intangible assets | $ 2,400,000 |
Acquisitions - Summary of the F
Acquisitions - Summary of the Fair Values of Tangible Assets Acquired, Liabilities Assumed, Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | Mar. 02, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Fair value of assets acquired and liabilities assumed | |||
Goodwill | $ 738,037 | $ 688,454 | |
InteliSecure, Inc | |||
Fair value of assets acquired and liabilities assumed | |||
Current assets | $ 5,100 | ||
Fixed assets | 765 | ||
Operating lease right-of-use asset | 2,761 | ||
Other assets | 155 | ||
Operating lease liabilities | (2,704) | ||
Deferred revenue | (3,866) | ||
Deferred tax liabilities, net | (389) | ||
Other liabilities | (5,705) | ||
Goodwill | 49,583 | ||
Recognized identifiable assets acquired and liabilities assumed, net | 60,800 | ||
InteliSecure, Inc | Customer Relationships | |||
Fair value of assets acquired and liabilities assumed | |||
Finite lived intangible assets | $ 11,400 | ||
Acquired finite-lived intangible assets, weighted average useful life (in years) | 7 years | ||
InteliSecure, Inc | Order Backlog | |||
Fair value of assets acquired and liabilities assumed | |||
Finite lived intangible assets | $ 1,900 | ||
Acquired finite-lived intangible assets, weighted average useful life (in years) | 2 years | ||
InteliSecure, Inc | Developed Technology | |||
Fair value of assets acquired and liabilities assumed | |||
Finite lived intangible assets | $ 1,800 | ||
Acquired finite-lived intangible assets, weighted average useful life (in years) | 3 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill Activity and Balances (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill activity and balances | |
Balance as of December 31, 2020 | $ 688,454 |
Acquisition during the period | 49,583 |
Balance as of March 31, 2021 | $ 738,037 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Components of Intangible Assets, Excluding Goodwill (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Intangible assets excluding goodwill: | ||
Gross Carrying Amount | $ 337,099 | $ 332,499 |
Accumulated Amortization | (205,796) | (202,107) |
Net Carrying Amount | 131,303 | 130,392 |
Developed Technology | ||
Intangible assets excluding goodwill: | ||
Gross Carrying Amount | 235,269 | 233,469 |
Accumulated Amortization | (162,178) | (151,562) |
Net Carrying Amount | 73,091 | 81,907 |
Customer Relationships | ||
Intangible assets excluding goodwill: | ||
Gross Carrying Amount | 98,600 | 87,200 |
Accumulated Amortization | (42,345) | (38,896) |
Net Carrying Amount | 56,255 | 48,304 |
Trade Names and Patents | ||
Intangible assets excluding goodwill: | ||
Gross Carrying Amount | 1,330 | 3,730 |
Accumulated Amortization | (1,199) | (3,549) |
Net Carrying Amount | 131 | 181 |
Order Backlog | ||
Intangible assets excluding goodwill: | ||
Gross Carrying Amount | 1,900 | 8,100 |
Accumulated Amortization | (74) | $ (8,100) |
Net Carrying Amount | $ 1,826 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Intangible assets excluding goodwill: | ||
Intangible amortization expense | $ 14,189 | $ 14,451 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Estimated Amortization of Intangible Assets Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Future estimated amortization costs of intangible assets: | ||
2021, remainder | $ 42,765 | |
2022 | 35,239 | |
2023 | 24,887 | |
2024 | 15,539 | |
2025 | 7,667 | |
2026 | 3,297 | |
Thereafter | 1,909 | |
Intangible assets, net | $ 131,303 | $ 130,392 |
Fair Value Measurements and I_3
Fair Value Measurements and Investments - Summary of Assets or Liabilities Carried at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Cash equivalents | $ 882,550 | $ 910,279 |
Total financial assets | 842,328 | 865,924 |
Contingent Consideration | ||
Liabilities | ||
Acquisition-related contingent consideration | 3,750 | 0 |
Level 1 | ||
Assets | ||
Total financial assets | 842,328 | 865,924 |
Level 3 | Contingent Consideration | ||
Liabilities | ||
Acquisition-related contingent consideration | 3,750 | |
Money market funds | ||
Assets | ||
Cash equivalents | 842,328 | 865,924 |
Money market funds | Level 1 | ||
Assets | ||
Cash equivalents | $ 842,328 | $ 865,924 |
Fair Value Measurements and I_4
Fair Value Measurements and Investments - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Other-than-temporary impairments | $ 0 | $ 0 | |
2024 Notes | Level 2 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value of convertible senior notes | $ 998,200,000 | $ 1,021,200,000 |
Fair Value Measurements and I_5
Fair Value Measurements and Investments - Reconciliation of Acquisition-related Contingent Consideration Liability (Details) - Contingent Consideration $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 0 |
Additions during the period | 3,750 |
Payment during the period | 0 |
Adjustments to fair value during the period recorded in general and administrative expenses | 0 |
Ending balance | $ 3,750 |
Fair Value Measurements and I_6
Fair Value Measurements and Investments - Summary of Cost and Fair Value of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule Of Cash And Cash Equivalents [Line Items] | ||
Cash and cash equivalents, amortized cost | $ 882,550 | $ 910,279 |
Cash and cash equivalents, unrealized gains | 0 | 0 |
Cash and cash equivalents, unrealized losses | 0 | 0 |
Cash and cash equivalents, fair value | 882,550 | 910,279 |
Cash | ||
Schedule Of Cash And Cash Equivalents [Line Items] | ||
Cash and cash equivalents, amortized cost | 40,222 | 44,355 |
Cash and cash equivalents, unrealized gains | 0 | 0 |
Cash and cash equivalents, unrealized losses | 0 | 0 |
Cash and cash equivalents, fair value | 40,222 | 44,355 |
Money market funds | ||
Schedule Of Cash And Cash Equivalents [Line Items] | ||
Cash and cash equivalents, amortized cost | 842,328 | 865,924 |
Cash and cash equivalents, unrealized gains | 0 | 0 |
Cash and cash equivalents, unrealized losses | 0 | 0 |
Cash and cash equivalents, fair value | $ 842,328 | $ 865,924 |
Leases - Additional Information
Leases - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Real Estate Leases | |
Lessee Lease Description [Line Items] | |
Operating lease existence of option to extend | true |
Operating lease option to extend, description | The Company’s real estate leases have remaining lease terms for up to ten years, some of which include options to extend the lease period up to ten years. |
Real Estate Leases | Maximum | |
Lessee Lease Description [Line Items] | |
Operating lease agreement term | 10 years |
Operating lease agreement renewal term extended | 10 years |
Datacenter Leases | |
Lessee Lease Description [Line Items] | |
Operating lease agreement renewal term extended | 1 year |
Datacenter Leases | Maximum | |
Lessee Lease Description [Line Items] | |
Operating lease agreement term | 3 years |
Leases - Schedule of Component
Leases - Schedule of Component of Lease Expense and Supplemental Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 10,331 | $ 7,108 |
Short-term lease cost | 427 | 674 |
Variable lease cost | 1,769 | 1,038 |
Total lease cost | 12,527 | 8,820 |
Cash paid for amounts included in the measurement of operating lease liabilities | 7,088 | 9,559 |
Right-of-use assets obtained in exchange for operating lease obligations | $ 8,311 | $ 9,535 |
Weighted-average remaining lease term - operating leases | 9 years | 5 years |
Weighted-average discount rate - operating leases | 4.64% | 5.00% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Leases [Abstract] | |
2021, remainder | $ 20,422 |
2022 | 39,193 |
2023 | 28,751 |
2024 | 24,388 |
2025 | 23,717 |
2026 | 21,817 |
Thereafter | 100,809 |
Total lease payments | 259,097 |
Less imputed interest | (49,026) |
Total | $ 210,071 |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Details) | Jan. 01, 2020USD ($) | Aug. 23, 2019USD ($)d$ / shares | Mar. 31, 2021 | Mar. 31, 2020 |
0.25% Convertible Senior Notes due 2024 | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 920,000,000 | |||
Debt interest rate | 0.25% | |||
Debt instrument aggregate principal amount | $ 800,000,000 | |||
Option to purchase additional principal amount | 120,000,000 | |||
Agent's discount and issuance costs | 19,065,000 | |||
Proceeds from issuance of convertible senior notes, net of discount | 900,935,000 | |||
Proceeds from issuance of convertible senior notes, used to payoff capped call transactions | $ 84,871,000 | |||
Debt instrument, maturity date, description | The 2024 Notes mature on August 15, 2024, unless repurchased, redeemed or converted in accordance with their terms prior to such date. | |||
Debt instrument, convertible, conversion ratio | 6.4941 | |||
Debt instrument, convertible, conversion price | $ / shares | $ 153.99 | |||
Percentage of principal amount that are redeemable | 100.00% | |||
Debt instrument, convertible, threshold trading days | d | 20 | |||
Debt instrument, convertible, threshold consecutive trading days | d | 30 | |||
Debt instrument, convertible, threshold percentage of stock price trigger | 130.00% | |||
Number of consecutive business days following consecutive trading day period | 5 days | |||
Number of consecutive trading days | 5 days | |||
Trading price as percentage of closing price of common stock | 98.00% | |||
Cap price of capped calls | $ / shares | $ 223.98 | |||
Premium paid for purchase of capped calls | $ 83,720,000 | |||
Issuance costs related to capped calls | $ 1,151,000 | |||
Effective interest rate | 0.67% | 0.67% | ||
Senior Convertible Notes | ASU 2020-06 | Restatement Adjustment | ||||
Debt Instrument [Line Items] | ||||
Carrying amount of the equity component net | $ 163,023,000 | |||
Accumulated deficit related to non-cash debt discount amortization | 40,500,000 | |||
Debt discount | $ 122,523,000 |
Convertible Senior Notes - Sche
Convertible Senior Notes - Schedule of Condensed Consolidated Balance sheet Line Items, which Reflect Adoption of New Standard (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Liabilities and Stockholders’ Equity | ||||
Convertible senior notes | $ 907,037 | $ 906,084 | ||
Total liabilities | 2,160,540 | 2,179,489 | ||
Stockholders’ equity: | ||||
Additional paid-in capital | 1,351,655 | 1,307,474 | ||
Accumulated deficit | (894,222) | (848,903) | ||
Total stockholders’ equity | $ 291,996 | 319,221 | $ 412,912 | $ 592,497 |
ASU 2020-06 | ||||
Liabilities and Stockholders’ Equity | ||||
Convertible senior notes | 906,084 | |||
Total liabilities | 2,179,489 | |||
Stockholders’ equity: | ||||
Additional paid-in capital | 1,307,474 | |||
Accumulated deficit | (848,903) | |||
Total stockholders’ equity | 319,221 | |||
ASU 2020-06 | As Previously Reported | ||||
Liabilities and Stockholders’ Equity | ||||
Convertible senior notes | 783,561 | |||
Total liabilities | 2,056,966 | |||
Stockholders’ equity: | ||||
Additional paid-in capital | 1,470,497 | |||
Accumulated deficit | (889,403) | |||
Total stockholders’ equity | 441,744 | |||
ASU 2020-06 | Adjustments | ||||
Liabilities and Stockholders’ Equity | ||||
Convertible senior notes | 122,523 | |||
Total liabilities | 122,523 | |||
Stockholders’ equity: | ||||
Additional paid-in capital | (163,023) | |||
Accumulated deficit | 40,500 | |||
Total stockholders’ equity | $ (122,523) |
Convertible Senior Notes - Sc_2
Convertible Senior Notes - Schedule of Unaudited Condensed Consolidated Statements of Operations Line Items, which Reflect Adoption of New Standard (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Operating loss | $ (42,062) | $ (41,769) |
Interest expense | 1,528 | 1,524 |
Net loss | $ (45,319) | $ (66,841) |
Net loss per share, basic and diluted | $ (0.79) | $ (1.17) |
ASU 2020-06 | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Operating loss | $ (41,769) | |
Interest expense | (1,524) | |
Net loss | $ (66,841) | |
Net loss per share, basic and diluted | $ (1.17) | |
ASU 2020-06 | As Previously Reported | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Operating loss | $ (41,769) | |
Interest expense | (8,920) | |
Net loss | $ (74,237) | |
Net loss per share, basic and diluted | $ (1.30) | |
ASU 2020-06 | Adjustments | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Interest expense | $ 7,396 | |
Net loss | $ 7,396 | |
Net loss per share, basic and diluted | $ 0.13 |
Convertible Senior Notes - Sc_3
Convertible Senior Notes - Schedule of Unaudited Condensed Consolidated Statement of Cash Flows Line Items, which Reflect Adoption of New Standard (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (45,319) | $ (66,841) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Amortization of debt issuance costs and accretion of debt discount | 953 | 949 |
Net cash provided by operating activities | $ 95,090 | 92,174 |
ASU 2020-06 | ||
Cash flows from operating activities | ||
Net loss | (66,841) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Amortization of debt issuance costs and accretion of debt discount | 949 | |
Net cash provided by operating activities | 92,174 | |
ASU 2020-06 | As Previously Reported | ||
Cash flows from operating activities | ||
Net loss | (74,237) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Amortization of debt issuance costs and accretion of debt discount | 8,345 | |
Net cash provided by operating activities | 92,174 | |
ASU 2020-06 | Adjustments | ||
Cash flows from operating activities | ||
Net loss | 7,396 | |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Amortization of debt issuance costs and accretion of debt discount | $ (7,396) |
Convertible Senior Notes - Summ
Convertible Senior Notes - Summary of Carrying Values and Interest Expenses and Loss on Conversion Related to Notes (Details) - 0.25% Convertible Senior Notes due 2024 - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Aug. 23, 2019 |
Liability component: | |||
Less: debt discount and issuance costs, net of amortization | $ (19,065) | ||
Senior Notes | |||
Liability component: | |||
Principal | $ 920,000 | $ 920,000 | |
Less: debt discount and issuance costs, net of amortization | (12,963) | (13,916) | |
Net carrying amount | $ 907,037 | $ 906,084 |
Convertible Senior Notes - Su_2
Convertible Senior Notes - Summary of Carrying Values and Expenses Related to Convertible Senior Notes Due 2024 (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Interest Expense, Debt | ||
Amortization of debt discount and issuance costs | $ 953 | $ 949 |
Senior Notes | 0.25% Convertible Senior Notes due 2024 | ||
Interest Expense, Debt | ||
Interest expense related to contractual interest coupon | 575 | 575 |
Amortization of debt discount and issuance costs | 953 | 949 |
Total | $ 1,528 | $ 1,524 |
Stockholder's Equity - Stock-Ba
Stockholder's Equity - Stock-Based Compensation Plans - Additional Information (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2021planshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Equity incentive plans held by the company (number of plans) | 9 |
2002 Plan and 2012 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares available for future grant under the stock plans (in shares) | shares | 5,117 |
Stock options to purchase common stock | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Term until award expiration | 10 years |
Award vesting period | 4 years |
Stock options to purchase common stock | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 3 years |
Restricted Stock | 2002 Plan and 2012 Equity Incentive Plan | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 5 years |
Restricted Stock | 2002 Plan and 2012 Equity Incentive Plan | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 3 years |
Various Acquisitions | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Equity incentive plans held by the company (number of plans) | 7 |
FireLayers | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Equity incentive plans held by the company (number of plans) | 2 |
Stockholder's Equity - Stock Op
Stockholder's Equity - Stock Options - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted | 0 | 0 |
Stock options to purchase common stock | ||
Stock option activity under the Plan, in weighted average exercise price: | ||
Aggregate intrinsic value, exercised | $ 6,424 | $ 7,936 |
Fair value of options, vested in period | 1,068 | $ 2,965 |
Unrecognized stock options compensation expense | $ 2,416 | |
Average remaining vesting term | 1 year 3 months 21 days |
Stockholder's Equity - Stock _2
Stockholder's Equity - Stock Option Activity under Stock Incentive Plan (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Stock option activity under the Plan | ||
Outstanding, beginning of period (in shares) | 821 | |
Options exercised (in shares) | (55) | |
Options forfeited and expired (in shares) | (4) | |
Outstanding, ending of period (in shares) | 762 | 821 |
Stock option activity under the Plan, in weighted average exercise price: | ||
Balance at beginning of period (USD per share) | $ 33.25 | |
Options exercised (USD per share) | 14.02 | |
Options forfeited and expired (USD per share) | 19.26 | |
Balance at ending of period (USD per share) | $ 34.71 | $ 33.25 |
Weighted average remaining contractual term | 3 years 4 months 13 days | 3 years 6 months 21 days |
Aggregate intrinsic value, outstanding | $ 69,381 | $ 84,699 |
Stockholder's Equity - Summary
Stockholder's Equity - Summary of RSUs and PSUs under Stock Incentive Plan (Details) - Restricted Stock Units and Performance Stock Units shares in Thousands | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
RSU's outstanding, number of shares: | |
Awarded at beginning of period (in shares) | shares | 4,382 |
Awards assumed per business acquisition (in shares) | shares | 77 |
Award granted (in shares) | shares | 1,782 |
Awards vested (in shares) | shares | (529) |
Awards forfeited (in shares) | shares | (122) |
Awarded at end of period (in shares) | shares | 5,590 |
RSUs outstanding, granted fair value per unit | |
Awarded at beginning of period (USD per share) | $ / shares | $ 105.21 |
Awards assumed per business acquisition (USD per share) | $ / shares | 122.03 |
Awards granted (USD per share) | $ / shares | 126.89 |
Awards vested (USD per share) | $ / shares | 107.70 |
Awards forfeited (USD per share) | $ / shares | 110.66 |
Awarded at end of period (USD per share) | $ / shares | $ 112 |
Stockholder's Equity - Restrict
Stockholder's Equity - Restricted Stock and Performance Stock Units - Additional Information (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
RSU | ||
RSUs outstanding, granted fair value per unit | ||
Unamortized stock-based compensation expense | $ 441,015 | |
Average remaining vesting term | 3 years 8 months 8 days | |
Performance Shares | ||
RSUs outstanding, granted fair value per unit | ||
Unamortized stock-based compensation expense | $ 40,263 | |
RSU's outstanding, number of shares: | ||
Award granted (in shares) | 348 | 152 |
Stockholder's Equity - Stock Bo
Stockholder's Equity - Stock Bonus Awards and Other Liability Awards - Additional Information (Details) - Stock bonus award and other liability awards - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Accrued liability for the stock bonus awards and other liability awards | $ 3,957 | $ 12,480 | |
Common stock issued (shares) | 103 | 125 | |
Stock-based compensation expense | $ 3,957 | $ 3,763 |
Stockholder's Equity - Employee
Stockholder's Equity - Employee Stock Purchase Plan - Additional Information (Details) - ESPP 2012 Plan - USD ($) shares in Thousands, $ in Thousands | Mar. 30, 2012 | Mar. 31, 2021 |
Employee stock purchase plan | ||
Number of shares authorized ESPP (in shares) | 745 | |
Annual increase period | 8 years | |
Maximum number of shares to be available for grant ESPP (in shares) | 1,490 | |
Shares available for future grant under the stock plans (in shares) | 2,410 | |
Annual percentage increase of maximum number of shares reserved for issuance ESPP | 1.00% | |
Unamortized stock-based compensation expense | $ 1,336 | |
Average remaining vesting term | 1 month 17 days |
Stockholder's Equity - Restri_2
Stockholder's Equity - Restricted Stock and Deferred Shares - Additional Information (Details) - Restricted Stock - USD ($) shares in Thousands, $ in Thousands | May 15, 2019 | Feb. 28, 2018 | Nov. 30, 2017 | Mar. 31, 2021 | Mar. 31, 2020 |
Weblife | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares deferred | 107 | ||||
Fair value of share-based deferred compensation issued | $ 9,652 | ||||
Stock-based compensation expense | $ 2,920 | $ 602 | |||
Unamortized stock-based compensation expense | $ 81 | ||||
Weblife | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Deferred shares service term | 4 years | ||||
Weblife | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Deferred shares service term | 3 years | ||||
Wombat Security Technologies, Inc. | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares deferred | 51 | ||||
Fair value of share-based deferred compensation issued | $ 5,458 | ||||
Stock-based compensation expense | $ 382 | ||||
Award vesting period | 2 years | ||||
Meta Networks, Ltd | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares deferred | 72 | ||||
Stock-based compensation expense | 684 | $ 692 | |||
Unamortized stock-based compensation expense | $ 8,338 | $ 3,124 | |||
Award vesting period | 3 years |
Stockholder's Equity - Share Re
Stockholder's Equity - Share Repurchase Program - Additional Information (Details) - USD ($) $ / shares in Units, shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Aug. 27, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share repurchase program, aggregate purchase price | $ 26,087,000 | |
Share Repurchase Program [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share repurchase program authorized amount | $ 300,000,000 | |
Share repurchase program, number of common stock shares repurchased | 209 | |
Share repurchase program, average price per share | $ 124.87 | |
Share repurchase program, aggregate purchase price | $ 26,087,000 | |
Share repurchase program, remained available for future share repurchases | $ 134,557,000 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Potentially Dilutive Common Shares Outstanding that were Excluded from the Computation of Diluted Net Loss per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive securities excluded from computation of earnings per share | ||
Total antidilutive securities excluded from computation of earnings per share (in shares) | 12,636 | 12,365 |
Stock options to purchase common stock | ||
Antidilutive securities excluded from computation of earnings per share | ||
Total antidilutive securities excluded from computation of earnings per share (in shares) | 762 | 954 |
Restricted stock units | ||
Antidilutive securities excluded from computation of earnings per share | ||
Total antidilutive securities excluded from computation of earnings per share (in shares) | 5,590 | 5,091 |
Employee stock purchase plan | ||
Antidilutive securities excluded from computation of earnings per share | ||
Total antidilutive securities excluded from computation of earnings per share (in shares) | 214 | 157 |
Common stock subject to repurchase | ||
Antidilutive securities excluded from computation of earnings per share | ||
Total antidilutive securities excluded from computation of earnings per share (in shares) | 64 | 156 |
Bonus and other liability awards | ||
Antidilutive securities excluded from computation of earnings per share | ||
Total antidilutive securities excluded from computation of earnings per share (in shares) | 31 | 32 |
2024 Notes | ||
Antidilutive securities excluded from computation of earnings per share | ||
Total antidilutive securities excluded from computation of earnings per share (in shares) | 5,975 | 5,975 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating and reportable segments | 1 |
Number of reportable segments | 1 |
Segment Reporting - Summary of
Segment Reporting - Summary of Total Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment reporting: | ||
Total revenue | $ 287,831 | $ 249,774 |
United States | ||
Segment reporting: | ||
Total revenue | 222,630 | 198,625 |
Rest of world | ||
Segment reporting: | ||
Total revenue | $ 65,201 | $ 51,149 |
Segment Reporting - Summary o_2
Segment Reporting - Summary of Long-lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Segment reporting: | ||
Total long-lived assets | $ 107,692 | $ 111,030 |
United States | ||
Segment reporting: | ||
Total long-lived assets | 93,117 | 96,356 |
Rest of world | ||
Segment reporting: | ||
Total long-lived assets | $ 14,575 | $ 14,674 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Valuation allowance | ||
Income tax expense (benefit) | $ 2,094,000 | $ 28,169,000 |
Pre-tax loss | 43,225,000 | $ 38,672,000 |
Tax expense related to transfer of certain intellectual property rights from Subsidiary | $ 26,989,000 | |
Effective income tax rate | (5.00%) | (73.00%) |
Unrecognized tax benefits | $ 54,901,000 | |
Accrued interest and penalties | 2,225,000 | |
Uncertain tax benefits that would affect effective tax rate if recognized | 34,104,000 | |
Increase (decrease) in gross uncertain tax benefits | (132,000) | |
Increase for tax positions taken in the current period | 1,074,000 | |
Decrease for tax positions taken in prior periods | 1,206,000 | |
Valuation Allowance | ||
Valuation allowance | ||
Income tax expense (benefit) | 0 | |
Operating Loss | ||
Valuation allowance | ||
Income tax expense (benefit) | $ 0 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | ||
Defined contribution plan, employer discretionary matching contributions | $ 1,964 | $ 1,649 |
Defined Contribution Plan, Tax Status [Extensible List] | us-gaap:QualifiedPlanMember | us-gaap:QualifiedPlanMember |
Defined Contribution Plan, Sponsor Location [Extensible List] | United States | United States |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) - Kafka Parent, LLC and Project Kafka Merger Sub, Inc [Member] - Subsequent Event [Member] $ / shares in Units, $ in Thousands | Apr. 25, 2021USD ($)$ / shares |
Subsequent Event [Line Items] | |
Share price | $ / shares | $ 176 |
Agreement Termination Fees | $ 368,900 |
Agreement Termination Fees | $ 122,980 |