Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 29, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | AVLR | |
Entity Registrant Name | AVALARA, INC. | |
Entity Central Index Key | 0001348036 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 86,915,885 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-38525 | |
Entity Tax Identification Number | 91-1995935 | |
Entity Address, Address Line One | 255 South King Street | |
Entity Address, Address Line Two | Suite 1800 | |
Entity Address, City or Town | Seattle | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98104 | |
City Area Code | 206 | |
Local Phone Number | 826-4900 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, Par Value $0.0001 Per Share | |
Security Exchange Name | NYSE | |
Entity Incorporation, State or Country Code | WA | |
Document Quarterly Report | true | |
Document Transition Report | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 1,536,422 | $ 673,593 |
Restricted cash | 37,700 | 19,953 |
Trade accounts receivable—net of allowance for doubtful accounts of $5,394 and $3,983, respectively | 96,305 | 75,857 |
Deferred commissions | 15,735 | 12,245 |
Prepaid expenses and other current assets | 31,102 | 20,098 |
Total current assets before customer fund assets | 1,717,264 | 801,746 |
Funds held from customers | 79,884 | 30,598 |
Receivable from customers—net of allowance of $912 and $593, respectively | 1,280 | 563 |
Total current assets | 1,798,428 | 832,907 |
Noncurrent assets: | ||
Restricted cash | 0 | 37,700 |
Deferred commissions | 47,896 | 38,625 |
Operating lease right-of-use assets—net | 46,798 | 52,320 |
Property and equipment—net | 42,645 | 34,713 |
Intangible assets—net | 88,417 | 86,513 |
Goodwill | 603,768 | 513,234 |
Other noncurrent assets | 10,323 | 6,321 |
Total assets | 2,638,275 | 1,602,333 |
Current liabilities: | ||
Trade payables | 18,741 | 20,280 |
Accrued expenses | 91,978 | 84,532 |
Deferred revenue | 256,182 | 208,026 |
Accrued purchase price related to acquisitions | 48,869 | 22,473 |
Accrued earnout liabilities | 29,456 | 749 |
Operating lease liabilities | 11,839 | 11,339 |
Total current liabilities before customer fund obligations | 457,065 | 347,399 |
Customer fund obligations | 81,955 | 31,549 |
Total current liabilities | 539,020 | 378,948 |
Noncurrent liabilities: | ||
Convertible senior notes—net | 960,373 | 0 |
Deferred revenue | 1,701 | 1,664 |
Accrued purchase price related to acquisitions | 3,889 | 49,057 |
Accrued earnout liabilities | 46,416 | 34,468 |
Operating lease liabilities | 48,416 | 56,625 |
Deferred tax liability | 2,195 | 1,031 |
Other noncurrent liabilities | 817 | 380 |
Total liabilities | 1,602,827 | 522,173 |
Commitments and contingencies | 0 | 0 |
Shareholders' equity: | ||
Preferred stock, $0.0001 par value – no shares issued and outstanding at September 30, 2021 and December 31, 2020, and 20,000 shares authorized as of September 30, 2021 and December 31, 2020 | 0 | 0 |
Common stock, $0.0001 par value – 86,843 and 85,058 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively, and 600,000 shares authorized as of September 30, 2021 and December 31, 2020 | 9 | 9 |
Additional paid-in capital | 1,687,579 | 1,640,867 |
Accumulated other comprehensive loss | (2,579) | (1,339) |
Accumulated deficit | (649,561) | (559,377) |
Total shareholders’ equity | 1,035,448 | 1,080,160 |
Total liabilities and shareholders' equity | $ 2,638,275 | $ 1,602,333 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Trade accounts receivable, allowance for doubtful accounts | $ 5,394 | $ 3,983 |
Receivable from customers, allowance | $ 912 | $ 593 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares, issued | 86,843,000 | 85,058,000 |
Common stock, shares, outstanding | 86,843,000 | 85,058,000 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue: | ||||
Revenues | $ 181,167 | $ 127,879 | $ 503,835 | $ 355,809 |
Cost of revenue: | ||||
Cost of revenues | 53,040 | 34,932 | 146,386 | 102,516 |
Gross profit | 128,127 | 92,947 | 357,449 | 253,293 |
Operating expenses: | ||||
Research and development | 42,574 | 32,562 | 121,841 | 85,253 |
Sales and marketing | 75,867 | 49,057 | 212,068 | 144,731 |
General and administrative | 35,887 | 23,885 | 101,982 | 65,595 |
Total operating expenses | 154,328 | 105,504 | 435,891 | 295,579 |
Operating loss | (26,201) | (12,557) | (78,442) | (42,286) |
Other (income) expense: | ||||
Interest income | (28) | (36) | (75) | (1,646) |
Interest expense | 815 | 815 | ||
Other (income) expense, net | 6,168 | (185) | 9,403 | (3,435) |
Total other (income) expense, net | 6,955 | (221) | 10,143 | (5,081) |
Loss before income taxes | (33,156) | (12,336) | (88,585) | (37,205) |
(Benefit from) provision for income taxes | (610) | 393 | 1,599 | 947 |
Net loss | $ (32,546) | $ (12,729) | $ (90,184) | $ (38,152) |
Net loss per share attributable to common shareholders, basic and diluted | $ (0.38) | $ (0.15) | $ (1.05) | $ (0.48) |
Weighted average shares of common stock outstanding, basic and diluted | 86,530 | 82,288 | 86,023 | 79,715 |
Subscription and Returns | ||||
Revenue: | ||||
Revenues | $ 164,237 | $ 119,193 | $ 455,997 | $ 333,258 |
Cost of revenue: | ||||
Cost of revenues | 44,824 | 31,155 | 123,970 | 89,451 |
Professional Services | ||||
Revenue: | ||||
Revenues | 16,930 | 8,686 | 47,838 | 22,551 |
Cost of revenue: | ||||
Cost of revenues | $ 8,216 | $ 3,777 | $ 22,416 | $ 13,065 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (32,546) | $ (12,729) | $ (90,184) | $ (38,152) |
Other comprehensive (loss) income — Foreign currency translation | (1,172) | (225) | (1,240) | 835 |
Total comprehensive loss | $ (33,718) | $ (12,954) | $ (91,424) | $ (37,317) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (90,184) | $ (38,152) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Stock-based compensation | 65,330 | 34,799 |
Depreciation and amortization | 25,732 | 11,923 |
Asset impairments | 0 | 794 |
Amortization of debt issuance costs | 482 | 0 |
Impairment of capitalized cloud computing costs | 345 | 0 |
Deferred income tax (benefit) expense | (2,036) | 193 |
Non-cash operating lease costs | 7,102 | 6,027 |
Non-cash change in earnout liabilities | 8,711 | (2,325) |
Non-cash bad debt expense | 1,326 | 1,445 |
Other | (799) | (221) |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (18,713) | (12,205) |
Prepaid expenses and other current assets | (13,721) | (4,179) |
Deferred commissions | (12,761) | (7,425) |
Other noncurrent assets | (3,719) | (2,698) |
Trade payables | (2,327) | 4,683 |
Accrued expenses | 5,981 | 6,247 |
Deferred revenue | 46,876 | 19,397 |
Operating lease liabilities | (8,900) | (7,243) |
Net cash provided by operating activities | 8,725 | 11,060 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (4,463) | (2,968) |
Capitalized software development costs | (9,608) | (2,706) |
Cash paid for acquisitions of businesses, net of cash and restricted cash equivalents acquired | (33,555) | 0 |
Cash paid for acquired intangible assets | (1,500) | 0 |
Cash paid for purchases of customer fund available-for-sale securities | (381) | 0 |
Net cash used in investing activities | (49,507) | (5,674) |
Cash flows from financing activities: | ||
Proceeds from common stock offering, net of underwriting discounts | 0 | 556,312 |
Payments of deferred financing costs | 0 | (300) |
Proceeds from convertible senior notes | 977,500 | 0 |
Payments of debt issuance costs | (17,343) | 0 |
Purchase of capped calls | (75,268) | 0 |
Proceeds from exercise of stock options | 18,146 | 30,717 |
Proceeds from purchases of stock under employee stock purchase plan | 14,446 | 11,337 |
Acquisition-related post-closing payments | (20,821) | (2,763) |
Payments related to business combination earnouts | (33) | (3,760) |
Payments related to asset acquisition earnouts | (1,266) | (65) |
Net increase in customer fund obligations | 37,942 | 1,681 |
Net cash provided by financing activities | 933,303 | 593,159 |
Foreign currency effect | (732) | (504) |
Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents | 891,789 | 598,041 |
Cash, cash equivalents, restricted cash, and restricted cash equivalents—Beginning of period | 761,844 | 491,333 |
Cash, cash equivalents, restricted cash, and restricted cash equivalents—End of period | 1,653,633 | 1,089,374 |
Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents to the Consolidated Balance Sheets, end of period: | ||
Cash and cash equivalents | 1,536,422 | 1,064,077 |
Restricted cash | 37,700 | 0 |
Restricted cash equivalents—funds held from customers | 79,511 | 25,297 |
Supplemental cash flow disclosures: | ||
Cash paid for operating lease liabilities | 11,149 | 10,156 |
Cash paid for income taxes | 936 | 865 |
Non-cash investing and financing activities: | ||
Stock issued related to business combinations | 22,971 | 7,500 |
Accrued purchase price related to acquisitions | 3,366 | 0 |
Accrued value of earnout related to acquisitions of businesses | 32,350 | 0 |
Customer fund obligations assumed in business combinations | 12,464 | 0 |
Accrued purchase of intangible assets | 870 | 433 |
Debt issuance costs in accounts payable and accrued expenses | 265 | 0 |
Property and equipment additions in accounts payable and accrued expenses | 1,453 | 981 |
Deferred financing costs in accounts payable and accrued expenses | 0 | 401 |
Operating lease right-of-use assets in exchange for lease obligations | 1,579 | 7,818 |
Stock-based compensation costs capitalized to internally developed software | 968 | 152 |
Capitalized internally developed software costs included in accounts payable and accrued expenses | $ 1,045 | $ 0 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of Operations Avalara, Inc. (the “Company”) provides software solutions that help businesses of all types and sizes comply with transaction tax requirements worldwide. The Company offers a broad and growing suite of compliance solutions for transaction and other product-related taxes such as sales and use tax, value-added tax (“VAT”), fuel excise tax, beverage alcohol, cross-border taxes (including tariffs and duties), lodging tax, communications tax, and insurance premium The Company has wholly owned subsidiaries outside of the U.S. in Brazil, Canada, Europe, and India, which conduct sales and operations and provide business development, software development, and support services. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Interim Financial Information The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes for the year ended December 31, 2020, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2021. The accompanying interim consolidated balance sheet as of September 30, 2021, the consolidated interim statements of operations and consolidated statements of comprehensive loss for the three and nine months ended September 30, 2021 and 2020, and the consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020, are unaudited. The unaudited interim consolidated financial statements have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair presentation of the consolidated financial statements. The operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results expected for the full year ending December 31, 2021. Prior Period Restatements and Adjustments During the fourth quarter of 2020, management concluded there was an immaterial error in the Company’s presentation and classification of funds held from customers in the consolidated statements of cash flows for the first three quarters of 2020, impacting previously reported quarterly cash flows. The error related to the adoption of ASU 2016-18, which amends previous guidance to address the classification and presentation of changes in restricted cash and restricted cash equivalents in the consolidated statements of cash flows. Historically, the Company presented the change in funds held from customers as a separate caption within Investing Activities in the consolidated statements of cash flows. While not legally or otherwise contractually restricted, the Company has since concluded that funds held from customers are better classified as generally restricted under the accounting guidance and should be presented as restricted cash equivalents in the consolidated statement of cash flows. To correct this classification error, amounts previously reported as investing activities for the changes in funds held from customers for the nine months ended September 30, 2020 are reported as restricted cash equivalents in the consolidated statement of cash flows. The correction resulted in a change of $0.8 million to net cash provided by operating activities and a change of $1.7 million to net cash used in investing activities for the nine months ended September 30, 2020. The correction had no impact on the consolidated balance sheets, consolidated statements of operations, or the consolidated statements of comprehensive loss. The following table presents the consolidated statements of cash flows line items after giving effect to the adoption of ASU 2016-18: For the Nine Months Ended September 30, 2020 As Previously Reported ASU 2016-18 Adjustments As Corrected Cash flows from operating activities: Adjustments to reconcile net loss to net cash provided by operating activities: Other $ 546 $ (767 ) $ (221 ) Net cash provided by operating activities 11,827 (767 ) 11,060 Cash flows from investing activities: Net (increase) in customer fund assets (1,681 ) 1,681 — Net cash used in investing activities (7,355 ) 1,681 (5,674 ) Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents 597,127 914 598,041 Cash, cash equivalents, restricted cash, and restricted cash equivalents—Beginning of period 466,950 24,383 491,333 Cash, cash equivalents, restricted cash, and restricted cash equivalents—End of period $ 1,064,077 $ 25,297 $ 1,089,374 Reclassifications Certain prior period amounts have been reclassified to conform to current period presentation. Principles of Consolidation The accompanying consolidated financial statements include those of the Company, its subsidiaries, and a variable interest entity for which the Company is the primary beneficiary, after elimination of all intercompany accounts and transactions. Funds Held from Customers The Company has established a Delaware statutory trust (the “Customer Trust”) and appointed a federally insured bank as trustee, and the Customer Trust holds certain funds provided by its customers pending remittance to tax authorities. The Company is the sole beneficial owner of the Customer Trust. The Customer Trust is intended to be a bankruptcy-remote legal entity and meets the criteria in Accounting Standards Codification (“ASC”) Topic 810, Consolidation In the first quarter of 2021, the Company began having certain customers remit tax payments to the Customer Trust with the intention that all customer funds will eventually be held by the Customer Trust. Funds held from customers represent restricted cash equivalents and available for sale securities that, based upon the Company’s intent, are restricted solely for satisfying the obligations to remit funds relating to the Company’s tax remittance services. Customer fund obligations represent the Company's contractual obligations to remit funds to satisfy customers' tax obligations and are recorded on the consolidated balance sheets at the time that the Company or the Customer Trust collects funds from customers. The following table details funds held from customers and customer fund obligations held by the Company and by the Customer Trust as of September 30, 2021 a September 30, December 31, 2021 2020 Funds held from customers (current assets): Restricted cash equivalents - Company $ 5,537 $ 30,598 Restricted cash equivalents - Customer Trust 73,974 — Available-for-sale securities - Customer Trust 373 — Funds held from customers $ 79,884 $ 30,598 Customer fund obligations (current liabilities): Customer fund obligations - Company $ 81,955 $ 31,549 Customer fund obligations $ 81,955 $ 31,549 Segments The Company operates its business as one operating segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker, the Company’s Chief Executive Officer, in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker allocates resources and assesses performance based upon discrete financial information at the consolidated level. Use of Estimates The preparation of financial statements 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates and judgments related to revenue are described below in the Revenue Recognition Accounting Policy. Significant estimates impacting expenses include: expected credit losses associated with the allowance for doubtful accounts; the measurement of fair values of stock-based compensation; the expected payout level of performance share unit grants; the expected earnout obligations in connection with acquisitions; the expected term of the customer relationship for capitalized contract cost amortization; the valuation and useful lives of acquired intangible assets; the valuation of the fair value of reporting units for analyzing goodwill; and the capitalization and useful life of capitalized software development costs. Actual results could materially differ from those estimates. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1 : Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 : Inputs are quoted prices for similar assets and liabilities in active markets or quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3 : Inputs are unobservable inputs based on the Company’s assumptions and valuation techniques used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation. The Company’s assessment of the significance of an input to the fair value measurement requires judgment, which may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash equivalents, restricted cash equivalents, trade accounts receivable, trade payables, and accrued expenses, due to their short-term nature. The Company has measured the fair value of money market funds and available-for-sale securities based on quoted prices in active markets for identical assets and liabilities. Acquisitions and Goodwill The Company’s identifiable assets acquired and liabilities assumed in a business combination are recorded at their acquisition date fair values, which may be considered preliminary and subject to adjustment during the measurement period, which is up to one year from the acquisition date. The valuation requires management to make significant estimates and assumptions, especially with respect to long-lived and intangible assets. Critical estimates in valuing intangible assets include, but are not limited to: • future expected cash flows from customer agreements, customer lists, distribution agreements, non-compete agreements, and proprietary content and technology; • assumptions about the length of time the brand will continue to be used in the Company’s suite of solutions; • royalty rates used to estimate the fees that could be charged to license the proprietary content and technology; and • discount rates used to determine the present value of recognized assets and liabilities. The Company’s estimates of fair value are based upon assumptions it believes to be reasonable, but that are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur. Goodwill is calculated as the excess of the purchase price over the fair value of net assets acquired, including the amount assigned to identifiable intangible assets. Acquisition-related costs, including advisory, legal, accounting, valuation, and other costs, are expensed in the periods in which these costs are incurred. The results of operations of an acquired business are included in the consolidated financial statements beginning at the acquisition date. Goodwill is tested for impairment annually on October 31, or in the event of certain occurrences. There was no goodwill impairment recorded for the three and nine months ended September 30, 2021, respectively, or the year ended December 31, 2020. The Company estimates the fair value of the earnout liabilities related to business combinations using various valuation approaches, as well as significant unobservable inputs, reflecting the Company’s assessment of the assumptions market participants would use to value these liabilities. The fair value of the earnout is remeasured each reporting period, with any change in the value recorded as other income or expense. The Company recorded increases in the fair value of earnout liabilities related to business combinations of $6.2 million and $8.7 million for the three and nine months ended September 30, 2021, respectively. The Company recorded no changes in the fair value of earnout liabilities related to business combinations and decreases in the fair value of $2.3 million for the three and nine months ended September 30, 2020, respectively (see Note 3). Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. An impairment is recognized in the event the carrying value of such assets is not recoverable. If the carrying value is not recoverable, the fair value is determined, and an impairment is recognized for the amount by which the carrying value exceeds the fair value. No impairment of long-lived assets occurred in the nine months ended September 30, 2021. An impairment of the Company’s operating lease right-of-use assets and property and equipment of $0.8 million was recorded in the nine months ended September 30, 2020. Acquired Intangible Assets Acquired intangible assets consist of developed technology, including in-process research and development (“IPR&D”), customer relationships, backlog, database content, noncompetition agreements, and tradenames and trademarks, resulting from the Company’s acquisitions. Acquired intangible assets are recorded at fair value on the date of acquisition and amortized over their estimated useful lives. IPR&D is initially capitalized at fair value as a developed technology intangible asset with an indefinite life and assessed for impairment thereafter. When an IPR&D project is completed, it is amortized over the asset’s estimated useful life. The Company recognizes an earnout liability for acquisitions of intangible assets that are accounted for as an asset acquisition when the liability is earned and the amount is known. The earnout liability is capitalized as part of the cost of the assets acquired and amortized over the remaining useful life of the asset. Asset acquisition-related costs, primarily legal fees, are capitalized and included in the cost basis of the intangible asset when incurred. Income Taxes The Company’s deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and income tax basis of assets and liabilities and are measured using the tax rates that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. The Company assesses its income tax positions and records tax benefits or expense based upon management’s evaluation of the facts, circumstances, and information available at the reporting date. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current period and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. The Company will recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Judgement is required in assessing the future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. Variations in the actual outcome of these future tax consequences could materially impact the consolidated financial statements. Stock-Based Compensation The Company accounts for stock-based compensation by calculating the fair value of each option, restricted stock unit (“RSU”) or performance share unit (“PSU”) issued under the 2018 Equity Incentive Plan (the “2018 Plan”) Revenue Recognition The Company primarily generates revenue from fees paid for subscriptions to tax compliance solutions and fees paid for services performed in preparing and filing tax returns on behalf of its customers. Amounts that have been invoiced are recorded in trade accounts receivable and deferred revenue, contract liabilities, or revenue, depending upon whether the revenue recognition criteria have been met. Revenue is recognized once the customer is provisioned and services are provided in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company’s revenue recognition policy follows guidance from Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The Company determines revenue recognition through the following five-step framework: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the Company satisfies a performance obligation. The Company identifies performance obligations in its contracts with customers, which primarily include subscription services and professional services. The transaction price is determined based on the amount which the Company expects to be entitled to in exchange for providing the promised services to the customer, and is comprised of both fixed and variable consideration. The transaction price in the contract is allocated to each distinct performance obligation on a relative standalone selling price basis. Revenue is recognized when performance obligations are satisfied. Contract payment terms are typically net 30 days. Collectability is assessed based on a number of factors including collection history and creditworthiness of the customer, and the Company may mitigate exposure to credit risk by requiring payments in advance. If collectability of substantially all consideration to which the Company is entitled under the contract is determined to be not probable, revenue is not recorded until collectability becomes probable at a later date. Revenue is recorded based on the transaction price excluding amounts collected on behalf of third parties, such as sales taxes collected and remitted to governmental authorities. Subscription and Returns Revenue Subscription and returns revenue primarily consist of contractually agreed upon fees paid for using the Company’s cloud-based solutions, which include tax calculation and compliance management services, preparing and filing transaction tax returns on behalf of customers, and tax content subscription services. Under most of the Company’s subscription agreements, customers select a price plan that includes an allotted maximum number of transactions over the subscription term. Unused transactions are not carried over to the customer’s next subscription term, and customers are not entitled to refunds of fees paid or relief from fees due in the event they do not use the allotted number of transactions. If customers exceed the maximum transaction level within their price plan, the Company will generally upgrade the customer to a higher transaction price plan or, in some cases, charge overage fees on a per transaction basis. Fees paid for subscription services to tax content vary depending on the volume of tax information accessible to the customer. The Company’s subscription arrangements do not provide the customer with the right to take possession of the software supporting the cloud-based application services. The Company’s standard subscription contracts are non-cancelable except where contract terms provide rights to cancel in the first 60 days of the contract term. Cancellations under the Company’s standard subscription contracts are not material, and do not have a significant impact on revenue recognized. Tax returns processing services include collection of tax data and amounts, preparation of compliance forms, and submission to taxing authorities. Returns processing services are primarily charged on a subscription basis for an allotted number of returns to process within a given time period. Revenue is recognized ratably over the contractual term of the arrangement, beginning on the date that the service is made available to the customer. The Company invoices its subscription customers for the initial term at contract signing and at each subscription renewal. Initial terms generally range from 12 to 18 months, and renewal periods are typically one year. Amounts that are contractually billable and have been invoiced, or which have been collected as cash, are initially recorded as deferred revenue or contract liabilities. While most of the Company’s customers are invoiced once at the beginning of the term, a portion of customers are invoiced semi-annually, quarterly, or monthly. Included in the total subscription fee for cloud-based solutions are non-refundable upfront fees that are typically charged to new customers. These fees are associated with work performed to set up a customer with the Company’s services, and do not represent a distinct good or service. Instead, the fees are included within the transaction price and allocated to the remaining performance obligations in the contract. The Company recognizes revenue for these fees in accordance with the revenue recognition for those performance obligations. Also included in subscription and returns revenue is interest income on funds held from customers. The Company uses trust accounts at FDIC-insured institutions to provide tax remittance services to customers and collect funds from customers in advance of remittance to tax authorities. After collection and prior to remittance, the Company earns interest on these funds. Professional Services Revenue The Company generates professional services revenue from providing tax analysis and services, including tax registrations, voluntary disclosure agreements, nexus studies, and backfiling services. Additionally, the Company provides configurations, data migrations, integration, and training for its subscriptions and returns products. The 2020 acquisitions of Transaction Tax Resources, Inc. (“TTR”) and Business Licenses, LLC (“Business Licenses”) (see Note 5) expanded the scope of professional services to include business licenses and registration services and tax refund claims and recovery assistance. The Company invoices for professional service arrangements on a fixed fee, milestone, or time and materials basis. The transaction price allocated to professional services performance obligations is recognized as revenue as services are performed or upon completion of work. Judgments and Estimates The Company’s contracts with customers often include obligations to provide multiple services to a customer. Determining whether services are considered distinct performance obligations that should be accounted for separately from one another requires judgment. Subscription services and professional services are both distinct performance obligations that are accounted for separately. Judgment is required to determine the standalone selling price (“SSP”) for each distinct performance obligation. The Company allocates revenue to each performance obligation based on the relative SSP. The Company determines SSP for performance obligations based on overall pricing objectives, which take into consideration observable prices, market conditions and entity-specific factors. This includes a review of historical data related to the services being sold and customer demographics. The Company uses a range of amounts to estimate SSP for performance obligations. There is typically more than one SSP for individual services due to the stratification of those services by information, such as size and type of customer. Assets Recognized from the Costs to Obtain a Contract with a Customer The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of those costs to be longer than one year. The Company has determined that certain costs related to employee sales incentive programs (sales commissions) and partner commission programs represent incremental costs of obtaining a contract and therefore should be capitalized. Capitalized costs are included in deferred commissions on the consolidated balance sheets. These deferred commissions are amortized over an estimated period of benefit, generally six years. The Company determines the period of benefit by taking into consideration past experience with customers, the expected life of acquired technology that generates revenue, industry peers, and other available information. The period of benefit is generally longer than the term of the initial contract because of anticipated renewals. The Company elected to apply the practical expedient to recognize the incremental costs of obtaining a contract as an expense if the amortization period of the asset would have been one year or less. L eases Leases arise from contracts which convey the right to control the use of identified property or equipment for a period of time in exchange for consideration. The Company’s leasing arrangements are primarily for office space used to conduct operations. The Company determines whether an arrangement is or contains a lease at the inception date, based on whether there is an identified asset and whether the Company controls the use of the identified asset throughout the period of use. Leases commence when the lessor makes the asset available for use. Leases are classified at commencement as either operating or finance leases. All the Company’s leases are classified as operating leases. Rent expense for operating leases is recognized on the straight-line method over the term of the agreement beginning on the lease commencement date. Lease-related costs, which are variable rather than fixed, are expensed in the period incurred. Variable lease costs consist primarily of common area maintenance and utilities costs for the Company’s office spaces that are due based on the actual costs incurred by the landlord. Lease payments that depend on an index or a rate are measured using the index or rate at the commencement date and are included in operating lease costs. Subsequent increases to lease payments due to a change in the index or rate are expensed as a variable lease cost. Recently Adopted Accounting Standards ASU 2019-12 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which amends the existing guidance relating to the accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of U.S. GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company adopted the guidance on January 1, 2021 and the adoption of this new guidance does not have a material effect on its consolidated financial statements. ASU-2020-06 In August 2020, the FASB issued ASU 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which amends the accounting standards for convertible debt instruments that may be settled entirely or partially in cash upon conversion. ASU No. 2020-06 eliminates requirements to separately account for liability and equity components of such convertible debt instruments and eliminates the ability to use the treasury stock method for calculating diluted earnings per share for convertible instruments whose principal amount may be settled using shares. Instead, ASU No. 2020-06 requires (i) the entire amount of the security to be presented as a liability on the balance sheet and (ii) application of the “if-converted” method for calculating diluted earnings per share. The required use of the “if-converted” method will not impact the Company’s diluted earnings per share as long as the Company is in a net loss position. The guidance in ASU No. 2020-06 is required for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2021, for public business entities. Early adoption is permitted, but no earlier than annual reporting periods beginning after December 15, 2020, including interim periods within those annual reporting periods. The Company early adopted this guidance for the fiscal year beginning January 1, 2021, and did so on a modified retrospective basis, without requiring any adjustments. The adoption of ASU No. 2020-06 impacted the accounting for the offering of $977.5 million of 0.25% convertible senior notes due 2026 (the “2026 Notes”) issued by the Company in August 2021, see Note 10 for further discussion. New Accounting Standards Not Yet Adopted ASU 2021-08 In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends the accounting related to contract assets and liabilities acquired in business combinations. Under current GAAP, an entity generally recognizes assets and liabilities acquired in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU 2021-08 requires that entities recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and should be applied prospectively to businesses combinations occurring on or after the effective date of the amendment. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of this new guidance on the consolidated financial statements. |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Investments and Fair Value Measurements | 3. Assets and liabilities measured at fair value on a recurring basis The following financial assets and liabilities are measured at fair value on a recurring basis. The fair values recognized in the accompanying consolidated balance sheets and the level within the fair value hierarchy in which the fair value measurements fall is as follows (in thousands): Fair Value Measurements Using Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Fair Identical Assets Inputs Inputs September 30, 2021 Value (Level 1) (Level 2) (Level 3) Money market funds $ 1,460,482 $ 1,460,482 $ — $ — Available-for-sale securities: U.S. treasury securities 373 373 — — Earnouts related to business combinations 75,528 — — 75,528 Fair Value Measurements Using Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Fair Identical Assets Inputs Inputs December 31, 2020 Value (Level 1) (Level 2) (Level 3) Money market funds $ 649,603 $ 649,603 $ — $ — Earnouts related to business combinations 34,501 — — 34,501 Earnout Liability Earnout liabilities recorded in connection with an acquisition accounted for as a business combination under ASC 805 are recorded at estimated fair value on a recurring basis. Business combinations are discussed in Note 5. Earnouts recorded in connection with asset acquisitions are recorded as earnout payments become known. As such, earnouts related to asset acquisitions, which are discussed in Note 7, Earnout liabilities are classified as Level 3 liabilities because the Company uses unobservable inputs to value them, reflecting its assessment of the assumptions market participants would use to value these liabilities. Changes in the fair value of earnout liabilities are recorded in other (income) expense, net in the consolidated statements of operations. The Company estimates the fair value of earnout liabilities for business combinations using either probability-weighted discounted cash flows and Monte Carlo simulations or a scenario-based approach. The earnout liability associated with the acquisition of Davo Technologies LLC (“Davo”) is based on the achievement of specific revenue growth thresholds through March 2023. As of September 30, 2021, the earnout liability associated with the acquisition of Davo was valued utilizing a discount rate of 7 %. The Davo discount rate was calculated using the build-up method with a risk-free rate commensurate with the term of the earnout based on the equity, asset and revenue betas, size premium, and the Company’s specific risk premium, as well as the market risk premium using a bottom-up approach . The earnout liability associated with the 2020 acquisition of T TR is based on the achievement of specific revenue growth thresholds through December 2022. As of September 30 , 2021, the earnout liability associated with the acquisition of TTR was valued utilizing a discount rate of %. The TTR discount rate was calculated using the build-up method with a risk-free rate commensurate with the term of the earnout based on the equity , asset and revenue betas, size premium, and the Company’s specific risk premium, as well as the market risk premium using a bottom-up approach. The earnout liability associated with the 2020 acquisition of Business Licenses is based on the achievement of certain performance metrics through November 2024. As of September 30 , 2021, the earnout liability associated with the acquisition of Business Licenses was valued utilizing a discount rate of % based on the Company’s estimated pre-tax cost of debt. The Business Licenses earnout was assumed by management to have a high probability of achievement. The earnout period for the 2019 acquisition of Portway International Inc. (“Portway”) ended as of January 31, 2021 and did not result in any additional earnout payments due to not meeting the revenue targets. A reconciliation of the beginning and ending balances of recurring fair value measurements recognized in the accompanying consolidated balance sheets using significant unobservable (Level 3) inputs, is as follows (in thousands): For the Three Months Ended September 30, 2021 2020 Earnout liabilities related to business combinations: Balance beginning of period $ 67,454 $ 33 Measurement period adjustment 1,927 — Payments of earnout liabilities (33 ) — Total unrealized loss included in other (income) expense, net 6,180 — Balance end of period $ 75,528 $ 33 For the Nine Months Ended September 30, 2021 2020 Earnout liabilities related to business combinations: Balance beginning of period $ 34,501 $ 13,808 Fair value recorded at acquisition 28,620 — Measurement period adjustment 3,729 — Payments of earnout liabilities (33 ) (11,450 ) Total unrealized net (gain) loss included in other (income) expense, net 8,711 (2,325 ) Balance end of period $ 75,528 $ 33 Assets and liabilities measured at fair value on a non-recurring basis The Company’s non-financial assets and liabilities, which include goodwill, intangible assets, long-lived assets and deferred revenue, and the Company’s liabilities for the accrued purchase price related to acquisitions, The estimation of fair value for these assets and liabilities requires the use of significant unobservable inputs, and as a result, the Company classifies these assets and liabilities as Level 3 within the fair value hierarchy. There were no additional fair value measurements of these assets during the first nine months of 2021, except as discussed in Note 5. Fair Value of Other Financial Instruments The Company has a principal amount of $977.5 million of 2026 Notes that are carried on the balance sheet at amortized cost. The estimated fair value of the 2026 Notes is $1.0 billion as of September 30, 2021. The estimated fair value of the 2026 Notes was determined through inputs that are observable in the market, and are classified as Level 2. |
Balance Sheet Detail
Balance Sheet Detail | 9 Months Ended |
Sep. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Detail | 4 . Balance Sheet Detail Property and equipment, net consisted of the following (in thousands): Useful September 30, December 31, Life (Years) 2021 2020 Computer equipment and software 3 to 5 $ 18,840 $ 15,749 Internally developed software 3 to 6 22,043 10,438 Furniture and fixtures 5 6,487 6,651 Office equipment 3 to 5 1,096 1,006 Leasehold improvements 1 to 10 29,823 29,928 78,289 63,772 Accumulated depreciation (35,644 ) (29,059 ) Property and equipment—net $ 42,645 $ 34,713 Depreciation expense was $3.3 million. and $8.7 million for the three and nine months ended September 30, 2021, respectively, Prepaid expenses and other current assets consisted of the following (in thousands): September 30, December 31, 2021 2020 Prepaid expenses $ 29,286 $ 13,968 Deposits 205 2,557 Other 1,611 3,573 Total $ 31,102 $ 20,098 Accrued expenses consisted of the following (in thousands): September 30, December 31, 2021 2020 Accrued payroll and related taxes $ 12,372 $ 7,903 Accrued federal, state, local, and foreign taxes 7,343 4,338 Accrued bonus 31,874 29,518 Self-insurance reserves 1,725 1,563 Employee stock purchase plan contributions 2,944 5,927 Accrued sales commissions 4,924 5,563 Accrued partner commissions 10,224 9,173 Contract liabilities 8,597 10,134 Interest payable on convertible senior notes 333 — Other 11,642 10,413 Total $ 91,978 $ 84,532 Contract liabilities represent amounts that are collected in advance of the satisfaction of performance obligations. See Contract Liabilities |
Acquisitions of Businesses
Acquisitions of Businesses | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisitions of Businesses | 5 . Acquisitions of Businesses Announced Acquisition of CrowdReason and CorrelationAdvisors On October 18, 2021, the Company acquired substantially all the assets of CrowdReason LLC, a Texas limited liability company (“CrowdReason”), and CorrelationAdvisors LLC, a Texas limited liability company (“CorrelationAdvisors”) under an asset purchase agreement. At close, the Company paid $8.3 million in cash. The agreement includes an acquisition holdback of $2.0 million payable in 18 months or less subject to reductions for certain indemnifications and other potential obligations of CrowdReason and Correlation Advisors. The agreement also contains a three-year software applications, solutions , and services for property tax compliance. CorrelationAdvisors provides consulting services related to property valuation and property tax compliance. The Company will account for the CrowdReason and CorrelationAdvisors acquisition as a business combination and plans to provide a preliminary asset valuation and other required acquisition-related disclosures in its annual report on Form 10-K for the year ending December 31, 2021 . Announced Acquisition of Track1099 On October 1, 2021, the Company acquired substantially all the assets of Track1099 LLC, a Delaware limited liability company (“Track1099”) under an asset purchase agreement. At close, the Company paid $35.0 million in cash . The agreement includes an acquisition holdback two-year September 2021 Acquisition of 3CE Technologies, Inc On September 7, 2021, the Company acquired substantially all the assets of 3CE Technologies, Inc. (“3CE”) under an Asset Purchase Agreement (the “3CE Purchase”). expand and improve Avalara’s HS classification content and provide a new self-service model to sell to the Company’s customers. The Company accounted for the 3CE Purchase as a business combination. The acquisition has been included in the Company’s consolidated results of operations since the acquisition date; however, the effect of the business combination is not material to the consolidated results of operations. The total consideration related to this transaction is $11.2 million, consisting of $9.9 million cash paid at close and an acquisition holdback with a fair value upon acquisition of $1.3 million. Preliminary estimated fair values of the assets acquired and the liabilities assumed in the 3CE Purchase as of the acquisition date include intangible assets of $2.5 million primarily attributable to developed technology and customer relationships and goodwill of $8.3 million. The estimated fair values for acquired accounts receivable, deferred revenue, and intangible assets are preliminary in nature and subject to adjustment when the necessary information is available to complete the valuation April 2021 Acquisition of Inposia On April 1, 2021, the Company acquired the outstanding equity of Inposia Solutions, GmbH (“Inposia”) under a Share Purchase Agreement (the “Inposia Purchase”). Inposia is a German software company that delivers e-invoicing, digital tax reporting, and system and data integration to support digital transformation efforts and address real-time compliance requirements for businesses. Inposia will build upon Avalara’s existing e-invoicing capabilities in Brazil and India to support customers worldwide with real-time compliance. The Company accounted for the Inposia Purchase as a business combination. Acquisition-related costs of $1.4 million were primarily for legal and due-diligence related fees and were recorded in general and administrative expense, of which $1.0 million was incurred in the second half of 2020 and $0.4 million was incurred in the first nine months of 2021. The total consideration transferred related to this transaction was €31.8 million (or approximately $37.4 million using the exchange rate on April 1, 2021), consisting of net cash consideration of $14.5 million and 164,416 shares of the Company’s common stock paid at closing with an acquisition date fair value of $23.0 million. Net cash consideration consists of $12.2 million cash paid at closing, and a million cash deposit paid in the fourth quarter of 2020, offset by $0.2 million cash received by the Company in the third quarter of 2021 as a result of net working capital adjustments. A portion of shares issued are held in escrow as of September 30, 2021, and will be released to the Inposia shareholders during the 18 months following the acquisition, subject to reduction for certain indemnification and other potential obligations of the Inposia shareholders. The shares held in escrow are considered issued and outstanding, and are recorded in shareholders’ equity on the consolidated balance sheet as of September 30, 2021. Measurement period adjustments recognized in the third quarter of 2021 related primarily to updated estimated fair values for acquired intangible assets, deferred tax liabilities, and a net working capital adjustment. Previously Reported As of June 30, 2021 Purchase Price Allocation Measurement Period Adjustment As Adjusted Cash paid at closing (net of amounts returned) $ 14,671 $ (188 ) $ 14,483 Fair value of common stock issued at closing 22,971 — 22,971 Total consideration $ 37,642 $ (188 ) $ 37,454 Preliminary estimated fair values of the assets acquired and the liabilities assumed in the Inposia Purchase as of the acquisition date are provided in the following table (in thousands): Previously Reported As of June 30, 2021 Purchase Price Allocation Measurement Period Adjustment As Adjusted Assets acquired: Cash and cash equivalents $ 1,264 $ — $ 1,264 Trade accounts receivable 1,767 — 1,767 Other current assets 268 — 268 Operating lease right-of-use assets 928 — 928 Property and equipment 98 — 98 Developed technology, customer relationships, and other intangibles 12,684 1,820 14,504 Goodwill 27,702 (1,486 ) 26,216 Other noncurrent assets 35 — 35 Total assets acquired 44,746 334 45,080 Liabilities assumed: Trade payables and accrued expenses 1,340 — 1,340 Deferred revenue 811 (55 ) 756 Other liabilities, noncurrent 106 — 106 Operating lease liabilities 928 — 928 Deferred tax liability 3,919 577 4,496 Total liabilities assumed 7,104 522 7,626 Net assets acquired $ 37,642 $ (188 ) $ 37,454 The estimated fair values for acquired intangible assets, deferred revenue, and deferred tax liabilities are preliminary in nature and subject to adjustment when the necessary information is available to complete the valuation. The carrying amount of trade accounts receivable acquired in the Inposia Purchase approximates the fair value. The fair value of deferred revenue was estimated utilizing a discount rate of 4.0% based on the Company’s estimated pre-tax cost of debt. The Company utilizes different valuation approaches and methodologies to determine the fair value of acquired intangible assets. The weighted-average amortization period for all intangibles acquired in the Inposia Purchase is 6.2 years . A summary of the valuation methodologies, significant assumptions, and estimated useful lives of acquired intangible assets in the Inposia Purchase are provided in the below table (in thousands ): Intangible Previously Reported Assigned Value As of June 30, 2021 Purchase Price Allocation Measurement Period Adjustment As Reported Assigned Value Valuation Methodology Discount Rate Estimated Useful Life Customer relationships $ 1,585 $ 1,938 $ 3,523 Multi-period excess earnings-income approach 18.5 % 8 years Developed technology 9,572 — 9,572 Relief from royalty-income approach 18.5 % 6 years Noncompetition agreements 1,292 (118 ) 1,174 With-and-without valuation-income approach 21.0 % 3 years Tradename 235 — 235 Relief from royalty-income approach 18.5 % 3 years The excess of the purchase price over the net identified tangible and intangible assets is $26.2 million and has been recorded as goodwill, which includes synergies expected from the combined service offerings and the value of the assembled workforce. The goodwill is not expected to be deductible for tax purposes. For the period from the date of the Inposia Purchase through September 30, 2021, revenue was $4.0 million and pre-tax loss was $1.5 million from the Inposia business. April 2021 Acquisition of Davo On April 20, 2021, the Company acquired substantially all the assets of Davo under an Asset Purchase Agreement (the “Davo Purchase”). Davo helps emerging small businesses automate the daily and ongoing requirements for sales tax. As a result of the acquisition, Davo extends Avalara’s ability to provide integrated sales tax compliance processes to alleviate the burden of compliance on small businesses. The Company accounted for the Davo Purchase as a business combination. Acquisition-related costs of $0.1 million were primarily for legal and due-diligence related fees and were recorded in general and administrative expense. The total consideration transferred related to this transaction was $56.9 million, consisting of $23.5 million cash paid at close, a $0.3 million cash deposit paid in the first quarter of 2021, an acquisition holdback with a fair value upon acquisition of $2.6 million, and an earnout provision with a fair value upon acquisition of $30.5 million. The acquisition holdback represents an additional $2.6 million of cash to be paid Davo shareholders during the 18 months following the acquisition date, subject to reduction for certain indemnifications and other potential obligations of Davo shareholders. The acquisition holdback liability is recorded in accrued purchase price related to acquisitions, noncurrent portion on the consolidated balance sheet as of September 30, 2021. The earnout will be calculated as a multiple of certain performance metrics during the 12-month measurement periods ending March 31, 2022 and 2023, and there is not a stated minimum or maximum payment required under the earnout. Of the earnout liability recognized at the date of the business combination, $15.1 million is recorded in accrued earnout liabilities, current and $15.4 million is recorded in accrued earnout liabilities, noncurrent. The earnout liability is adjusted to fair value quarterly (see Note 3). Measurement period adjustments recognized in the third quarter of 2021 related primarily to updated estimated fair values for acquired intangible assets, earnout liability, and a net working capital adjustment. Previously Reported As of June 30, 2021 Purchase Price Allocation Measurement Period Adjustment As Adjusted Cash paid through closing $ 23,818 $ — $ 23,818 Fair value of earnout provision 28,620 1,927 30,547 Fair value of holdbacks 2,600 (9 ) 2,591 Total consideration $ 55,038 $ 1,918 $ 56,956 Preliminary estimated fair values of the assets acquired and the liabilities assumed in the Davo Purchase as of the acquisition date are provided in the following table (in thousands): Previously Reported As of June 30, 2021 Purchase Price Allocation Measurement Period Adjustment As Adjusted Assets acquired: Cash and cash equivalents $ 198 $ — $ 198 Funds held from customers 12,464 — 12,464 Trade accounts receivable 119 — 119 Other current assets 58 — 58 Operating lease right-of-use assets 46 — 46 Developed technology, customer relationships, and other intangibles 6,427 414 6,841 Goodwill 48,426 1,505 49,931 Other noncurrent assets 2 (1 ) 1 Total assets acquired 67,740 1,918 69,658 Liabilities assumed: Accrued expenses 117 — 117 Deferred revenue 75 — 75 Operating lease liabilities 46 — 46 Customer fund obligations 12,464 — 12,464 Total liabilities assumed 12,702 — 12,702 Net assets acquired $ 55,038 $ 1,918 $ 56,956 The estimated fair values for acquired intangible assets and earnout consideration are preliminary in nature and subject to adjustment, when the necessary information is available to complete the valuation. The carrying amount of trade accounts receivable acquired in the Davo Purchase approximates the fair value. The Company utilizes different valuation approaches and methodologies to determine the fair value of acquired intangible assets. The weighted-average amortization period for all intangibles acquired in the Davo Purchase is 6.8 years. A summary of the valuation methodologies, significant assumptions, and estimated useful lives of acquired intangible assets in the Davo Purchase are provided in the below table (in thousands): Intangible Previously Reported Assigned Value As of June 30, 2021 Purchase Price Allocation Measurement Period Adjustment As Reported Assigned Value Valuation Methodology Discount Rate Estimated Useful Life Customer relationships $ 4,350 $ (50 ) $ 4,300 Multi-period excess earnings-income approach and replacement cost method-cost approach 14.5 % 8 years Developed technology 1,800 100 1,900 Relief from royalty-income approach 14.5 % 5 years Noncompetition agreements 191 364 555 With-and-without valuation-income approach 16.5 % 5 years Tradename 86 — 86 Relief from royalty-income approach 14.5 % 1 years The excess of the purchase price over the net identified tangible and intangible assets is $49.9 million and has been recorded as goodwill, which includes synergies expected from the combined service offerings and the value of the assembled workforce. The goodwill is expected to be deductible for tax purposes. For the period from the date of the Davo Purchase through September 30, 2021, revenue was $1.3 million and pre-tax loss was $1.2 million from the Davo business. October 2020 Acquisition of Transaction Tax Resources On October 5, 2020, the Company acquired the outstanding equity of TTR under a Merger Agreement (the “TTR Merger”). TTR is a leading provider of tax content, research, consulting, and automation tools in the U.S., with products that include software solutions for companies and governments. As a result of the acquisition, the Company expanded its tax content, added new product offerings, and reached new customer segments. The total consideration related to this transaction was $370.1 million, consisting of $294.0 million in cash paid at closing, acquisition holdbacks with a fair value upon acquisition of $57.3 million, and an earnout provision with a fair value upon acquisition of $18.9 million. The acquisition holdbacks represent the present value of an additional $57.3 million of cash to be paid up to three years following the acquisition, subject to reduction for certain indemnifications and other potential obligations of the TTR shareholders, discounted utilizing a risk-free discount rate of 0.13%. The earnout is payable to TTR’s founder and shareholder no later than February 2023. The maximum earnout payment is $26.4 Measurement period adjustments recognized in the first quarter of 2021 related to the finalization of the estimated fair values for customer relationships, contract backlog, and earnout liability, and a net working capital adjustment. Previously Reported As of December 31, 2020 Purchase Price Allocation Measurement Period Adjustment As Adjusted Cash paid at closing $ 294,017 $ — $ 294,017 Fair value of holdbacks 57,477 (217 ) 57,260 Fair value of earnout provision 15,740 3,131 18,871 Total consideration $ 367,234 $ 2,914 $ 370,148 Estimated fair values of the assets acquired and the liabilities assumed in the TTR Merger as of the acquisition date and including measurement period adjustments are provided in the following table (in thousands): Previously Reported As of December 31, 2020 Purchase Price Allocation Measurement Period Adjustment As Adjusted Assets acquired: Cash and cash equivalents $ 2,294 $ — $ 2,294 Trade accounts receivable 5,966 — 5,966 Other current assets 93 — 93 Operating lease right-of-use assets 1,760 — 1,760 Property and equipment 848 — 848 Developed technology, customer relationships, and other intangibles 49,000 (7,500 ) 41,500 Goodwill 327,039 8,526 335,565 Total assets acquired 387,000 1,026 388,026 Liabilities assumed: Trade payables and accrued expenses 731 — 731 Deferred revenue 8,500 — 8,500 Operating lease liabilities 1,760 — 1,760 Deferred tax liability 8,775 (1,888 ) 6,887 Total liabilities assumed 19,766 (1,888 ) 17,878 Net assets acquired $ 367,234 $ 2,914 $ 370,148 The carrying amount of trade accounts receivable acquired in the TTR Mer ger was $7.2 million and was recorded at $6.0 million on the date of acquisition to approximate the fair value. The fair value of deferred revenue was estimated using the income approach, utilizing a bottom-up method that estimated the costs required to support the remaining obligations plus an assumed profit margin, and discounted to present value utilizing a risk-adjusted discount rate of 3.5 %. The Company utilizes different valuation approaches and methodologies to determine the fair value of acquired intangible assets. The weighted-average amortization period for all intangibles acquired in the TTR Merger is 4.7 years. The weighted-average amortization period for developed technology intangibles acquired in the TTR Merger is 4.0 years. A summary of the valuation methodologies, significant assumptions, and estimated useful lives of acquired intangible assets in the TTR Merger are provided in the below table (in thousands): Intangible Previously Reported Assigned Value As of December 31, 2020 Purchase Price Allocation Measurement Period Adjustment As Reported Assigned Value Valuation Methodology Discount Rate Estimated Useful Life Customer relationships $ 26,000 $ (5,000 ) $ 21,000 Multi-period excess earnings-income approach 18% 6 years Developed technology 9,600 — 9,600 Relief from royalty-income approach and replacement cost method-cost approach 17% to 18% 3 to 6 years Tradename 5,800 — 5,800 Relief from royalty-income approach 17% 2 years Contract backlog 5,800 (2,500 ) 3,300 Multi-period excess earnings-income approach 17% 3 years Noncompetition agreements 1,800 — 1,800 With-and-without valuation-income approach 19% 5 years The excess of the purchase price over the net identified tangible and intangible assets is $335.6 million and has been recorded as goodwill, which includes synergies expected from the combined service offerings and the value of the assembled workforce. The goodwill is not expected to be deductible for tax purposes. The acquisition holdback liability is recorded in accrued purchase price related to acquisitions, with $37.8 million included in the current portion on the consolidated balance sheet as of September 30, 2021, and $19.9 million and $37.7 million included in the current and noncurrent portions, respectively, on the consolidated balance sheet as of December 31, 2020. A portion of the acquisition holdback liability in the amount of $19.9 million was settled in the first nine months of 2021, comprised of cash paid of $0.8 million in the first quarter, $18.8 million paid in the second quarter and no additional payments in the third quarter to sellers. November 2020 Acquisition of Business Licenses On November 5, 2020, the Company acquired substantially all of the assets of Business Licenses under an Asset Purchase Agreement (the “Business Licenses Purchase”). Business Licenses is a leading provider of license content, software, management, and services that automate and streamline business license compliance for companies of all sizes. As a result of the acquisition, the Company expanded its product offerings to include complementary compliance solutions beyond tax, such as business licenses and registrations. The Company accounted for the Business Licenses Purchase as a business combination. The total consideration transferred related to this transaction was $93.3 million, consisting of $64.8 million paid in cash at closing, an acquisition holdback with a fair value upon acquisition of $11.1 million, and an earnout provision with a fair value upon acquisition of $17.4 million. The acquisition holdback represents the present value of an additional $11.1 million of cash to be paid after 18 months to Business Licenses’ shareholders, subject to reduction for certain indemnification obligations, discounted utilizing a risk-free discount rate of 0.13%. The maximum earnout payment of up to $20.7 million will be paid, in shares of the Company’s common stock, to Business Licenses’ shareholders following the achievement of certain Business Licenses operating performance metrics during the four years following the acquisition. The potential amount of all future payments that could be required under the earnout is between $0 and $20.7 million. The earnout was originally recognized at fair value at the date of the business combination is adjusted to fair value quarterly (see Note 3). Measurement period adjustments recognized in the first quarter of 2021 related to the finalization of the estimated fair value of the earnout liability and a net working capital adjustment. Previously Reported As of December 31, 2020 Purchase Price Allocation Measurement Period Adjustment As Adjusted Cash paid at closing $ 64,812 $ — $ 64,812 Fair value of holdbacks 11,415 (306 ) 11,109 Fair value of earnout provision 18,728 (1,328 ) 17,400 Total consideration $ 94,955 $ (1,634 ) $ 93,321 Estimated fair values of the assets acquired and the liabilities assumed in the Business Licenses Purchase as of the acquisition date and including measurement period adjustments are provided in the following table (in thousands): Previously Reported As of December 31, 2020 Purchase Price Allocation Measurement Period Adjustment As Adjusted Assets acquired: Cash and cash equivalents $ 120 $ — $ 120 Trade accounts receivable 1,326 — 1,326 Customer fund assets 1,074 — 1,074 Other current assets 101 — 101 Operating lease right-of-use assets 1,644 — 1,644 Property and equipment 87 — 87 Developed technology, customer relationships, and other intangibles 19,525 — 19,525 Goodwill 73,775 (1,634 ) 72,141 Other noncurrent assets 31 — 31 Total assets acquired 97,683 (1,634 ) 96,049 Liabilities assumed: Accrued expenses 56 — 56 Customer fund obligations 1,028 — 1,028 Operating lease liabilities 1,644 — 1,644 Total liabilities assumed 2,728 — 2,728 Net assets acquired $ 94,955 $ (1,634 ) $ 93,321 The carrying amount of trade accounts receivable acquired in the Business Licenses Purchase approximate the fair value. The Company utilizes different valuation approaches and methodologies to determine the fair value of acquired intangible assets. The weighted-average amortization period for all intangibles acquired in the Business Licenses Purchase is 5.3 years. The weighted-average amortization period for developed technology intangibles acquired in the Business Licenses Purchase is 3.1 years. A summary of the valuation methodologies, significant assumptions, and estimated useful lives of acquired intangible assets in the Business Licenses Purchase are provided in the below table (in thousands): Intangible Assigned Value Valuation Methodology Discount Rate Estimated Useful Life Customer relationships $ 15,000 Multi-period excess earnings-income approach 19.5% 6 years Developed technology 3,625 Relief from royalty-income approach and replacement cost method-cost approach 19.5% 1 to 5 years Noncompetition agreements 500 With-and-without valuation-income approach 19.5% 5 years Tradename 400 Relief from royalty-income approach 19.5% 1 year The excess of the purchase price over the net identified tangible and intangible assets is $72.1 million and has been recorded as goodwill, which includes synergies expected from the combined service offerings and the value of the assembled workforce. The goodwill is expected to be deductible for tax purposes. As of September 30, 2021, the acquisition holdback liability of $11.1 million is recorded in accrued purchase price related to acquisitions, current portion on the consolidated balance sheet. As of December 31, 2020 the acquisition holdback liability of $11.4 million is recorded in accrued purchase price related to acquisitions, noncurrent portion on the consolidated balance sheet. December 2020 Acquisition of Impendulo On December 1, 2020, the Company acquired the shares of Impendulo (the “Impendulo Purchase”). Impendulo is a London-based provider of insurance tax compliance solutions and offers insurance tax compliance management technology and services, specializing in support for multi-national insurance companies. With the acquisition of Impendulo, the Company expands its product offerings to include insurance premium tax compliance. The Company accounted for the Impendulo Purchase as a business combination. The total consideration transferred related to this transaction was $14.0 million, consisting of $11.7 million paid in cash at closing, $1.2 million paid in the Company’s common stock, and an additional $1.1 million that was paid in the first quarter of 2021 based on final revenue metrics achieved up to the date of acquisition. Measurement period adjustments recognized in the first quarter of 2021 relate to the finalization of the net working capital adjustment. Previously Reported As of December 31, 2020 Purchase Price Allocation Measurement Period Adjustment As Adjusted Cash paid at closing $ 11,713 $ — $ 11,713 Common stock paid at close 1,190 — 1,190 Cash payable accrual 694 425 1,119 Total consideration $ 13,597 $ 425 $ 14,022 Estimated fair values of the assets acquired and the liabilities assumed in the Impendulo Purchase as of the acquisition date and including measurement period adjustments are provided in the following table (in thousands): Previously Reported As of December 31, 2020 Purchase Price Allocation Measurement Period Adjustment As Adjusted Assets acquired: Cash and cash equivalents $ 1,347 $ — $ 1,347 Trade accounts receivable 371 — 371 Other assets 147 — 147 Developed technology, customer relationships, and other intangibles 3,617 — 3,617 Goodwill 10,217 425 10,642 Total assets acquired 15,699 425 16,124 Liabilities assumed: Trade payables and accrued expenses 663 — 663 Deferred revenue and contract liabilities 694 — 694 Deferred tax liability 745 — 745 Total liabilities assumed 2,102 — 2,102 Net assets acquired $ 13,597 $ 425 $ 14,022 The carrying amount of trade accounts receivable acquired in the Impendulo Purchase approximate the fair value. The Company utilizes different valuation approaches and methodologies to determine the fair value of acquired intangible assets. The weighted-average amortization period for all intangibles acquired in the Impendulo Purchase is 5.9 years. A summary of the valuation methodologies, significant assumptions, and estimated useful lives of acquired intangible assets in the Impendulo Purchase are provided in the below table (in thousands): Intangible Assigned Value Valuation Methodology Discount Rate Estimated Useful Life Customer relationship $ 2,964 Multi-period excess earnings-income approach 20% 6 years Developed technology 616 Relief from royalty-income approach 20% 6 years Tradename 37 Relief from royalty-income approach 20% 1 year The excess of the purchase price over the net identified tangible and intangible assets is $10.6 million and has been recorded as goodwill, which includes synergies expected from the combined service offerings and the value of the assembled workforce. The goodwill is not expected to be deductible for tax purposes. Pro Forma Financial Information for the 2021 Acquisitions (Unaudited) T he unaudited pro forma financial information in the table below summarizes the combined results of operations for Avalara, Inposia, and Davo (which are considered relevant for the purposes of unaudited pro forma financial information disclosure) as though the companies were combined as of January 1, 2020. The unaudited pro forma financial information presented also includes certain business combination accounting effects resulting from the acquisitions, including amortization charges from acquired intangible assets, but does not include the fair value adjustment for deferred revenue and contract liabilities. The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisitions had taken place as of January 1, 2020. For the Nine Months Ended September 30, 2021 2020 Total revenue $ 511,837 $ 362,729 Net loss (92,837 ) (41,664 ) |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 6 . Revenue See Note 2 for a description of the Company’s revenue recognition accounting policy. Disaggregation of Revenue The following table disaggregates revenue generated within the United States (U.S.) from revenue generated from customers outside of the U.S. Revenue for transaction tax compliance in the U.S. is further disaggregated based on the solutions or services purchased by customers. Total revenues consisted of the following (in thousands): For the Three Months Ended September 30, 2021 2020 Revenue (U.S.): Subscription and returns Tax calculations $ 91,539 $ 65,312 Tax returns and compliance management 58,846 46,087 Interest income on funds held from customers 215 118 Total subscription and returns 150,600 111,517 Professional services 15,440 8,186 Total revenue (U.S.) 166,040 119,703 Total revenue (non-U.S.) 15,127 8,176 Total revenue $ 181,167 $ 127,879 For the Nine Months Ended September 30, 2021 2020 Revenue (U.S.): Subscription and returns Tax calculations $ 251,301 $ 185,986 Tax returns and compliance management 168,445 126,384 Interest income on funds held from customers 557 701 Total subscription and returns 420,303 313,071 Professional services 43,299 20,978 Total revenue (U.S.) 463,602 334,049 Total revenue (non-U.S.) 40,233 21,760 Total revenue $ 503,835 $ 355,809 Disclosures Related to Contracts with Customers Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to contracts with customers. Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance obligations. To the extent a contract exists, as defined by ASC 606, these liabilities are classified as current and non-current deferred revenue. To the extent that a contract does not exist, as defined by ASC 606 (e.g., customer agreements with non-standard termination rights), these liabilities are classified as contract liabilities. Contract liabilities are transferred to deferred revenue at the point in time when the criteria that establish the existence of a contract are met. Contract Liabilities A summary of the activity impacting the contract liabilities during the three and nine months ended September 30, 2021 and 2020 is presented below (in thousands): For the Three Months Ended September 30, 2021 2020 Contract liabilities: Balance beginning of period $ 11,406 $ 6,195 Contract liabilities transferred to deferred revenue (6,420 ) (2,737 ) Addition to contract liabilities 3,611 4,215 Balance end of period $ 8,597 $ 7,673 For the Nine Months Ended September 30, 2021 2020 Contract liabilities: Balance beginning of period $ 10,134 $ 5,197 Contract liabilities transferred to deferred revenue (15,550 ) (7,992 ) Addition to contract liabilities 14,013 10,468 Balance end of period $ 8,597 $ 7,673 As of September 30, 2021, contract liabilities are expected to be transferred to deferred revenue within the next 12 months and therefore are included in accrued expenses on the consolidated balance sheets. Deferred Revenue A summary of the activity impacting deferred revenue balances during the three and nine months ended September 30, 2021 and 2020 is presented below (in thousands): For the Three Months Ended September 30, 2021 2020 Deferred revenue: Balance beginning of period $ 239,395 $ 167,719 Revenue recognized (181,167 ) (127,879 ) Additional amounts deferred 199,655 140,800 Balance end of period $ 257,883 $ 180,640 For the Nine Months Ended September 30, 2021 2020 Deferred revenue: Balance beginning of period $ 209,690 $ 161,241 Revenue recognized (503,835 ) (355,809 ) Additional amounts deferred 552,028 375,208 Balance end of period $ 257,883 $ 180,640 As of September 30, 2021, $256.2 million of deferred revenue is expected to be recognized within the next 12 months and is included in current liabilities on the consolidated balance sheets. The remaining amount of deferred revenue is included in noncurrent liabilities and is expected to be recognized within the next 18 months. Assets Recognized from the Costs to Obtain Contracts with Customers Assets are recognized for the incremental costs of obtaining a contract with a customer if the benefit of those costs is expected to be longer than one year. These deferred commissions are amortized over an expected period of benefit of generally six years. A summary of the activity impacting the deferred commissions during the three and nine months ended September 30, 2021 and 2020 is presented below (in thousands): For the Three Months Ended September 30, 2021 2020 Deferred commissions: Balance beginning of period $ 60,643 $ 43,356 Additional commissions deferred 6,997 5,406 Amortization of deferred commissions (4,009 ) (2,921 ) Balance end of period $ 63,631 $ 45,841 For the Nine Months Ended September 30, 2021 2020 Deferred commissions: Balance beginning of period $ 50,870 $ 38,416 Additional commissions deferred 23,599 15,818 Amortization of deferred commissions (10,838 ) (8,393 ) Balance end of period $ 63,631 $ 45,841 As of September 30, 2021, $15.7 million of deferred commissions are expected to be amortized within the next 12 months and are included in current assets on the consolidated balance sheets. The remaining amount of deferred commissions is included in noncurrent assets. There were no impairments of assets related to deferred commissions during the nine months ended September 30, 2021 or 2020. There were no assets recognized related to the costs to fulfill contracts during the nine months ended September 30, 2021 or 2020 as these costs were not material. Remaining Performance Obligations Contracts with customers include amounts allocated to performance obligations that will be satisfied at a later date. These amounts include deferred revenue that has been invoiced and non-cancellable amounts that will be invoiced and recognized as revenue in future periods. As of September 30, 2021, the remaining performance obligations to which enforceable rights exist are $ |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 7 . Intangible Assets Intangible assets consisted of the following (in thousands): September 30, 2021 Average Useful Life (Years) Gross Accumulated Amortization Net Backlog 3 $ 3,300 $ (1,288 ) $ 2,012 Customer relationships 3 to 10 68,506 (21,279 ) 47,227 Developed technology (1) 3 to 8 66,882 (34,568 ) 32,314 Noncompetition agreements 3 to 5 5,073 (1,404 ) 3,669 Tradename and trademarks 1 to 4 7,023 (3,828 ) 3,195 $ 150,784 $ (62,367 ) $ 88,417 (1) December 31, 2020 Average Useful Life (Years) Gross Accumulated Amortization Net Backlog 3 $ 5,800 $ (937 ) $ 4,863 Customer relationships 3 to 10 64,302 (14,890 ) 49,412 Developed technology (1) 3 to 8 52,144 (27,646 ) 24,498 Noncompetition agreements 3 to 5 3,062 (766 ) 2,296 Tradename and trademarks 1 to 4 6,679 (1,235 ) 5,444 $ 131,987 $ (45,474 ) $ 86,513 (1) Finite-lived intangible assets are amortized over their estimated useful life. Finite-lived intangible assets amortization expense was $6.3 million and $17.0 million for the three and nine months ended September 30, 2021, respectively, and $1.5 million and $4.9 million for the three and nine months ended September 30, 2020, respectively. Acquisitions of finite-lived intangible assets In May 2018, the Company acquired developed technology to facilitate cross-border transactions (e.g., tariffs and duties), from Tradestream Technologies Inc. and Wise 24 Inc. (the “Sellers”) for cash and common stock. Total consideration for the purchase includes an earnout computed on future billings recognized by the Company over the next six years, up to a maximum of $30.0 million. The earnout is payable in cash or common stock at the end of each six-month measurement period ending on June 30 or December 31 through 2023. Through September 30, 2021, the sellers have earned approximately $1.9 million under the earnout provision since the acquisition date. An earnout liability of $0.3 million was recorded within the current portion of accrued earnout liabilities as of September 30, 2021 for the earnout period ending December 31, 2021 and is expected to be paid in cash to the sellers in the first quarter of 2022. Goodwill Changes in the carrying amount of goodwill for the nine months ended September 30, 2021 Balance—December 31, 2020 $ 513,234 Measurement period adjustment - 2020 acquisitions (1) 7,317 Acquisition of Davo 49,931 Acquisition of Inposia 26,216 Acquisition of 3CE 8,290 Cumulative translation adjustments (1,220 ) Balance—September 30, 2021 $ 603,768 (1) Goodwill is tested for impairment annually on October 31 at the reporting unit level or whenever circumstances occur indicating goodwill might be impaired. The impairment test involves comparing the fair value of each reporting unit to its carrying value, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit. If the fair value exceeds carrying value, the Company will conclude that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to the excess, not to exceed the carrying value. The Company has three reporting units for goodwill impairment testing consisting of its U.S., European, and Brazilian operations. As of September 30, 2021, the Brazilian reporting unit had no associated goodwill. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | 8. Leases Total lease cost, net of sublease income, was $4.1 million and $12.4 million for the three and nine months ended September 30, 2021, respectively, and $4.1 million and $11.8 million for the three and nine months ended September 30, 2020, respectively Sublease income was $0.4 million and $1.2 million for the three and nine months ended September 30, 2021, respectively and $0.4 million and $1.1 million for the three and nine months ended September 30, 2020, respectively. Leases that commenced in the first nine months of 2021 increased operating lease right-of-use assets by $1.8 million. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9 . Commitments and Contingencies Contingencies Loss contingencies may arise in connection with the ordinary conduct of the Company’s business activities. The Company considers all loss contingencies on a quarterly basis and based on known facts assesses whether potential losses are considered reasonably possible, probable, and estimable. The Company establishes an accrual for loss contingencies when the loss is both probable and reasonably estimable. If the estimated loss is a range of potential outcomes and there is no better estimate within the range, management accrues the amount at the low end of the range. These accruals represent management’s estimate of probable losses and, in such cases, there may be an exposure to loss in excess of the amounts accrued. Significant judgment is required to determine both likelihood of there being a probable loss and the estimated amount of a loss. If a loss contingency is not both probable and reasonably estimable, the Company does not establish an accrual, but will evaluate other disclosure requirements and continue to monitor the matter for developments that would make the loss contingency both probable and reasonably estimable. The ultimate outcome of any litigation relating to a loss contingency is uncertain and, regardless of outcome, litigation can have an adverse impact on the Company because of defense costs, negative publicity, diversion of management resources and other factors. In its standard subscription agreements, the Company has agreed to indemnification provisions with respect to certain matters. Further, from time to time, the Company has also assumed indemnification obligations through its acquisition activity. These indemnification provisions can create a liability to the Company if its services do not appropriately calculate taxes due to tax jurisdictions, or if the Company is delinquent in the filing of returns on behalf of its customers. Although the Company’s agreements have disclaimers of warranties that limit its liability (beyond the amounts the Company agrees to pay pursuant to its indemnification obligations and guarantees, as applicable), a court could determine that such disclaimers and limitations are unenforceable as a matter of law and hold the Company liable for certain errors. Further, in some instances the Company has negotiated agreements with specific customers or assumed agreements in connection with the Company’s acquisitions that do not limit this liability or disclaim these warranties. It is not possible to reasonably estimate the potential loss under these indemnification arrangements. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 10. Debt Convertible Senior Notes In August 2021, the Company completed a private offering of $977.5 million principal amount of 0.25% convertible senior notes due 2026 (the “2026 Notes”). The 2026 Notes are unsecured obligations and bear interest at a fixed rate of 0.25% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2022. The 2026 Notes will mature on August 1, 2026, unless earlier converted, redeemed or repurchased. The Company incurred $17.6 million of debt issuance costs in connection with the 2026 Notes offering consisting of the initial purchasers’ commissions and legal, accounting, and other direct costs of the offering. The total proceeds from the offering, net of the debt issuance costs, were $959.9 million. The Company used $75.3 million of the net proceeds from the sale of the 2026 Notes to pay the premiums of the capped call options described further below. The Company may not redeem the 2026 Notes prior to August 6, 2024. The Company may redeem all or any portion of the 2026 Notes, at the Company’s option, on or after August 6, 2024, through the 41st scheduled trading day immediately prior to the maturity date, if the common stock price is at least 130% of the conversion price then in effect for at least 20 of any 30 consecutive trading day period. The Company may redeem all or part of the 2026 Notes at a redemption price equal to the principal amount plus accrued and unpaid interest to, but excluding, the redemption date, with not less than 50 nor more than 60 scheduled trading days’ notice to holders. The 2026 Notes are convertible at an initial conversion rate of 4.1940 shares of common stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $238.44 per share of common stock. The conversion rate is subject to customary adjustments for certain events as described in the indenture governing the 2026 Notes. The Company may settle the conversion option obligation with cash, shares of the Company’s common stock, or any combination of cash and shares of the Company’s common stock. On or after February 1, 2026, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the 2026 Notes may convert their notes at their option. Prior to the close of business on the business day immediately preceding February 1, 2026, the 2026 Notes are convertible at the option of the holders of such notes only under the following circumstances: • during any calendar quarter commencing after the quarter ending on December 31, 2021 (and only during such calendar quarter), if the Company’s common stock price exceeds 130% of the conversion price for at least 20 trading days during the 30 consecutive trading days at the end of the prior calendar quarter; • during the five business days after any five consecutive trading days in which the trading price per $1,000 Notes was less than 98% of the product of the closing sale price of the Company’s common stock and the then current conversion rate; • upon the occurrence of specified corporate events; or • if the Company calls any or all 2026 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the notes called for redemption. Upon the occurrence of a make‑whole fundamental change or the exercise of the Company’s redemption option, the Company will, under certain circumstances, increase the applicable conversion rate for a holder that elects to convert its 2026 Notes. As of September 30, 2021, none of the conditions of the 2026 Notes to early convert have been met. As discussed in Note 2, the Company early adopted ASU No. 2020‑06 as of January 1, 2021 and concluded that the 2026 Notes will be accounted for as debt, with no bifurcation of the embedded conversion feature. Debt issuance costs were recorded as a direct deduction from the related liability in the consolidated balance sheet and are amortized to interest expense over the term of the 2026 Notes. The effective interest rate for the 2026 Notes is 0.6%. The net carrying amount of the 2026 Notes was as follows: September 30, 2021 (in thousands) Principal $ 977,500 Unamortized debt issuance costs (17,127 ) Net carrying amount $ 960,373 The following table sets forth the interest expense recognized related to the 2026 Notes: For the Three Months Ended September 30, 2021 (in thousands) Contractual interest expense $ 333 Amortization of debt issuance costs 482 Total interest expense related to 2026 Notes $ 815 For the Nine Months Ended September 30, 2021 (in thousands) Contractual interest expense $ 333 Amortization of debt issuance costs 482 Total interest expense related to 2026 Notes $ 815 Capped Call Transactions In connection with the offering of the 2026 Notes, the Company purchased capped calls from certain financial institutions with respect to its common stock. The capped calls each have an initial strike price of $238.44 per share of the Company’s common stock, which corresponds to the initial conversion price of the 2026 Notes. The capped calls each have an initial cap price of $323.30 per share and expire in incremental components on each trading date beginning on June 4, 2026 and ending on July 30, 2026. The capped calls are intended to offset potential dilution to the Company’s common stock or offset any cash payments the Company is required to make in excess of the principal amount, as the case may be, with such reduction or offset subject to the cap price. The capped calls are subject to adjustments for certain corporate events and standard anti-dilution provisions. The Company paid an aggregate amount of $75.3 million for the capped calls, covering approximately 4.1 million shares of the Company’s common stock. As the capped calls are both legally detachable and separately exercisable from the 2026 Notes, the Company accounts for the capped calls separately from the 2026 Notes. The capped calls are indexed to the Company’s own common stock and classified in stockholders’ equity. As such, the premiums paid for the capped calls have been included as a net reduction to additional paid-in capital in the consolidated balance sheet. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders Equity Note [Abstract] | |
Shareholders' Equity | 1 1 . Shareholders’ Equity Authorized Capital—Common Stock and Preferred Stock Under the Amended and Restated Articles of Incorporation, which became effective in June 2018, the Company is authorized to issue two classes of stock designated as common stock and preferred stock. The Company’s total authorized capital stock is 620,000,000 shares, consisting of 600,000,000 shares of common stock, $0.0001 par value per share, and 20,000,000 shares of undesignated preferred stock, $0.0001 par value per share. The changes to the Company’s shareholders’ equity during the nine months ended September 30, 2021 Accumulated Additional Other Total Common Stock Paid-In Comprehensive Accumulated Shareholders’ Shares Amount Capital Loss Deficit Equity Balance at January 1, 2021 85,057,727 $ 9 $ 1,640,867 $ (1,339 ) $ (559,377 ) $ 1,080,160 Exercise of stock options 296,226 5,529 5,529 Vesting of restricted stock units 346,008 Stock-based compensation cost 19,047 19,047 Shares issued under employee stock purchase plan 60,064 7,088 7,088 Loss on translation adjustment (390 ) (390 ) Net loss (29,988 ) (29,988 ) Balance at March 31, 2021 85,760,025 $ 9 $ 1,672,531 $ (1,729 ) $ (589,365 ) $ 1,081,446 Exercise of stock options 253,395 4,668 4,668 Vesting of restricted stock units 75,571 — Stock-based compensation cost 23,592 23,592 Shares issued for acquisitions of businesses 164,416 22,971 22,971 Gain on translation adjustment 322 322 Net loss (27,650 ) (27,650 ) Balance at June 30, 2021 86,253,407 $ 9 $ 1,723,762 $ (1,407 ) $ (617,015 ) $ 1,105,349 Exercise of stock options 488,992 7,950 7,950 Vesting of restricted stock units 43,374 — Stock-based compensation cost 23,777 23,777 Shares issued under employee stock purchase plan 56,817 7,358 7,358 Purchase of capped calls (75,268 ) (75,268 ) Loss on translation adjustment (1,172 ) (1,172 ) Net loss (32,546 ) (32,546 ) Balance at September 30, 2021 86,842,590 $ 9 $ 1,687,579 $ (2,579 ) $ (649,561 ) $ 1,035,448 The changes to the Company’s shareholders’ equity for the nine months ended September 30, 2020 is as follows (in thousands, except share data): Accumulated Additional Other Total Common Stock Paid-In Comprehensive Accumulated Shareholders’ Shares Amount Capital Income (Loss) Deficit Equity Balance at January 1, 2020 77,447,620 $ 8 $ 976,627 $ (2,719 ) $ (510,194 ) $ 463,722 Exercise of stock options 532,848 7,928 7,928 Vesting of restricted stock units 186,475 Stock-based compensation cost 9,749 9,749 Shares issued under employee stock purchase plan 81,894 5,716 5,716 Shares issued related to business combination earnouts 44,659 3,750 3,750 Shares issued to purchase intangible assets 1,191 87 87 Gain on translation adjustment 625 625 Net loss (15,283 ) (15,283 ) Balance at March 31, 2020 78,294,687 $ 8 $ 1,003,857 $ (2,094 ) $ (525,477 ) $ 476,294 Exercise of stock options 1,117,805 17,495 17,495 Vesting of restricted stock units 57,832 — Stock-based compensation cost 12,368 12,368 Shares issued related to business combination earnouts 44,659 3,750 3,750 Gain on translation adjustment 435 435 Net loss (10,140 ) (10,140 ) Balance at June 30, 2020 79,514,983 $ 8 $ 1,037,470 $ (1,659 ) $ (535,617 ) $ 500,202 Proceeds from common stock offering, net of underwriting discounts 4,527,558 556,312 556,312 Public offering costs (701 ) (701 ) Exercise of stock options 333,977 5,294 5,294 Vesting of restricted stock units 19,178 — Stock-based compensation cost 12,916 12,916 Shares issued under employee stock purchase plan 75,811 5,621 5,621 Loss on translation adjustment (225 ) (225 ) Net loss (12,729 ) (12,729 ) Balance at September 30, 2020 84,471,507 $ 8 $ 1,616,912 $ (1,884 ) $ (548,346 ) $ 1,066,690 |
Equity Incentive Plans
Equity Incentive Plans | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity Incentive Plans | 1 2 . Equity Incentive Plans The Company has stock-based compensation plans that provide for the award of equity incentives, including stock options, stock awards, RSUs, PSUs, and purchase rights. As of September 30, 2021, the Company had stock options outstanding under the 2018 Plan and the 2006 Equity Incentive Plan (the “2006 Plan”), RSUs and PSUs outstanding under the 2018 Plan, and purchase rights issued under the ESPP. The 2018 Plan became effective in connection with the Company’s IPO at which time the 2006 Plan was terminated. Outstanding awards under the 2006 Plan continue to be subject to the terms and conditions of the 2006 Plan. As of September 30, 2021, 4,035,218 shares were subject to outstanding awards and 12,158,970 shares were available for issuance under the 2018 Plan. As of September 30, 2021, 1,348,505 shares were subject to outstanding stock options under the 2006 Plan. Stock-Based Compensation The Company recognized total stock-based compensation cost related to equity incentive awards as follows (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Stock-based compensation cost: Stock options $ 2,913 $ 3,749 $ 9,210 $ 11,757 Restricted stock units 14,993 8,052 41,618 20,472 Performance share units 4,683 — 12,148 — Employee stock purchase plan 1,188 1,115 3,440 2,804 Total stock-based compensation cost $ 23,777 $ 12,916 $ 66,416 $ 35,033 A small portion of stock-based compensation cost above is capitalized in accordance with the accounting guidance for internal-use software. The Company uses the straight-line attribution method for recognizing stock-based compensation expense. Stock Options The following table summarizes stock option activity for the Company’s stock-based compensation plans for the nine months ended September 30, 2021: Weighted Weighted Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Shares Price Life (in Years) (in thousands) Options outstanding as of January 1, 2021 3,537,014 $ 28.17 6.89 $ 483,577 Options granted — $ — Options exercised (1,038,613 ) $ 17.47 Options cancelled or expired (24,525 ) $ 16.65 Options outstanding as of September 30, 2021 2,473,876 $ 32.78 6.45 $ 351,272 Options exercisable as of September 30, 2021 1,741,687 $ 26.18 6.07 $ 258,789 A summary of options outstanding and vested as of September 30, 2021 is as follows: Options Outstanding Options Vested and Exercisable Exercise Number Weighted Average Number Vested Weighted Average Prices Outstanding Life (in Years) and Exercisable Life (in Years) $1.90 to $6.40 23,065 1.3 23,065 1.3 $8.04 to $11.72 79,506 2.5 79,506 2.5 $12.20 to $15.06 491,764 5.0 491,764 5.0 $16.06 to $24.00 754,170 6.3 578,159 6.3 $31.99 to $42.21 658,855 7.2 392,185 7.2 $55.10 to $99.65 424,361 8.0 167,684 7.8 $124.35 to $151.76 42,155 6.6 9,324 5.9 2,473,876 1,741,687 The total intrinsic value of options exercised during the nine months ended September 30, 2021 and 2020 There were no options granted during the nine months ended September 30, 2021. The weighted average grant date fair value of options granted during the nine months ended September 30, 2020 As of September 30, 2021, $14.3 million of total unrecognized compensation cost related to stock options was expected to be recognized over a weighted average period of approximately 1.8 years. All options granted to participants, including employees and non-employee directors, are measured based on the grant date fair value of the awards and recognized in the consolidated statements of operations over the period during which the participant is required to perform services in exchange for the award. The vesting period is generally four years for employees and one year for non-employee directors. For the options granted during the periods presented, the fair value was estimated using the Black-Scholes option-pricing model with the following assumptions: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Fair market value of common stock — $124.35 - 130.82 — $66.26 - 130.82 Volatility — 43% — 43% Expected term — 6 years — 5-6 years Expected dividend yield — n/a — n/a Risk-free interest rate — 0.44% - 0.51% — 0.33% - 1.25% Options are granted with an exercise price per share not less than the per share fair market value of the Company’s common stock on the grant date. The fair market value per share of the Company’s common stock for purposes of determining stock-based compensation is the closing price of the Company’s common stock as reported on the applicable grant date. Expected volatility for stock options is based on a combination of annualized daily historical volatility of the Company’s stock price and the historical and implied volatility of comparable publicly traded companies over a similar expected term. The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. Given the Company’s relative inexperience of significant exercise activity, the expected term assumptions were determined based on application of the simplified method of expected term calculation by averaging the contractual life of option grants and the vesting period of such grants. This application, when coupled with the contractual life of ten years four years six years The Company has not paid and does not expect to pay dividends. The risk-free interest rate was based on the rate for a U.S. Treasury zero-coupon issue with a term that closely approximates the expected life of the option grant at the date nearest the option grant date. Restricted Stock Units The following table summarizes RSU activity for the Company’s stock-based compensation plans for the nine months ended September 30, 2021: Weighted Average Grant Date Fair Restricted Stock Units Value Per Share RSUs outstanding as of January 1, 2021 2,359,063 $ 70.17 RSUs granted 1,068,582 136.76 RSUs vested (464,953 ) 65.29 RSUs cancelled (173,477 ) 81.12 RSUs outstanding as of September 30, 2021 2,789,215 $ 95.81 Stock-based compensation cost for RSUs is recognized on a straight-line basis in the consolidated statements of operations over the period during which the participant is required to perform services in exchange for the award, based on the fair value of the Company’s underlying common stock on the grant date. The vesting period of each RSU grant is generally four years for employees and one year for non-employee directors. As of September 30, 2021, $231.6 million of total unrecognized compensation cost related to RSUs was expected to be recognized over a weighted average period of approximately 2.9 years. Performance Share Units The following table summarizes PSU activity for the Company’s stock-based compensation plans for the nine months ended September 30, 2021: Weighted Average Grant Date Fair Performance Share Units Value Per Share PSUs outstanding as of January 1, 2021 — $ — PSUs granted 120,632 147.39 PSUs vested — — PSUs cancelled — — PSUs outstanding as of September 30, 2021 120,632 $ 147.39 During the first quarter of 2021, PSUs were granted for the first time and are intended to replace stock option grants for executives. Stock-based compensation cost for PSUs is recognized on a graded vesting basis in the consolidated statements of operations over the period during which the participant is required to perform services in exchange for the award, based on the fair value of the Company’s underlying common stock on the grant date and the number of PSUs expected to be earned over the service period. Each PSU grant will vest in annual tranches over a three-year three-year As of September 30, 2021, $25.6 million of total unrecognized compensation cost related to PSUs was expected to be recognized over a weighted average period of approximately 2.0 years. Employee Stock Purchase Plan During the nine months ended September 30, 2021, 116,881 shares of common stock were purchased under the ESPP. As of For the periods presented, the fair value of ESPP purchase rights was estimated using the Black-Scholes option-pricing model with the following assumptions: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Fair market value of common stock $ 166.84 $ 138.83 $152.35 to $166.84 $87.23 to $138.83 Volatility 31% 49% 31% to 34% 32% to 49% Expected term 0.5 years 0.5 years 0.5 years 0.5 years Expected dividend yield n/a n/a n/a n/a Risk-free interest rate 0.06% 0.11% 0.06% to 0.08% 0.11% to 1.54% |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Shareholders | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Shareholders | 1 3 . Net Loss Per Share Attributable to Common Shareholders The Company calculates basic and diluted net loss per share attributable to common shareholders in conformity with the two-class method required for companies with participating securities. The diluted net loss per share attributable to common shareholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. The Company uses the if-converted method for calculating any potential dilutive effect of the convertible senior notes on diluted net loss per share. For purposes of this calculation, all common stock equivalents have been excluded from the calculation of diluted net loss per share attributable to common shareholders as their effect is antidilutive. As a result, basic and diluted net loss per common share was the same for each period presented. The following table sets forth the computation of basic and diluted net loss per common share (in thousands, except per share data): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss attributable to common shareholders $ (32,546 ) $ (12,729 ) $ (90,184 ) $ (38,152 ) Denominator: Weighted-average common shares outstanding-basic 86,530 82,288 86,023 79,715 Dilutive effect of share equivalents resulting from stock options, restricted stock units, performance share units, ESPP shares, and convertible senior notes (if converted) — — — — Weighted-average common shares outstanding-diluted 86,530 82,288 86,023 79,715 Net loss per common share, basic and diluted $ (0.38 ) $ (0.15 ) $ (1.05 ) $ (0.48 ) The following weighted-average outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share attributable to common shareholders for the periods presented because the impact of including them would have been antidilutive (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Options to purchase common shares 2,750 4,229 3,085 4,938 Unvested restricted stock units 2,748 2,267 2,586 2,009 Unvested performance share units 121 — 106 — ESPP shares 4 5 4 2 Convertible senior notes (if converted) 2,184 — 736 — Total 7,807 6,501 6,517 6,949 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 1 4 . Subsequent Events On October 1, 2021, the Company acquired substantially all of the assets of Track1099 and on October 18, 2021, the Company acquired substantially all of the assets of CrowdReason and CorrelationAdvisors. See discussion in Note 5. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Interim Financial Information | Interim Financial Information The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes for the year ended December 31, 2020, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2021. The accompanying interim consolidated balance sheet as of September 30, 2021, the consolidated interim statements of operations and consolidated statements of comprehensive loss for the three and nine months ended September 30, 2021 and 2020, and the consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020, are unaudited. The unaudited interim consolidated financial statements have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair presentation of the consolidated financial statements. The operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results expected for the full year ending December 31, 2021. |
Prior Period Restatements and Adjustments | Prior Period Restatements and Adjustments During the fourth quarter of 2020, management concluded there was an immaterial error in the Company’s presentation and classification of funds held from customers in the consolidated statements of cash flows for the first three quarters of 2020, impacting previously reported quarterly cash flows. The error related to the adoption of ASU 2016-18, which amends previous guidance to address the classification and presentation of changes in restricted cash and restricted cash equivalents in the consolidated statements of cash flows. Historically, the Company presented the change in funds held from customers as a separate caption within Investing Activities in the consolidated statements of cash flows. While not legally or otherwise contractually restricted, the Company has since concluded that funds held from customers are better classified as generally restricted under the accounting guidance and should be presented as restricted cash equivalents in the consolidated statement of cash flows. To correct this classification error, amounts previously reported as investing activities for the changes in funds held from customers for the nine months ended September 30, 2020 are reported as restricted cash equivalents in the consolidated statement of cash flows. The correction resulted in a change of $0.8 million to net cash provided by operating activities and a change of $1.7 million to net cash used in investing activities for the nine months ended September 30, 2020. The correction had no impact on the consolidated balance sheets, consolidated statements of operations, or the consolidated statements of comprehensive loss. The following table presents the consolidated statements of cash flows line items after giving effect to the adoption of ASU 2016-18: For the Nine Months Ended September 30, 2020 As Previously Reported ASU 2016-18 Adjustments As Corrected Cash flows from operating activities: Adjustments to reconcile net loss to net cash provided by operating activities: Other $ 546 $ (767 ) $ (221 ) Net cash provided by operating activities 11,827 (767 ) 11,060 Cash flows from investing activities: Net (increase) in customer fund assets (1,681 ) 1,681 — Net cash used in investing activities (7,355 ) 1,681 (5,674 ) Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents 597,127 914 598,041 Cash, cash equivalents, restricted cash, and restricted cash equivalents—Beginning of period 466,950 24,383 491,333 Cash, cash equivalents, restricted cash, and restricted cash equivalents—End of period $ 1,064,077 $ 25,297 $ 1,089,374 |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to current period presentation. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include those of the Company, its subsidiaries, and a variable interest entity for which the Company is the primary beneficiary, after elimination of all intercompany accounts and transactions. |
Funds Held from Customers | Funds Held from Customers The Company has established a Delaware statutory trust (the “Customer Trust”) and appointed a federally insured bank as trustee, and the Customer Trust holds certain funds provided by its customers pending remittance to tax authorities. The Company is the sole beneficial owner of the Customer Trust. The Customer Trust is intended to be a bankruptcy-remote legal entity and meets the criteria in Accounting Standards Codification (“ASC”) Topic 810, Consolidation In the first quarter of 2021, the Company began having certain customers remit tax payments to the Customer Trust with the intention that all customer funds will eventually be held by the Customer Trust. Funds held from customers represent restricted cash equivalents and available for sale securities that, based upon the Company’s intent, are restricted solely for satisfying the obligations to remit funds relating to the Company’s tax remittance services. Customer fund obligations represent the Company's contractual obligations to remit funds to satisfy customers' tax obligations and are recorded on the consolidated balance sheets at the time that the Company or the Customer Trust collects funds from customers. The following table details funds held from customers and customer fund obligations held by the Company and by the Customer Trust as of September 30, 2021 a September 30, December 31, 2021 2020 Funds held from customers (current assets): Restricted cash equivalents - Company $ 5,537 $ 30,598 Restricted cash equivalents - Customer Trust 73,974 — Available-for-sale securities - Customer Trust 373 — Funds held from customers $ 79,884 $ 30,598 Customer fund obligations (current liabilities): Customer fund obligations - Company $ 81,955 $ 31,549 Customer fund obligations $ 81,955 $ 31,549 |
Segments | Segments The Company operates its business as one operating segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker, the Company’s Chief Executive Officer, in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker allocates resources and assesses performance based upon discrete financial information at the consolidated level. |
Use of Estimates | Use of Estimates The preparation of financial statements 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates and judgments related to revenue are described below in the Revenue Recognition Accounting Policy. Significant estimates impacting expenses include: expected credit losses associated with the allowance for doubtful accounts; the measurement of fair values of stock-based compensation; the expected payout level of performance share unit grants; the expected earnout obligations in connection with acquisitions; the expected term of the customer relationship for capitalized contract cost amortization; the valuation and useful lives of acquired intangible assets; the valuation of the fair value of reporting units for analyzing goodwill; and the capitalization and useful life of capitalized software development costs. Actual results could materially differ from those estimates. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1 : Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 : Inputs are quoted prices for similar assets and liabilities in active markets or quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3 : Inputs are unobservable inputs based on the Company’s assumptions and valuation techniques used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation. The Company’s assessment of the significance of an input to the fair value measurement requires judgment, which may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash equivalents, restricted cash equivalents, trade accounts receivable, trade payables, and accrued expenses, due to their short-term nature. The Company has measured the fair value of money market funds and available-for-sale securities based on quoted prices in active markets for identical assets and liabilities. |
Acquisitions and Goodwill | Acquisitions and Goodwill The Company’s identifiable assets acquired and liabilities assumed in a business combination are recorded at their acquisition date fair values, which may be considered preliminary and subject to adjustment during the measurement period, which is up to one year from the acquisition date. The valuation requires management to make significant estimates and assumptions, especially with respect to long-lived and intangible assets. Critical estimates in valuing intangible assets include, but are not limited to: • future expected cash flows from customer agreements, customer lists, distribution agreements, non-compete agreements, and proprietary content and technology; • assumptions about the length of time the brand will continue to be used in the Company’s suite of solutions; • royalty rates used to estimate the fees that could be charged to license the proprietary content and technology; and • discount rates used to determine the present value of recognized assets and liabilities. The Company’s estimates of fair value are based upon assumptions it believes to be reasonable, but that are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur. Goodwill is calculated as the excess of the purchase price over the fair value of net assets acquired, including the amount assigned to identifiable intangible assets. Acquisition-related costs, including advisory, legal, accounting, valuation, and other costs, are expensed in the periods in which these costs are incurred. The results of operations of an acquired business are included in the consolidated financial statements beginning at the acquisition date. Goodwill is tested for impairment annually on October 31, or in the event of certain occurrences. There was no goodwill impairment recorded for the three and nine months ended September 30, 2021, respectively, or the year ended December 31, 2020. The Company estimates the fair value of the earnout liabilities related to business combinations using various valuation approaches, as well as significant unobservable inputs, reflecting the Company’s assessment of the assumptions market participants would use to value these liabilities. The fair value of the earnout is remeasured each reporting period, with any change in the value recorded as other income or expense. The Company recorded increases in the fair value of earnout liabilities related to business combinations of $6.2 million and $8.7 million for the three and nine months ended September 30, 2021, respectively. The Company recorded no changes in the fair value of earnout liabilities related to business combinations and decreases in the fair value of $2.3 million for the three and nine months ended September 30, 2020, respectively (see Note 3). |
Long-Lived Assets | Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. An impairment is recognized in the event the carrying value of such assets is not recoverable. If the carrying value is not recoverable, the fair value is determined, and an impairment is recognized for the amount by which the carrying value exceeds the fair value. No impairment of long-lived assets occurred in the nine months ended September 30, 2021. An impairment of the Company’s operating lease right-of-use assets and property and equipment of $0.8 million was recorded in the nine months ended September 30, 2020. |
Acquired Intangible Assets | Acquired Intangible Assets Acquired intangible assets consist of developed technology, including in-process research and development (“IPR&D”), customer relationships, backlog, database content, noncompetition agreements, and tradenames and trademarks, resulting from the Company’s acquisitions. Acquired intangible assets are recorded at fair value on the date of acquisition and amortized over their estimated useful lives. IPR&D is initially capitalized at fair value as a developed technology intangible asset with an indefinite life and assessed for impairment thereafter. When an IPR&D project is completed, it is amortized over the asset’s estimated useful life. The Company recognizes an earnout liability for acquisitions of intangible assets that are accounted for as an asset acquisition when the liability is earned and the amount is known. The earnout liability is capitalized as part of the cost of the assets acquired and amortized over the remaining useful life of the asset. Asset acquisition-related costs, primarily legal fees, are capitalized and included in the cost basis of the intangible asset when incurred. |
Income Taxes | Income Taxes The Company’s deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and income tax basis of assets and liabilities and are measured using the tax rates that will be in effect when the differences are expected to reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. The Company assesses its income tax positions and records tax benefits or expense based upon management’s evaluation of the facts, circumstances, and information available at the reporting date. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current period and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. The Company will recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Judgement is required in assessing the future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. Variations in the actual outcome of these future tax consequences could materially impact the consolidated financial statements. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation by calculating the fair value of each option, restricted stock unit (“RSU”) or performance share unit (“PSU”) issued under the 2018 Equity Incentive Plan (the “2018 Plan”) |
Revenue Recognition | Revenue Recognition The Company primarily generates revenue from fees paid for subscriptions to tax compliance solutions and fees paid for services performed in preparing and filing tax returns on behalf of its customers. Amounts that have been invoiced are recorded in trade accounts receivable and deferred revenue, contract liabilities, or revenue, depending upon whether the revenue recognition criteria have been met. Revenue is recognized once the customer is provisioned and services are provided in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company’s revenue recognition policy follows guidance from Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The Company determines revenue recognition through the following five-step framework: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the Company satisfies a performance obligation. The Company identifies performance obligations in its contracts with customers, which primarily include subscription services and professional services. The transaction price is determined based on the amount which the Company expects to be entitled to in exchange for providing the promised services to the customer, and is comprised of both fixed and variable consideration. The transaction price in the contract is allocated to each distinct performance obligation on a relative standalone selling price basis. Revenue is recognized when performance obligations are satisfied. Contract payment terms are typically net 30 days. Collectability is assessed based on a number of factors including collection history and creditworthiness of the customer, and the Company may mitigate exposure to credit risk by requiring payments in advance. If collectability of substantially all consideration to which the Company is entitled under the contract is determined to be not probable, revenue is not recorded until collectability becomes probable at a later date. Revenue is recorded based on the transaction price excluding amounts collected on behalf of third parties, such as sales taxes collected and remitted to governmental authorities. Subscription and Returns Revenue Subscription and returns revenue primarily consist of contractually agreed upon fees paid for using the Company’s cloud-based solutions, which include tax calculation and compliance management services, preparing and filing transaction tax returns on behalf of customers, and tax content subscription services. Under most of the Company’s subscription agreements, customers select a price plan that includes an allotted maximum number of transactions over the subscription term. Unused transactions are not carried over to the customer’s next subscription term, and customers are not entitled to refunds of fees paid or relief from fees due in the event they do not use the allotted number of transactions. If customers exceed the maximum transaction level within their price plan, the Company will generally upgrade the customer to a higher transaction price plan or, in some cases, charge overage fees on a per transaction basis. Fees paid for subscription services to tax content vary depending on the volume of tax information accessible to the customer. The Company’s subscription arrangements do not provide the customer with the right to take possession of the software supporting the cloud-based application services. The Company’s standard subscription contracts are non-cancelable except where contract terms provide rights to cancel in the first 60 days of the contract term. Cancellations under the Company’s standard subscription contracts are not material, and do not have a significant impact on revenue recognized. Tax returns processing services include collection of tax data and amounts, preparation of compliance forms, and submission to taxing authorities. Returns processing services are primarily charged on a subscription basis for an allotted number of returns to process within a given time period. Revenue is recognized ratably over the contractual term of the arrangement, beginning on the date that the service is made available to the customer. The Company invoices its subscription customers for the initial term at contract signing and at each subscription renewal. Initial terms generally range from 12 to 18 months, and renewal periods are typically one year. Amounts that are contractually billable and have been invoiced, or which have been collected as cash, are initially recorded as deferred revenue or contract liabilities. While most of the Company’s customers are invoiced once at the beginning of the term, a portion of customers are invoiced semi-annually, quarterly, or monthly. Included in the total subscription fee for cloud-based solutions are non-refundable upfront fees that are typically charged to new customers. These fees are associated with work performed to set up a customer with the Company’s services, and do not represent a distinct good or service. Instead, the fees are included within the transaction price and allocated to the remaining performance obligations in the contract. The Company recognizes revenue for these fees in accordance with the revenue recognition for those performance obligations. Also included in subscription and returns revenue is interest income on funds held from customers. The Company uses trust accounts at FDIC-insured institutions to provide tax remittance services to customers and collect funds from customers in advance of remittance to tax authorities. After collection and prior to remittance, the Company earns interest on these funds. Professional Services Revenue The Company generates professional services revenue from providing tax analysis and services, including tax registrations, voluntary disclosure agreements, nexus studies, and backfiling services. Additionally, the Company provides configurations, data migrations, integration, and training for its subscriptions and returns products. The 2020 acquisitions of Transaction Tax Resources, Inc. (“TTR”) and Business Licenses, LLC (“Business Licenses”) (see Note 5) expanded the scope of professional services to include business licenses and registration services and tax refund claims and recovery assistance. The Company invoices for professional service arrangements on a fixed fee, milestone, or time and materials basis. The transaction price allocated to professional services performance obligations is recognized as revenue as services are performed or upon completion of work. Judgments and Estimates The Company’s contracts with customers often include obligations to provide multiple services to a customer. Determining whether services are considered distinct performance obligations that should be accounted for separately from one another requires judgment. Subscription services and professional services are both distinct performance obligations that are accounted for separately. Judgment is required to determine the standalone selling price (“SSP”) for each distinct performance obligation. The Company allocates revenue to each performance obligation based on the relative SSP. The Company determines SSP for performance obligations based on overall pricing objectives, which take into consideration observable prices, market conditions and entity-specific factors. This includes a review of historical data related to the services being sold and customer demographics. The Company uses a range of amounts to estimate SSP for performance obligations. There is typically more than one SSP for individual services due to the stratification of those services by information, such as size and type of customer. Assets Recognized from the Costs to Obtain a Contract with a Customer The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of those costs to be longer than one year. The Company has determined that certain costs related to employee sales incentive programs (sales commissions) and partner commission programs represent incremental costs of obtaining a contract and therefore should be capitalized. Capitalized costs are included in deferred commissions on the consolidated balance sheets. These deferred commissions are amortized over an estimated period of benefit, generally six years. The Company determines the period of benefit by taking into consideration past experience with customers, the expected life of acquired technology that generates revenue, industry peers, and other available information. The period of benefit is generally longer than the term of the initial contract because of anticipated renewals. The Company elected to apply the practical expedient to recognize the incremental costs of obtaining a contract as an expense if the amortization period of the asset would have been one year or less. |
Leases | L eases Leases arise from contracts which convey the right to control the use of identified property or equipment for a period of time in exchange for consideration. The Company’s leasing arrangements are primarily for office space used to conduct operations. The Company determines whether an arrangement is or contains a lease at the inception date, based on whether there is an identified asset and whether the Company controls the use of the identified asset throughout the period of use. Leases commence when the lessor makes the asset available for use. Leases are classified at commencement as either operating or finance leases. All the Company’s leases are classified as operating leases. Rent expense for operating leases is recognized on the straight-line method over the term of the agreement beginning on the lease commencement date. Lease-related costs, which are variable rather than fixed, are expensed in the period incurred. Variable lease costs consist primarily of common area maintenance and utilities costs for the Company’s office spaces that are due based on the actual costs incurred by the landlord. Lease payments that depend on an index or a rate are measured using the index or rate at the commencement date and are included in operating lease costs. Subsequent increases to lease payments due to a change in the index or rate are expensed as a variable lease cost. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards ASU 2019-12 In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which amends the existing guidance relating to the accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of U.S. GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. The Company adopted the guidance on January 1, 2021 and the adoption of this new guidance does not have a material effect on its consolidated financial statements. ASU-2020-06 In August 2020, the FASB issued ASU 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which amends the accounting standards for convertible debt instruments that may be settled entirely or partially in cash upon conversion. ASU No. 2020-06 eliminates requirements to separately account for liability and equity components of such convertible debt instruments and eliminates the ability to use the treasury stock method for calculating diluted earnings per share for convertible instruments whose principal amount may be settled using shares. Instead, ASU No. 2020-06 requires (i) the entire amount of the security to be presented as a liability on the balance sheet and (ii) application of the “if-converted” method for calculating diluted earnings per share. The required use of the “if-converted” method will not impact the Company’s diluted earnings per share as long as the Company is in a net loss position. The guidance in ASU No. 2020-06 is required for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2021, for public business entities. Early adoption is permitted, but no earlier than annual reporting periods beginning after December 15, 2020, including interim periods within those annual reporting periods. The Company early adopted this guidance for the fiscal year beginning January 1, 2021, and did so on a modified retrospective basis, without requiring any adjustments. The adoption of ASU No. 2020-06 impacted the accounting for the offering of $977.5 million of 0.25% convertible senior notes due 2026 (the “2026 Notes”) issued by the Company in August 2021, see Note 10 for further discussion. |
New Accounting Standards Not Yet Adopted | New Accounting Standards Not Yet Adopted ASU 2021-08 In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends the accounting related to contract assets and liabilities acquired in business combinations. Under current GAAP, an entity generally recognizes assets and liabilities acquired in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU 2021-08 requires that entities recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and should be applied prospectively to businesses combinations occurring on or after the effective date of the amendment. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of this new guidance on the consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Consolidated Statements of Cash Flows Line Items after Giving Effect to the Adoption of ASU 2016-18 | The following table presents the consolidated statements of cash flows line items after giving effect to the adoption of ASU 2016-18: For the Nine Months Ended September 30, 2020 As Previously Reported ASU 2016-18 Adjustments As Corrected Cash flows from operating activities: Adjustments to reconcile net loss to net cash provided by operating activities: Other $ 546 $ (767 ) $ (221 ) Net cash provided by operating activities 11,827 (767 ) 11,060 Cash flows from investing activities: Net (increase) in customer fund assets (1,681 ) 1,681 — Net cash used in investing activities (7,355 ) 1,681 (5,674 ) Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents 597,127 914 598,041 Cash, cash equivalents, restricted cash, and restricted cash equivalents—Beginning of period 466,950 24,383 491,333 Cash, cash equivalents, restricted cash, and restricted cash equivalents—End of period $ 1,064,077 $ 25,297 $ 1,089,374 |
Summary of Funds Held from Customers and Customer Fund Obligations Held by Company and by Customer Trust | The following table details funds held from customers and customer fund obligations held by the Company and by the Customer Trust as of September 30, 2021 a September 30, December 31, 2021 2020 Funds held from customers (current assets): Restricted cash equivalents - Company $ 5,537 $ 30,598 Restricted cash equivalents - Customer Trust 73,974 — Available-for-sale securities - Customer Trust 373 — Funds held from customers $ 79,884 $ 30,598 Customer fund obligations (current liabilities): Customer fund obligations - Company $ 81,955 $ 31,549 Customer fund obligations $ 81,955 $ 31,549 |
Investments and Fair Value Me_2
Investments and Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following financial assets and liabilities are measured at fair value on a recurring basis. The fair values recognized in the accompanying consolidated balance sheets and the level within the fair value hierarchy in which the fair value measurements fall is as follows (in thousands): Fair Value Measurements Using Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Fair Identical Assets Inputs Inputs September 30, 2021 Value (Level 1) (Level 2) (Level 3) Money market funds $ 1,460,482 $ 1,460,482 $ — $ — Available-for-sale securities: U.S. treasury securities 373 373 — — Earnouts related to business combinations 75,528 — — 75,528 Fair Value Measurements Using Quoted Prices Significant in Active Other Significant Markets for Observable Unobservable Fair Identical Assets Inputs Inputs December 31, 2020 Value (Level 1) (Level 2) (Level 3) Money market funds $ 649,603 $ 649,603 $ — $ — Earnouts related to business combinations 34,501 — — 34,501 |
Summary of Reconciliation of Beginning and Ending Balances of Recurring Fair Value Measurements | A reconciliation of the beginning and ending balances of recurring fair value measurements recognized in the accompanying consolidated balance sheets using significant unobservable (Level 3) inputs, is as follows (in thousands): For the Three Months Ended September 30, 2021 2020 Earnout liabilities related to business combinations: Balance beginning of period $ 67,454 $ 33 Measurement period adjustment 1,927 — Payments of earnout liabilities (33 ) — Total unrealized loss included in other (income) expense, net 6,180 — Balance end of period $ 75,528 $ 33 For the Nine Months Ended September 30, 2021 2020 Earnout liabilities related to business combinations: Balance beginning of period $ 34,501 $ 13,808 Fair value recorded at acquisition 28,620 — Measurement period adjustment 3,729 — Payments of earnout liabilities (33 ) (11,450 ) Total unrealized net (gain) loss included in other (income) expense, net 8,711 (2,325 ) Balance end of period $ 75,528 $ 33 |
Balance Sheet Detail (Tables)
Balance Sheet Detail (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): Useful September 30, December 31, Life (Years) 2021 2020 Computer equipment and software 3 to 5 $ 18,840 $ 15,749 Internally developed software 3 to 6 22,043 10,438 Furniture and fixtures 5 6,487 6,651 Office equipment 3 to 5 1,096 1,006 Leasehold improvements 1 to 10 29,823 29,928 78,289 63,772 Accumulated depreciation (35,644 ) (29,059 ) Property and equipment—net $ 42,645 $ 34,713 |
Schedule of Prepaid Expense And Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): September 30, December 31, 2021 2020 Prepaid expenses $ 29,286 $ 13,968 Deposits 205 2,557 Other 1,611 3,573 Total $ 31,102 $ 20,098 |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): September 30, December 31, 2021 2020 Accrued payroll and related taxes $ 12,372 $ 7,903 Accrued federal, state, local, and foreign taxes 7,343 4,338 Accrued bonus 31,874 29,518 Self-insurance reserves 1,725 1,563 Employee stock purchase plan contributions 2,944 5,927 Accrued sales commissions 4,924 5,563 Accrued partner commissions 10,224 9,173 Contract liabilities 8,597 10,134 Interest payable on convertible senior notes 333 — Other 11,642 10,413 Total $ 91,978 $ 84,532 |
Acquisitions of Businesses (Tab
Acquisitions of Businesses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Acquisition [Line Items] | |
Schedule of Pro Forma Financial Information (Unaudited) | The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisitions had taken place as of January 1, 2020. For the Nine Months Ended September 30, 2021 2020 Total revenue $ 511,837 $ 362,729 Net loss (92,837 ) (41,664 ) |
Inposia | Fair Value | |
Business Acquisition [Line Items] | |
Summary of Reconciliation of Preliminary Total Consideration | Measurement period adjustments recognized in the third quarter of 2021 related primarily to updated estimated fair values for acquired intangible assets, deferred tax liabilities, and a net working capital adjustment. Previously Reported As of June 30, 2021 Purchase Price Allocation Measurement Period Adjustment As Adjusted Cash paid at closing (net of amounts returned) $ 14,671 $ (188 ) $ 14,483 Fair value of common stock issued at closing 22,971 — 22,971 Total consideration $ 37,642 $ (188 ) $ 37,454 |
Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed | Preliminary estimated fair values of the assets acquired and the liabilities assumed in the Inposia Purchase as of the acquisition date are provided in the following table (in thousands): Previously Reported As of June 30, 2021 Purchase Price Allocation Measurement Period Adjustment As Adjusted Assets acquired: Cash and cash equivalents $ 1,264 $ — $ 1,264 Trade accounts receivable 1,767 — 1,767 Other current assets 268 — 268 Operating lease right-of-use assets 928 — 928 Property and equipment 98 — 98 Developed technology, customer relationships, and other intangibles 12,684 1,820 14,504 Goodwill 27,702 (1,486 ) 26,216 Other noncurrent assets 35 — 35 Total assets acquired 44,746 334 45,080 Liabilities assumed: Trade payables and accrued expenses 1,340 — 1,340 Deferred revenue 811 (55 ) 756 Other liabilities, noncurrent 106 — 106 Operating lease liabilities 928 — 928 Deferred tax liability 3,919 577 4,496 Total liabilities assumed 7,104 522 7,626 Net assets acquired $ 37,642 $ (188 ) $ 37,454 |
Summary of Valuation Methodologies, Significant Assumptions and Estimated Useful Lives | A summary of the valuation methodologies, significant assumptions, and estimated useful lives of acquired intangible assets in the Inposia Purchase are provided in the below table (in thousands ): Intangible Previously Reported Assigned Value As of June 30, 2021 Purchase Price Allocation Measurement Period Adjustment As Reported Assigned Value Valuation Methodology Discount Rate Estimated Useful Life Customer relationships $ 1,585 $ 1,938 $ 3,523 Multi-period excess earnings-income approach 18.5 % 8 years Developed technology 9,572 — 9,572 Relief from royalty-income approach 18.5 % 6 years Noncompetition agreements 1,292 (118 ) 1,174 With-and-without valuation-income approach 21.0 % 3 years Tradename 235 — 235 Relief from royalty-income approach 18.5 % 3 years |
Davo | Fair Value | |
Business Acquisition [Line Items] | |
Summary of Reconciliation of Preliminary Total Consideration | Measurement period adjustments recognized in the third quarter of 2021 related primarily to updated estimated fair values for acquired intangible assets, earnout liability, and a net working capital adjustment. Previously Reported As of June 30, 2021 Purchase Price Allocation Measurement Period Adjustment As Adjusted Cash paid through closing $ 23,818 $ — $ 23,818 Fair value of earnout provision 28,620 1,927 30,547 Fair value of holdbacks 2,600 (9 ) 2,591 Total consideration $ 55,038 $ 1,918 $ 56,956 |
Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed | Preliminary estimated fair values of the assets acquired and the liabilities assumed in the Davo Purchase as of the acquisition date are provided in the following table (in thousands): Previously Reported As of June 30, 2021 Purchase Price Allocation Measurement Period Adjustment As Adjusted Assets acquired: Cash and cash equivalents $ 198 $ — $ 198 Funds held from customers 12,464 — 12,464 Trade accounts receivable 119 — 119 Other current assets 58 — 58 Operating lease right-of-use assets 46 — 46 Developed technology, customer relationships, and other intangibles 6,427 414 6,841 Goodwill 48,426 1,505 49,931 Other noncurrent assets 2 (1 ) 1 Total assets acquired 67,740 1,918 69,658 Liabilities assumed: Accrued expenses 117 — 117 Deferred revenue 75 — 75 Operating lease liabilities 46 — 46 Customer fund obligations 12,464 — 12,464 Total liabilities assumed 12,702 — 12,702 Net assets acquired $ 55,038 $ 1,918 $ 56,956 |
Summary of Valuation Methodologies, Significant Assumptions and Estimated Useful Lives | A summary of the valuation methodologies, significant assumptions, and estimated useful lives of acquired intangible assets in the Davo Purchase are provided in the below table (in thousands): Intangible Previously Reported Assigned Value As of June 30, 2021 Purchase Price Allocation Measurement Period Adjustment As Reported Assigned Value Valuation Methodology Discount Rate Estimated Useful Life Customer relationships $ 4,350 $ (50 ) $ 4,300 Multi-period excess earnings-income approach and replacement cost method-cost approach 14.5 % 8 years Developed technology 1,800 100 1,900 Relief from royalty-income approach 14.5 % 5 years Noncompetition agreements 191 364 555 With-and-without valuation-income approach 16.5 % 5 years Tradename 86 — 86 Relief from royalty-income approach 14.5 % 1 years |
Transaction Tax Resources, Inc. | Fair Value | |
Business Acquisition [Line Items] | |
Summary of Reconciliation of Preliminary Total Consideration | A reconciliation of preliminary total consideration as of December 31, 2020 and total consideration as of September 30, 2021 is presented below (in thousands): Previously Reported As of December 31, 2020 Purchase Price Allocation Measurement Period Adjustment As Adjusted Cash paid at closing $ 294,017 $ — $ 294,017 Fair value of holdbacks 57,477 (217 ) 57,260 Fair value of earnout provision 15,740 3,131 18,871 Total consideration $ 367,234 $ 2,914 $ 370,148 |
Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed | Estimated fair values of the assets acquired and the liabilities assumed in the TTR Merger as of the acquisition date and including measurement period adjustments are provided in the following table (in thousands): Previously Reported As of December 31, 2020 Purchase Price Allocation Measurement Period Adjustment As Adjusted Assets acquired: Cash and cash equivalents $ 2,294 $ — $ 2,294 Trade accounts receivable 5,966 — 5,966 Other current assets 93 — 93 Operating lease right-of-use assets 1,760 — 1,760 Property and equipment 848 — 848 Developed technology, customer relationships, and other intangibles 49,000 (7,500 ) 41,500 Goodwill 327,039 8,526 335,565 Total assets acquired 387,000 1,026 388,026 Liabilities assumed: Trade payables and accrued expenses 731 — 731 Deferred revenue 8,500 — 8,500 Operating lease liabilities 1,760 — 1,760 Deferred tax liability 8,775 (1,888 ) 6,887 Total liabilities assumed 19,766 (1,888 ) 17,878 Net assets acquired $ 367,234 $ 2,914 $ 370,148 |
Summary of Valuation Methodologies, Significant Assumptions and Estimated Useful Lives | A summary of the valuation methodologies, significant assumptions, and estimated useful lives of acquired intangible assets in the TTR Merger are provided in the below table (in thousands): Intangible Previously Reported Assigned Value As of December 31, 2020 Purchase Price Allocation Measurement Period Adjustment As Reported Assigned Value Valuation Methodology Discount Rate Estimated Useful Life Customer relationships $ 26,000 $ (5,000 ) $ 21,000 Multi-period excess earnings-income approach 18% 6 years Developed technology 9,600 — 9,600 Relief from royalty-income approach and replacement cost method-cost approach 17% to 18% 3 to 6 years Tradename 5,800 — 5,800 Relief from royalty-income approach 17% 2 years Contract backlog 5,800 (2,500 ) 3,300 Multi-period excess earnings-income approach 17% 3 years Noncompetition agreements 1,800 — 1,800 With-and-without valuation-income approach 19% 5 years |
Business Licenses | |
Business Acquisition [Line Items] | |
Summary of Reconciliation of Preliminary Total Consideration | Measurement period adjustments recognized in the first quarter of 2021 related to the finalization of the estimated fair value of the earnout liability and a net working capital adjustment. Previously Reported As of December 31, 2020 Purchase Price Allocation Measurement Period Adjustment As Adjusted Cash paid at closing $ 64,812 $ — $ 64,812 Fair value of holdbacks 11,415 (306 ) 11,109 Fair value of earnout provision 18,728 (1,328 ) 17,400 Total consideration $ 94,955 $ (1,634 ) $ 93,321 |
Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed | Estimated fair values of the assets acquired and the liabilities assumed in the Business Licenses Purchase as of the acquisition date and including measurement period adjustments are provided in the following table (in thousands): Previously Reported As of December 31, 2020 Purchase Price Allocation Measurement Period Adjustment As Adjusted Assets acquired: Cash and cash equivalents $ 120 $ — $ 120 Trade accounts receivable 1,326 — 1,326 Customer fund assets 1,074 — 1,074 Other current assets 101 — 101 Operating lease right-of-use assets 1,644 — 1,644 Property and equipment 87 — 87 Developed technology, customer relationships, and other intangibles 19,525 — 19,525 Goodwill 73,775 (1,634 ) 72,141 Other noncurrent assets 31 — 31 Total assets acquired 97,683 (1,634 ) 96,049 Liabilities assumed: Accrued expenses 56 — 56 Customer fund obligations 1,028 — 1,028 Operating lease liabilities 1,644 — 1,644 Total liabilities assumed 2,728 — 2,728 Net assets acquired $ 94,955 $ (1,634 ) $ 93,321 |
Summary of Valuation Methodologies, Significant Assumptions and Estimated Useful Lives | A summary of the valuation methodologies, significant assumptions, and estimated useful lives of acquired intangible assets in the Business Licenses Purchase are provided in the below table (in thousands): Intangible Assigned Value Valuation Methodology Discount Rate Estimated Useful Life Customer relationships $ 15,000 Multi-period excess earnings-income approach 19.5% 6 years Developed technology 3,625 Relief from royalty-income approach and replacement cost method-cost approach 19.5% 1 to 5 years Noncompetition agreements 500 With-and-without valuation-income approach 19.5% 5 years Tradename 400 Relief from royalty-income approach 19.5% 1 year |
Impendulo | Fair Value | |
Business Acquisition [Line Items] | |
Summary of Reconciliation of Preliminary Total Consideration | Measurement period adjustments recognized in the first quarter of 2021 relate to the finalization of the net working capital adjustment. Previously Reported As of December 31, 2020 Purchase Price Allocation Measurement Period Adjustment As Adjusted Cash paid at closing $ 11,713 $ — $ 11,713 Common stock paid at close 1,190 — 1,190 Cash payable accrual 694 425 1,119 Total consideration $ 13,597 $ 425 $ 14,022 |
Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed | Estimated fair values of the assets acquired and the liabilities assumed in the Impendulo Purchase as of the acquisition date and including measurement period adjustments are provided in the following table (in thousands): Previously Reported As of December 31, 2020 Purchase Price Allocation Measurement Period Adjustment As Adjusted Assets acquired: Cash and cash equivalents $ 1,347 $ — $ 1,347 Trade accounts receivable 371 — 371 Other assets 147 — 147 Developed technology, customer relationships, and other intangibles 3,617 — 3,617 Goodwill 10,217 425 10,642 Total assets acquired 15,699 425 16,124 Liabilities assumed: Trade payables and accrued expenses 663 — 663 Deferred revenue and contract liabilities 694 — 694 Deferred tax liability 745 — 745 Total liabilities assumed 2,102 — 2,102 Net assets acquired $ 13,597 $ 425 $ 14,022 |
Summary of Valuation Methodologies, Significant Assumptions and Estimated Useful Lives | Intangible Assigned Value Valuation Methodology Discount Rate Estimated Useful Life Customer relationship $ 2,964 Multi-period excess earnings-income approach 20% 6 years Developed technology 616 Relief from royalty-income approach 20% 6 years Tradename 37 Relief from royalty-income approach 20% 1 year |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Total Revenues | The following table disaggregates revenue generated within the United States (U.S.) from revenue generated from customers outside of the U.S. Revenue for transaction tax compliance in the U.S. is further disaggregated based on the solutions or services purchased by customers. Total revenues consisted of the following (in thousands): For the Three Months Ended September 30, 2021 2020 Revenue (U.S.): Subscription and returns Tax calculations $ 91,539 $ 65,312 Tax returns and compliance management 58,846 46,087 Interest income on funds held from customers 215 118 Total subscription and returns 150,600 111,517 Professional services 15,440 8,186 Total revenue (U.S.) 166,040 119,703 Total revenue (non-U.S.) 15,127 8,176 Total revenue $ 181,167 $ 127,879 For the Nine Months Ended September 30, 2021 2020 Revenue (U.S.): Subscription and returns Tax calculations $ 251,301 $ 185,986 Tax returns and compliance management 168,445 126,384 Interest income on funds held from customers 557 701 Total subscription and returns 420,303 313,071 Professional services 43,299 20,978 Total revenue (U.S.) 463,602 334,049 Total revenue (non-U.S.) 40,233 21,760 Total revenue $ 503,835 $ 355,809 |
Summary of Activity Impacting Contract Liabilities | A summary of the activity impacting the contract liabilities during the three and nine months ended September 30, 2021 and 2020 is presented below (in thousands): For the Three Months Ended September 30, 2021 2020 Contract liabilities: Balance beginning of period $ 11,406 $ 6,195 Contract liabilities transferred to deferred revenue (6,420 ) (2,737 ) Addition to contract liabilities 3,611 4,215 Balance end of period $ 8,597 $ 7,673 For the Nine Months Ended September 30, 2021 2020 Contract liabilities: Balance beginning of period $ 10,134 $ 5,197 Contract liabilities transferred to deferred revenue (15,550 ) (7,992 ) Addition to contract liabilities 14,013 10,468 Balance end of period $ 8,597 $ 7,673 |
Summary of Activity Impacting Deferred Revenue | A summary of the activity impacting deferred revenue balances during the three and nine months ended September 30, 2021 and 2020 is presented below (in thousands): For the Three Months Ended September 30, 2021 2020 Deferred revenue: Balance beginning of period $ 239,395 $ 167,719 Revenue recognized (181,167 ) (127,879 ) Additional amounts deferred 199,655 140,800 Balance end of period $ 257,883 $ 180,640 For the Nine Months Ended September 30, 2021 2020 Deferred revenue: Balance beginning of period $ 209,690 $ 161,241 Revenue recognized (503,835 ) (355,809 ) Additional amounts deferred 552,028 375,208 Balance end of period $ 257,883 $ 180,640 |
Summary of Activity Impacting Deferred Commissions | A summary of the activity impacting the deferred commissions during the three and nine months ended September 30, 2021 and 2020 is presented below (in thousands): For the Three Months Ended September 30, 2021 2020 Deferred commissions: Balance beginning of period $ 60,643 $ 43,356 Additional commissions deferred 6,997 5,406 Amortization of deferred commissions (4,009 ) (2,921 ) Balance end of period $ 63,631 $ 45,841 For the Nine Months Ended September 30, 2021 2020 Deferred commissions: Balance beginning of period $ 50,870 $ 38,416 Additional commissions deferred 23,599 15,818 Amortization of deferred commissions (10,838 ) (8,393 ) Balance end of period $ 63,631 $ 45,841 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-lived Intangible Assets | Intangible assets consisted of the following (in thousands): September 30, 2021 Average Useful Life (Years) Gross Accumulated Amortization Net Backlog 3 $ 3,300 $ (1,288 ) $ 2,012 Customer relationships 3 to 10 68,506 (21,279 ) 47,227 Developed technology (1) 3 to 8 66,882 (34,568 ) 32,314 Noncompetition agreements 3 to 5 5,073 (1,404 ) 3,669 Tradename and trademarks 1 to 4 7,023 (3,828 ) 3,195 $ 150,784 $ (62,367 ) $ 88,417 (1) December 31, 2020 Average Useful Life (Years) Gross Accumulated Amortization Net Backlog 3 $ 5,800 $ (937 ) $ 4,863 Customer relationships 3 to 10 64,302 (14,890 ) 49,412 Developed technology (1) 3 to 8 52,144 (27,646 ) 24,498 Noncompetition agreements 3 to 5 3,062 (766 ) 2,296 Tradename and trademarks 1 to 4 6,679 (1,235 ) 5,444 $ 131,987 $ (45,474 ) $ 86,513 (1) |
Schedule of Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill for the nine months ended September 30, 2021 Balance—December 31, 2020 $ 513,234 Measurement period adjustment - 2020 acquisitions (1) 7,317 Acquisition of Davo 49,931 Acquisition of Inposia 26,216 Acquisition of 3CE 8,290 Cumulative translation adjustments (1,220 ) Balance—September 30, 2021 $ 603,768 (1) |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Net Carrying Amount of Notes | The net carrying amount of the 2026 Notes was as follows: September 30, 2021 (in thousands) Principal $ 977,500 Unamortized debt issuance costs (17,127 ) Net carrying amount $ 960,373 |
Summary of Interest Expense Recognized | The following table sets forth the interest expense recognized related to the 2026 Notes: For the Three Months Ended September 30, 2021 (in thousands) Contractual interest expense $ 333 Amortization of debt issuance costs 482 Total interest expense related to 2026 Notes $ 815 For the Nine Months Ended September 30, 2021 (in thousands) Contractual interest expense $ 333 Amortization of debt issuance costs 482 Total interest expense related to 2026 Notes $ 815 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders Equity Note [Abstract] | |
Summary of Changes of Shareholders' Equity | The changes to the Company’s shareholders’ equity during the nine months ended September 30, 2021 Accumulated Additional Other Total Common Stock Paid-In Comprehensive Accumulated Shareholders’ Shares Amount Capital Loss Deficit Equity Balance at January 1, 2021 85,057,727 $ 9 $ 1,640,867 $ (1,339 ) $ (559,377 ) $ 1,080,160 Exercise of stock options 296,226 5,529 5,529 Vesting of restricted stock units 346,008 Stock-based compensation cost 19,047 19,047 Shares issued under employee stock purchase plan 60,064 7,088 7,088 Loss on translation adjustment (390 ) (390 ) Net loss (29,988 ) (29,988 ) Balance at March 31, 2021 85,760,025 $ 9 $ 1,672,531 $ (1,729 ) $ (589,365 ) $ 1,081,446 Exercise of stock options 253,395 4,668 4,668 Vesting of restricted stock units 75,571 — Stock-based compensation cost 23,592 23,592 Shares issued for acquisitions of businesses 164,416 22,971 22,971 Gain on translation adjustment 322 322 Net loss (27,650 ) (27,650 ) Balance at June 30, 2021 86,253,407 $ 9 $ 1,723,762 $ (1,407 ) $ (617,015 ) $ 1,105,349 Exercise of stock options 488,992 7,950 7,950 Vesting of restricted stock units 43,374 — Stock-based compensation cost 23,777 23,777 Shares issued under employee stock purchase plan 56,817 7,358 7,358 Purchase of capped calls (75,268 ) (75,268 ) Loss on translation adjustment (1,172 ) (1,172 ) Net loss (32,546 ) (32,546 ) Balance at September 30, 2021 86,842,590 $ 9 $ 1,687,579 $ (2,579 ) $ (649,561 ) $ 1,035,448 The changes to the Company’s shareholders’ equity for the nine months ended September 30, 2020 is as follows (in thousands, except share data): Accumulated Additional Other Total Common Stock Paid-In Comprehensive Accumulated Shareholders’ Shares Amount Capital Income (Loss) Deficit Equity Balance at January 1, 2020 77,447,620 $ 8 $ 976,627 $ (2,719 ) $ (510,194 ) $ 463,722 Exercise of stock options 532,848 7,928 7,928 Vesting of restricted stock units 186,475 Stock-based compensation cost 9,749 9,749 Shares issued under employee stock purchase plan 81,894 5,716 5,716 Shares issued related to business combination earnouts 44,659 3,750 3,750 Shares issued to purchase intangible assets 1,191 87 87 Gain on translation adjustment 625 625 Net loss (15,283 ) (15,283 ) Balance at March 31, 2020 78,294,687 $ 8 $ 1,003,857 $ (2,094 ) $ (525,477 ) $ 476,294 Exercise of stock options 1,117,805 17,495 17,495 Vesting of restricted stock units 57,832 — Stock-based compensation cost 12,368 12,368 Shares issued related to business combination earnouts 44,659 3,750 3,750 Gain on translation adjustment 435 435 Net loss (10,140 ) (10,140 ) Balance at June 30, 2020 79,514,983 $ 8 $ 1,037,470 $ (1,659 ) $ (535,617 ) $ 500,202 Proceeds from common stock offering, net of underwriting discounts 4,527,558 556,312 556,312 Public offering costs (701 ) (701 ) Exercise of stock options 333,977 5,294 5,294 Vesting of restricted stock units 19,178 — Stock-based compensation cost 12,916 12,916 Shares issued under employee stock purchase plan 75,811 5,621 5,621 Loss on translation adjustment (225 ) (225 ) Net loss (12,729 ) (12,729 ) Balance at September 30, 2020 84,471,507 $ 8 $ 1,616,912 $ (1,884 ) $ (548,346 ) $ 1,066,690 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Stock-Based Compensation Expense Related to Equity Incentive Rewards | The Company recognized total stock-based compensation cost related to equity incentive awards as follows (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Stock-based compensation cost: Stock options $ 2,913 $ 3,749 $ 9,210 $ 11,757 Restricted stock units 14,993 8,052 41,618 20,472 Performance share units 4,683 — 12,148 — Employee stock purchase plan 1,188 1,115 3,440 2,804 Total stock-based compensation cost $ 23,777 $ 12,916 $ 66,416 $ 35,033 |
Summary of Stock Option Activity | Stock Options The following table summarizes stock option activity for the Company’s stock-based compensation plans for the nine months ended September 30, 2021: Weighted Weighted Average Aggregate Average Remaining Intrinsic Exercise Contractual Value Shares Price Life (in Years) (in thousands) Options outstanding as of January 1, 2021 3,537,014 $ 28.17 6.89 $ 483,577 Options granted — $ — Options exercised (1,038,613 ) $ 17.47 Options cancelled or expired (24,525 ) $ 16.65 Options outstanding as of September 30, 2021 2,473,876 $ 32.78 6.45 $ 351,272 Options exercisable as of September 30, 2021 1,741,687 $ 26.18 6.07 $ 258,789 |
Summary of Options Outstanding and Vested by Range of Exercise Prices | A summary of options outstanding and vested as of September 30, 2021 is as follows: Options Outstanding Options Vested and Exercisable Exercise Number Weighted Average Number Vested Weighted Average Prices Outstanding Life (in Years) and Exercisable Life (in Years) $1.90 to $6.40 23,065 1.3 23,065 1.3 $8.04 to $11.72 79,506 2.5 79,506 2.5 $12.20 to $15.06 491,764 5.0 491,764 5.0 $16.06 to $24.00 754,170 6.3 578,159 6.3 $31.99 to $42.21 658,855 7.2 392,185 7.2 $55.10 to $99.65 424,361 8.0 167,684 7.8 $124.35 to $151.76 42,155 6.6 9,324 5.9 2,473,876 1,741,687 |
Summary of Fair Value Estimated Using Black-Scholes Option Pricing Model Assumptions | For the options granted during the periods presented, the fair value was estimated using the Black-Scholes option-pricing model with the following assumptions: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Fair market value of common stock — $124.35 - 130.82 — $66.26 - 130.82 Volatility — 43% — 43% Expected term — 6 years — 5-6 years Expected dividend yield — n/a — n/a Risk-free interest rate — 0.44% - 0.51% — 0.33% - 1.25% |
Summary of RSU Activity | The following table summarizes RSU activity for the Company’s stock-based compensation plans for the nine months ended September 30, 2021: Weighted Average Grant Date Fair Restricted Stock Units Value Per Share RSUs outstanding as of January 1, 2021 2,359,063 $ 70.17 RSUs granted 1,068,582 136.76 RSUs vested (464,953 ) 65.29 RSUs cancelled (173,477 ) 81.12 RSUs outstanding as of September 30, 2021 2,789,215 $ 95.81 |
Summary of PSU Activity | The following table summarizes PSU activity for the Company’s stock-based compensation plans for the nine months ended September 30, 2021: Weighted Average Grant Date Fair Performance Share Units Value Per Share PSUs outstanding as of January 1, 2021 — $ — PSUs granted 120,632 147.39 PSUs vested — — PSUs cancelled — — PSUs outstanding as of September 30, 2021 120,632 $ 147.39 |
2018 Employee Stock Purchase Plan | |
Summary of Fair Value Estimated Using Black-Scholes Option Pricing Model Assumptions | For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Fair market value of common stock $ 166.84 $ 138.83 $152.35 to $166.84 $87.23 to $138.83 Volatility 31% 49% 31% to 34% 32% to 49% Expected term 0.5 years 0.5 years 0.5 years 0.5 years Expected dividend yield n/a n/a n/a n/a Risk-free interest rate 0.06% 0.11% 0.06% to 0.08% 0.11% to 1.54% |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Shareholders (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Common Share | The following table sets forth the computation of basic and diluted net loss per common share (in thousands, except per share data): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss attributable to common shareholders $ (32,546 ) $ (12,729 ) $ (90,184 ) $ (38,152 ) Denominator: Weighted-average common shares outstanding-basic 86,530 82,288 86,023 79,715 Dilutive effect of share equivalents resulting from stock options, restricted stock units, performance share units, ESPP shares, and convertible senior notes (if converted) — — — — Weighted-average common shares outstanding-diluted 86,530 82,288 86,023 79,715 Net loss per common share, basic and diluted $ (0.38 ) $ (0.15 ) $ (1.05 ) $ (0.48 ) |
Schedule of Potential Shares Not Included in the Computation of Diluted Earnings Per Share | The following weighted-average outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share attributable to common shareholders for the periods presented because the impact of including them would have been antidilutive (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Options to purchase common shares 2,750 4,229 3,085 4,938 Unvested restricted stock units 2,748 2,267 2,586 2,009 Unvested performance share units 121 — 106 — ESPP shares 4 5 4 2 Convertible senior notes (if converted) 2,184 — 736 — Total 7,807 6,501 6,517 6,949 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) | Oct. 31, 2018USD ($) | Aug. 31, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)Segment | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Accounting Policies [Line Items] | |||||||
Number of operating segment | Segment | 1 | ||||||
Goodwill impairment | $ 0 | $ 0 | $ 0 | $ 0 | |||
Increases decreases in fair value of earnout liabilities related to business combinations | $ 6,200,000 | $ 0 | 8,700,000 | $ (2,300,000) | |||
Impairment of long-lived assets | 0 | ||||||
Impairment of operating lease right-of-use assets and property and equipment | $ 0 | 794,000 | |||||
Tax position likely of being realized upon ultimate settlement | greater than 50% | ||||||
Percentage of likelihood of realization of tax position upon ultimate settlement, minimum | 50.00% | 50.00% | |||||
Contract payment net terms | 30 days | ||||||
Concessions and cancellations period allowed for standard subscription contract prior to adoption | 60 days | ||||||
Revenue recognition, contractual renewal period | 1 year | ||||||
Deferred commission amortized period | 6 years | 6 years | |||||
2026 Notes | |||||||
Accounting Policies [Line Items] | |||||||
Principal amount | $ 977,500,000 | $ 977,500,000 | $ 977,500,000 | ||||
Fixed interest rate | 0.25% | ||||||
Minimum | |||||||
Accounting Policies [Line Items] | |||||||
Revenue recognition initial contractual term | 12 months | ||||||
Maximum | |||||||
Accounting Policies [Line Items] | |||||||
Revenue recognition initial contractual term | 18 months | ||||||
Amortization period of asset | 1 year | ||||||
ASU No. 2020-06 | 2026 Notes | |||||||
Accounting Policies [Line Items] | |||||||
Principal amount | $ 977,500,000 | ||||||
Fixed interest rate | 0.25% | ||||||
Convertible senior notes due year | 2026 | ||||||
Restatement Adjustment | Accounting Standards Update 2016-18 | |||||||
Accounting Policies [Line Items] | |||||||
Change in net cash used in operating activities due to correction | 800,000 | ||||||
Change in net cash used in investing activities due to correction | $ 1,700,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Consolidated Statements of Cash Flows Line Items after Giving Effect to the Adoption of ASU 2016-18 (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Other | $ 799 | $ 221 |
Net cash provided by operating activities | 8,725 | 11,060 |
Cash flows from investing activities: | ||
Net cash used in investing activities | (49,507) | (5,674) |
Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents | 891,789 | 598,041 |
Cash, cash equivalents, restricted cash, and restricted cash equivalents—Beginning of period | 761,844 | 491,333 |
Cash, cash equivalents, restricted cash, and restricted cash equivalents—End of period | $ 1,653,633 | 1,089,374 |
As Previously Reported | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Other | 546 | |
Net cash provided by operating activities | 11,827 | |
Cash flows from investing activities: | ||
Net (increase) in customer fund assets | (1,681) | |
Net cash used in investing activities | (7,355) | |
Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents | 597,127 | |
Cash, cash equivalents, restricted cash, and restricted cash equivalents—Beginning of period | 466,950 | |
Cash, cash equivalents, restricted cash, and restricted cash equivalents—End of period | 1,064,077 | |
Accounting Standards Update 2016-18 | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Other | (221) | |
Net cash provided by operating activities | 11,060 | |
Cash flows from investing activities: | ||
Net cash used in investing activities | (5,674) | |
Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents | 598,041 | |
Cash, cash equivalents, restricted cash, and restricted cash equivalents—Beginning of period | 491,333 | |
Cash, cash equivalents, restricted cash, and restricted cash equivalents—End of period | 1,089,374 | |
Accounting Standards Update 2016-18 | ASU 2016-18 Adjustments | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Other | (767) | |
Net cash provided by operating activities | (767) | |
Cash flows from investing activities: | ||
Net (increase) in customer fund assets | 1,681 | |
Net cash used in investing activities | 1,681 | |
Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents | 914 | |
Cash, cash equivalents, restricted cash, and restricted cash equivalents—Beginning of period | 24,383 | |
Cash, cash equivalents, restricted cash, and restricted cash equivalents—End of period | $ 25,297 |
Significant Accounting Polici_6
Significant Accounting Policies - Summary of Funds Held from Customers and Customer Fund Obligations Held by Company and by Customer Trust (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Funds held from customers (current assets): | ||
Funds held from customers | $ 79,884 | $ 30,598 |
Customer fund obligations (current liabilities): | ||
Customer fund obligations | 81,955 | 31,549 |
Company | ||
Customer fund obligations (current liabilities): | ||
Customer fund obligations | 81,955 | 31,549 |
Restricted Cash Equivalents | Company | ||
Funds held from customers (current assets): | ||
Funds held from customers | 5,537 | $ 30,598 |
Restricted Cash Equivalents | Customer Trust | ||
Funds held from customers (current assets): | ||
Funds held from customers | 73,974 | |
Available-for-sale Securities | Customer Trust | ||
Funds held from customers (current assets): | ||
Funds held from customers | $ 373 |
Investments and Fair Value Me_3
Investments and Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring Basis - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Earnouts Related to Business Combinations | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value, Liabilities | $ 75,528 | $ 34,501 |
Significant Unobservable Inputs (Level 3) | Earnouts Related to Business Combinations | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value, Liabilities | 75,528 | 34,501 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value, Assets | 1,460,482 | 649,603 |
Money Market Funds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value, Assets | 1,460,482 | $ 649,603 |
U.S. Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value, Available-for-sale securities | 373 | |
U.S. Treasury Securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value, Available-for-sale securities | $ 373 |
Investments and Fair Value Me_4
Investments and Fair Value Measurements - Additional Information (Details) $ in Millions | Sep. 30, 2021USD ($) |
2026 Notes | Significant Other Observable Inputs (Level 2) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Principal amount | $ 977.5 |
Estimated fair value | $ 1,000 |
Discount Rate | Discounted Cash Flows and Monte Carlo Simulations | Transaction Tax Resources, Inc. | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Discount rate utilized for valuation of earnout liability | 13.00% |
Discount Rate | Discounted Cash Flows and Monte Carlo Simulations | Business Licenses | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Discount rate utilized for valuation of earnout liability | 4.50% |
Discount Rate | Discounted Cash Flows and Monte Carlo Simulations | Davo Technologies LLC | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Discount rate utilized for valuation of earnout liability | 7.00% |
Investments and Fair Value Me_5
Investments and Fair Value Measurements - Summary of Reconciliation of Beginning and Ending Balances of Recurring Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnout liabilities related to business combinations: | ||||
Total unrealized net (gain) loss included in other (income) expense, net | $ (6,200) | $ 0 | $ (8,700) | $ 2,300 |
Recurring Basis | Significant Unobservable Inputs (Level 3) | Earnout Related to Acquisitions | ||||
Earnout liabilities related to business combinations: | ||||
Balance beginning of period | 67,454 | 33 | 34,501 | 13,808 |
Fair value recorded at acquisition | 0 | 0 | 28,620 | 0 |
Measurement period adjustment | 1,927 | 0 | 3,729 | 0 |
Payments of earnout liabilities | (33) | 0 | (33) | (11,450) |
Total unrealized net (gain) loss included in other (income) expense, net | 6,180 | 0 | 8,711 | (2,325) |
Balance end of period | $ 75,528 | $ 33 | $ 75,528 | $ 33 |
Balance Sheet Detail - Property
Balance Sheet Detail - Property and Equipment, Net (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 78,289 | $ 63,772 |
Accumulated depreciation | (35,644) | (29,059) |
Property and equipment—net | 42,645 | 34,713 |
Computer Equipment and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 18,840 | 15,749 |
Computer Equipment and Software | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful Life | 3 years | |
Computer Equipment and Software | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful Life | 5 years | |
Internally Developed Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 22,043 | 10,438 |
Internally Developed Software | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful Life | 3 years | |
Internally Developed Software | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful Life | 6 years | |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 6,487 | 6,651 |
Property and equipment, Useful Life | 5 years | |
Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1,096 | 1,006 |
Office Equipment | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful Life | 3 years | |
Office Equipment | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful Life | 5 years | |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 29,823 | $ 29,928 |
Leasehold Improvements | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful Life | 1 year | |
Leasehold Improvements | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Useful Life | 10 years |
Balance Sheet Detail - Addition
Balance Sheet Detail - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Balance Sheet Related Disclosures [Abstract] | ||||
Depreciation expense | $ 3.3 | $ 2.5 | $ 8.7 | $ 7 |
Balance Sheet Detail - Prepaid
Balance Sheet Detail - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid expenses | $ 29,286 | $ 13,968 |
Deposits | 205 | 2,557 |
Other | 1,611 | 3,573 |
Total | $ 31,102 | $ 20,098 |
Balance Sheet Detail - Accrued
Balance Sheet Detail - Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Accrued Liabilities Current [Abstract] | ||||||
Accrued payroll and related taxes | $ 12,372 | $ 7,903 | ||||
Accrued federal, state, local, and foreign taxes | 7,343 | 4,338 | ||||
Accrued bonus | 31,874 | 29,518 | ||||
Self-insurance reserves | 1,725 | 1,563 | ||||
Employee stock purchase plan contributions | 2,944 | 5,927 | ||||
Accrued sales commissions | 4,924 | 5,563 | ||||
Accrued partner commissions | 10,224 | 9,173 | ||||
Contract liabilities | 8,597 | $ 11,406 | 10,134 | $ 7,673 | $ 6,195 | $ 5,197 |
Interest payable on convertible senior notes | 333 | 0 | ||||
Other | 11,642 | 10,413 | ||||
Total | $ 91,978 | $ 84,532 |
Acquisitions of Businesses - Ad
Acquisitions of Businesses - Additional Information (Details) € in Millions | Oct. 18, 2021USD ($) | Oct. 01, 2021USD ($) | Sep. 07, 2021USD ($) | Jun. 30, 2021USD ($) | Apr. 20, 2021USD ($) | Apr. 01, 2021USD ($)shares | Apr. 01, 2021EUR (€)shares | Dec. 31, 2020USD ($) | Dec. 01, 2020USD ($) | Nov. 05, 2020USD ($) | Oct. 05, 2020USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2022USD ($) | Dec. 31, 2021USD ($) |
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Goodwill | $ 513,234,000 | $ 603,768,000 | $ 513,234,000 | $ 603,768,000 | $ 513,234,000 | $ 603,768,000 | $ 513,234,000 | |||||||||||||||||
Revenues | 181,167,000 | $ 127,879,000 | 503,835,000 | $ 355,809,000 | ||||||||||||||||||||
Loss before income taxes | 33,156,000 | 12,336,000 | 88,585,000 | 37,205,000 | ||||||||||||||||||||
Accrued value of earnout related to acquisition | 32,350,000 | $ 0 | 32,350,000 | 32,350,000 | $ 0 | |||||||||||||||||||
Earnout liability | 749,000 | 29,456,000 | 749,000 | 29,456,000 | 749,000 | 29,456,000 | 749,000 | |||||||||||||||||
Accrued earnout liabilities | 34,468,000 | 46,416,000 | 34,468,000 | 46,416,000 | 34,468,000 | $ 46,416,000 | 34,468,000 | |||||||||||||||||
CrowdReason LLC and CorrelationAdvisors | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Business acquisition, effective date of acquisition | Oct. 18, 2021 | |||||||||||||||||||||||
CrowdReason LLC and CorrelationAdvisors | Subsequent Event | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Consideration in cash | $ 8,300,000 | |||||||||||||||||||||||
Additional cash to be paid, as consideration, in eighteen months or less | 2,000,000 | |||||||||||||||||||||||
Maximum payout earned | $ 40,000,000 | |||||||||||||||||||||||
Earnout arrangement term | 3 years | |||||||||||||||||||||||
Track1099 LLC | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Business acquisition, effective date of acquisition | Oct. 1, 2021 | |||||||||||||||||||||||
Track1099 LLC | Subsequent Event | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Consideration in cash | $ 35,000,000 | |||||||||||||||||||||||
Maximum payout earned | $ 12,500,000 | |||||||||||||||||||||||
Earnout arrangement term | 2 years | |||||||||||||||||||||||
Additional cash to be paid, as consideration, in twenty seven months | $ 5,000,000 | |||||||||||||||||||||||
3CE Technologies, Inc. | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Consideration in cash | $ 9,900,000 | |||||||||||||||||||||||
Business acquisition, effective date of acquisition | Sep. 7, 2021 | |||||||||||||||||||||||
Total consideration transferred | 11,200,000 | |||||||||||||||||||||||
Acquisition holdbacks with a fair value upon acquisition | 1,300,000 | |||||||||||||||||||||||
Goodwill | 8,300,000 | |||||||||||||||||||||||
Developed technology, customer relationships, and other intangibles | $ 2,500,000 | |||||||||||||||||||||||
Inposia | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Consideration in cash | $ 12,200,000 | 14,483,000 | 2,400,000 | $ 14,671,000 | ||||||||||||||||||||
Total consideration transferred | 37,400,000 | € 31.8 | 37,454,000 | 37,642,000 | ||||||||||||||||||||
Goodwill | 26,200,000 | |||||||||||||||||||||||
Acquisition-related costs | $ 1,400,000 | 1,000,000 | $ 400,000 | |||||||||||||||||||||
Cash received on net working capital adjustments | 200,000 | |||||||||||||||||||||||
Common stock paid at acquisition closing | shares | 164,416 | 164,416 | ||||||||||||||||||||||
Common stock consideration | $ 23,000 | |||||||||||||||||||||||
Term of releasing shares issued are held in escrow | 18 months | |||||||||||||||||||||||
Fair value discount rate based on estimated pre-tax cost of debt | 4.00% | 4.00% | ||||||||||||||||||||||
Weighted average amortization period for intangibles | 6 years 2 months 12 days | 6 years 2 months 12 days | ||||||||||||||||||||||
Revenues | $ 4,000,000 | |||||||||||||||||||||||
Loss before income taxes | 1,500,000 | |||||||||||||||||||||||
Inposia | Developed Technology | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Developed technology, customer relationships, and other intangibles | $ 9,572,000 | |||||||||||||||||||||||
Davo Technologies LLC | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Consideration in cash | $ 23,818,000 | $ 23,500,000 | 23,818,000 | $ 300,000 | ||||||||||||||||||||
Total consideration transferred | 55,038,000 | 56,900,000 | 56,956,000 | |||||||||||||||||||||
Acquisition holdbacks with a fair value upon acquisition | 2,600,000 | 2,600,000 | 2,591,000 | $ 2,600,000 | 2,591,000 | 2,600,000 | 2,591,000 | |||||||||||||||||
Goodwill | 49,900,000 | |||||||||||||||||||||||
Acquisition-related costs | $ 100,000 | |||||||||||||||||||||||
Weighted average amortization period for intangibles | 6 years 9 months 18 days | |||||||||||||||||||||||
Revenues | 1,300,000 | |||||||||||||||||||||||
Loss before income taxes | 1,200,000 | |||||||||||||||||||||||
Accrued value of earnout related to acquisition | 28,620,000 | $ 30,500,000 | 30,547,000 | 28,620,000 | 30,547,000 | 28,620,000 | 30,547,000 | |||||||||||||||||
Business combination, additional cash to be paid, as consideration, during eighteen months following acquisition date | 2,600,000 | |||||||||||||||||||||||
Earnout liability | 15,100,000 | |||||||||||||||||||||||
Accrued earnout liabilities | 15,400,000 | |||||||||||||||||||||||
Davo Technologies LLC | Developed Technology | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Developed technology, customer relationships, and other intangibles | $ 1,800,000 | $ 1,900,000 | 1,800,000 | $ 1,800,000 | ||||||||||||||||||||
Transaction Tax Resources, Inc. | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Consideration in cash | 294,017,000 | $ 294,000,000 | 294,017,000 | |||||||||||||||||||||
Maximum payout earned | 26,400,000 | |||||||||||||||||||||||
Total consideration transferred | 367,234,000 | 370,100,000 | 370,148,000 | |||||||||||||||||||||
Acquisition holdbacks with a fair value upon acquisition | 57,477,000 | 57,300,000 | 57,260,000 | 57,477,000 | 57,260,000 | 57,477,000 | 57,260,000 | 57,477,000 | ||||||||||||||||
Goodwill | $ 335,600,000 | |||||||||||||||||||||||
Weighted average amortization period for intangibles | 4 years 8 months 12 days | |||||||||||||||||||||||
Accrued value of earnout related to acquisition | 15,740,000 | $ 18,900,000 | 18,871,000 | 15,740,000 | 18,871,000 | 15,740,000 | 18,871,000 | 15,740,000 | ||||||||||||||||
Earnout liability | 19,900,000 | 37,800,000 | 19,900,000 | 37,800,000 | 19,900,000 | 37,800,000 | 19,900,000 | |||||||||||||||||
Accrued earnout liabilities | 37,700,000 | 37,700,000 | 37,700,000 | 37,700,000 | ||||||||||||||||||||
Risk-free discount rate | 0.13% | |||||||||||||||||||||||
Earnout payable period | 2023-02 | |||||||||||||||||||||||
Minimum payout earned | $ 0 | |||||||||||||||||||||||
Carrying amount of trade accounts receivable | 7,200,000 | |||||||||||||||||||||||
Recorded fair value of acquisition | $ 6,000,000 | |||||||||||||||||||||||
Risk adjusted discount rate | 3.50% | |||||||||||||||||||||||
Acquisition holdback liability | 19,900,000 | 19,900,000 | 19,900,000 | |||||||||||||||||||||
Additional accrued cash payable to sellers | 0 | $ 18,800,000 | 800,000 | |||||||||||||||||||||
Transaction Tax Resources, Inc. | Developed Technology | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Weighted average amortization period for intangibles | 4 years | |||||||||||||||||||||||
Transaction Tax Resources, Inc. | Forecast | Revenue Growth Performance Metrics | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Maximum payout earned | $ 26,400,000 | $ 26,400,000 | ||||||||||||||||||||||
Transaction Tax Resources, Inc. | Cash to be Paid Up to Three Years Following Acquisition | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Acquisition holdbacks with a fair value upon acquisition | $ 57,300,000 | |||||||||||||||||||||||
Business Licenses | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Consideration in cash | $ 64,800,000 | 64,812,000 | 64,812,000 | |||||||||||||||||||||
Maximum payout earned | 20,700,000 | |||||||||||||||||||||||
Total consideration transferred | 93,300,000 | 93,321,000 | 94,955,000 | |||||||||||||||||||||
Acquisition holdbacks with a fair value upon acquisition | 11,415,000 | 11,100,000 | 11,109,000 | 11,415,000 | 11,109,000 | 11,415,000 | 11,109,000 | 11,415,000 | ||||||||||||||||
Goodwill | 73,775,000 | 72,141,000 | 73,775,000 | 73,775,000 | 73,775,000 | |||||||||||||||||||
Developed technology, customer relationships, and other intangibles | 19,525,000 | $ 19,525,000 | 19,525,000 | 19,525,000 | 19,525,000 | |||||||||||||||||||
Weighted average amortization period for intangibles | 5 years 3 months 18 days | |||||||||||||||||||||||
Accrued value of earnout related to acquisition | 18,728,000 | $ 17,400,000 | 17,400,000 | 18,728,000 | 17,400,000 | 18,728,000 | 17,400,000 | 18,728,000 | ||||||||||||||||
Earnout liability | $ 11,100,000 | $ 11,100,000 | 11,100,000 | |||||||||||||||||||||
Accrued earnout liabilities | 11,400,000 | 11,400,000 | 11,400,000 | 11,400,000 | ||||||||||||||||||||
Risk-free discount rate | 0.13% | |||||||||||||||||||||||
Minimum payout earned | $ 0 | |||||||||||||||||||||||
Business Licenses | Developed Technology | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Developed technology, customer relationships, and other intangibles | $ 3,625,000 | |||||||||||||||||||||||
Weighted average amortization period for intangibles | 3 years 1 month 6 days | |||||||||||||||||||||||
Business Licenses | Operating Performance Metrics | Common Stock | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Maximum payout earned | $ 20,700,000 | |||||||||||||||||||||||
Business Licenses | After Eighteen Months from Closing of Acquisition | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Acquisition holdbacks with a fair value upon acquisition | $ 11,100,000 | |||||||||||||||||||||||
Impendulo | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Consideration in cash | 11,713,000 | $ 11,700,000 | 11,713,000 | |||||||||||||||||||||
Total consideration transferred | 13,597,000 | 14,000,000 | $ 14,022,000 | |||||||||||||||||||||
Goodwill | 10,217,000 | 10,642,000 | 10,217,000 | 10,217,000 | 10,217,000 | |||||||||||||||||||
Developed technology, customer relationships, and other intangibles | $ 3,617,000 | $ 3,617,000 | $ 3,617,000 | $ 3,617,000 | $ 3,617,000 | |||||||||||||||||||
Weighted average amortization period for intangibles | 5 years 10 months 24 days | |||||||||||||||||||||||
Impendulo | Common Stock | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Common stock consideration | $ 1,200,000 | |||||||||||||||||||||||
Impendulo | Final Revenue Metrics | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||
Additional accrued cash payable to sellers | $ 1,100,000 |
Acquisitions of Businesses - Su
Acquisitions of Businesses - Summary of Reconciliation of Preliminary Total Consideration (Details) $ in Thousands, € in Millions | Jun. 30, 2021USD ($) | Apr. 20, 2021USD ($) | Apr. 01, 2021USD ($) | Apr. 01, 2021EUR (€) | Dec. 31, 2020USD ($) | Dec. 01, 2020USD ($) | Nov. 05, 2020USD ($) | Oct. 05, 2020USD ($) | Sep. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) |
Business Acquisition [Line Items] | |||||||||||||||
Accrued value of earnout related to acquisition | $ 32,350 | $ 32,350 | $ 0 | ||||||||||||
Inposia | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Consideration in cash | $ 12,200 | 14,483 | $ 2,400 | $ 14,671 | |||||||||||
Fair value of common stock issued at closing | 22,971 | 22,971 | |||||||||||||
Total consideration | $ 37,400 | € 31.8 | 37,454 | 37,642 | |||||||||||
Inposia | Restatement Adjustment | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Consideration in cash | (188) | ||||||||||||||
Total consideration | (188) | ||||||||||||||
Davo Technologies LLC | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Consideration in cash | $ 23,818 | $ 23,500 | 23,818 | $ 300 | |||||||||||
Acquisition holdbacks with a fair value upon acquisition | 2,600 | 2,600 | 2,591 | 2,600 | 2,591 | ||||||||||
Accrued value of earnout related to acquisition | 28,620 | 30,500 | 30,547 | $ 28,620 | 30,547 | ||||||||||
Total consideration | $ 55,038 | $ 56,900 | 56,956 | ||||||||||||
Davo Technologies LLC | Restatement Adjustment | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition holdbacks with a fair value upon acquisition | (9) | (9) | |||||||||||||
Accrued value of earnout related to acquisition | 1,927 | 1,927 | |||||||||||||
Total consideration | 1,918 | ||||||||||||||
Transaction Tax Resources, Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Consideration in cash | $ 294,017 | $ 294,000 | 294,017 | ||||||||||||
Acquisition holdbacks with a fair value upon acquisition | 57,477 | 57,300 | 57,260 | 57,477 | 57,260 | $ 57,477 | |||||||||
Accrued value of earnout related to acquisition | 15,740 | 18,900 | 18,871 | 15,740 | 18,871 | 15,740 | |||||||||
Total consideration | 367,234 | $ 370,100 | 370,148 | ||||||||||||
Transaction Tax Resources, Inc. | Restatement Adjustment | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition holdbacks with a fair value upon acquisition | (217) | (217) | |||||||||||||
Accrued value of earnout related to acquisition | 3,131 | 3,131 | |||||||||||||
Total consideration | 2,914 | ||||||||||||||
Business Licenses | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Consideration in cash | $ 64,800 | 64,812 | 64,812 | ||||||||||||
Acquisition holdbacks with a fair value upon acquisition | 11,415 | 11,100 | 11,109 | 11,415 | 11,109 | 11,415 | |||||||||
Accrued value of earnout related to acquisition | 18,728 | 17,400 | 17,400 | $ 18,728 | 17,400 | 18,728 | |||||||||
Total consideration | $ 93,300 | 93,321 | $ 94,955 | ||||||||||||
Business Licenses | Restatement Adjustment | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition holdbacks with a fair value upon acquisition | (306) | (306) | |||||||||||||
Accrued value of earnout related to acquisition | $ (1,328) | (1,328) | |||||||||||||
Total consideration | (1,634) | ||||||||||||||
Impendulo | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Consideration in cash | 11,713 | $ 11,700 | 11,713 | ||||||||||||
Common stock paid at close | 1,190 | 1,190 | |||||||||||||
Cash payable accrual | 694 | 1,119 | |||||||||||||
Total consideration | $ 13,597 | $ 14,000 | 14,022 | ||||||||||||
Impendulo | Restatement Adjustment | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash payable accrual | 425 | ||||||||||||||
Total consideration | $ 425 |
Acquisitions of Businesses - Sc
Acquisitions of Businesses - Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Apr. 20, 2021 | Apr. 01, 2021 | Dec. 31, 2020 | Dec. 01, 2020 | Nov. 05, 2020 | Oct. 05, 2020 |
Assets acquired: | ||||||||
Goodwill | $ 603,768 | $ 513,234 | ||||||
Inposia | ||||||||
Assets acquired: | ||||||||
Goodwill | $ 26,200 | |||||||
Inposia | Fair Value | ||||||||
Assets acquired: | ||||||||
Cash and cash equivalents | $ 1,264 | 1,264 | ||||||
Trade accounts receivable | 1,767 | 1,767 | ||||||
Other current assets | 268 | 268 | ||||||
Operating lease right-of-use assets | 928 | 928 | ||||||
Property and equipment | 98 | 98 | ||||||
Developed technology, customer relationships, and other intangibles | 12,684 | 14,504 | ||||||
Goodwill | 27,702 | 26,216 | ||||||
Other noncurrent assets | 35 | 35 | ||||||
Total assets acquired | 44,746 | 45,080 | ||||||
Liabilities assumed: | ||||||||
Trade payables and accrued expenses | 1,340 | 1,340 | ||||||
Deferred revenue | 811 | 756 | ||||||
Other liabilities, noncurrent | 106 | 106 | ||||||
Operating lease liabilities | 928 | 928 | ||||||
Deferred tax liability | 3,919 | 4,496 | ||||||
Total liabilities assumed | 7,104 | 7,626 | ||||||
Net assets acquired | 37,642 | 37,454 | ||||||
Inposia | Fair Value | Restatement Adjustment | ||||||||
Assets acquired: | ||||||||
Developed technology, customer relationships, and other intangibles | 1,820 | |||||||
Goodwill | (1,486) | |||||||
Total assets acquired | 334 | |||||||
Liabilities assumed: | ||||||||
Deferred revenue | (55) | |||||||
Deferred tax liability | 577 | |||||||
Total liabilities assumed | 522 | |||||||
Net assets acquired | $ (188) | |||||||
Davo Technologies LLC | ||||||||
Assets acquired: | ||||||||
Goodwill | $ 49,900 | |||||||
Davo Technologies LLC | Fair Value | ||||||||
Assets acquired: | ||||||||
Cash and cash equivalents | 198 | 198 | ||||||
Funds held from customers | 12,464 | 12,464 | ||||||
Trade accounts receivable | 119 | 119 | ||||||
Other current assets | 58 | 58 | ||||||
Operating lease right-of-use assets | 46 | 46 | ||||||
Developed technology, customer relationships, and other intangibles | 6,427 | 6,841 | ||||||
Goodwill | 48,426 | 49,931 | ||||||
Other noncurrent assets | 2 | 1 | ||||||
Total assets acquired | 67,740 | 69,658 | ||||||
Liabilities assumed: | ||||||||
Accrued expenses | 117 | 117 | ||||||
Deferred revenue | 75 | 75 | ||||||
Operating lease liabilities | 46 | 46 | ||||||
Customer fund obligations | 12,464 | 12,464 | ||||||
Total liabilities assumed | 12,702 | 12,702 | ||||||
Net assets acquired | $ 55,038 | 56,956 | ||||||
Davo Technologies LLC | Fair Value | Restatement Adjustment | ||||||||
Assets acquired: | ||||||||
Developed technology, customer relationships, and other intangibles | 414 | |||||||
Goodwill | 1,505 | |||||||
Other noncurrent assets | (1) | |||||||
Total assets acquired | 1,918 | |||||||
Liabilities assumed: | ||||||||
Net assets acquired | $ 1,918 | |||||||
Transaction Tax Resources, Inc. | ||||||||
Assets acquired: | ||||||||
Goodwill | $ 335,600 | |||||||
Transaction Tax Resources, Inc. | Fair Value | ||||||||
Assets acquired: | ||||||||
Cash and cash equivalents | 2,294 | 2,294 | ||||||
Trade accounts receivable | 5,966 | 5,966 | ||||||
Other current assets | 93 | 93 | ||||||
Operating lease right-of-use assets | 1,760 | 1,760 | ||||||
Property and equipment | 848 | 848 | ||||||
Developed technology, customer relationships, and other intangibles | 49,000 | 41,500 | ||||||
Goodwill | 327,039 | 335,565 | ||||||
Total assets acquired | 387,000 | 388,026 | ||||||
Liabilities assumed: | ||||||||
Trade payables and accrued expenses | 731 | 731 | ||||||
Deferred revenue | 8,500 | 8,500 | ||||||
Operating lease liabilities | 1,760 | 1,760 | ||||||
Deferred tax liability | 8,775 | 6,887 | ||||||
Total liabilities assumed | 19,766 | 17,878 | ||||||
Net assets acquired | 367,234 | 370,148 | ||||||
Transaction Tax Resources, Inc. | Fair Value | Restatement Adjustment | ||||||||
Assets acquired: | ||||||||
Developed technology, customer relationships, and other intangibles | (7,500) | |||||||
Goodwill | 8,526 | |||||||
Total assets acquired | 1,026 | |||||||
Liabilities assumed: | ||||||||
Deferred tax liability | (1,888) | |||||||
Total liabilities assumed | (1,888) | |||||||
Net assets acquired | $ 2,914 | |||||||
Business Licenses | ||||||||
Assets acquired: | ||||||||
Cash and cash equivalents | 120 | $ 120 | ||||||
Trade accounts receivable | 1,326 | 1,326 | ||||||
Customer fund assets | 1,074 | 1,074 | ||||||
Other current assets | 101 | 101 | ||||||
Operating lease right-of-use assets | 1,644 | 1,644 | ||||||
Property and equipment | 87 | 87 | ||||||
Developed technology, customer relationships, and other intangibles | 19,525 | 19,525 | ||||||
Goodwill | 73,775 | 72,141 | ||||||
Other noncurrent assets | 31 | 31 | ||||||
Total assets acquired | 97,683 | 96,049 | ||||||
Liabilities assumed: | ||||||||
Accrued expenses | 56 | 56 | ||||||
Operating lease liabilities | 1,644 | 1,644 | ||||||
Customer fund obligations | 1,028 | 1,028 | ||||||
Total liabilities assumed | 2,728 | 2,728 | ||||||
Net assets acquired | 94,955 | 93,321 | ||||||
Business Licenses | Restatement Adjustment | ||||||||
Assets acquired: | ||||||||
Goodwill | (1,634) | |||||||
Total assets acquired | (1,634) | |||||||
Liabilities assumed: | ||||||||
Net assets acquired | $ (1,634) | |||||||
Impendulo | ||||||||
Assets acquired: | ||||||||
Cash and cash equivalents | 1,347 | $ 1,347 | ||||||
Trade accounts receivable | 371 | 371 | ||||||
Other assets | 147 | 147 | ||||||
Developed technology, customer relationships, and other intangibles | 3,617 | 3,617 | ||||||
Goodwill | 10,217 | 10,642 | ||||||
Total assets acquired | 15,699 | 16,124 | ||||||
Liabilities assumed: | ||||||||
Trade payables and accrued expenses | 663 | 663 | ||||||
Deferred revenue and contract liabilities | 694 | 694 | ||||||
Deferred tax liability | 745 | 745 | ||||||
Total liabilities assumed | 2,102 | 2,102 | ||||||
Net assets acquired | $ 13,597 | 14,022 | ||||||
Impendulo | Restatement Adjustment | ||||||||
Assets acquired: | ||||||||
Goodwill | 425 | |||||||
Total assets acquired | 425 | |||||||
Liabilities assumed: | ||||||||
Net assets acquired | $ 425 |
Acquisitions of Businesses - _2
Acquisitions of Businesses - Summary of the Valuation Methodologies Significant Assumptions, and Estimated Useful Lives of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Apr. 20, 2021 | Apr. 01, 2021 | Dec. 01, 2020 | Nov. 05, 2020 | Oct. 05, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2021 |
Inposia | Fair Value | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 14,504 | $ 12,684 | ||||||
Inposia | Restatement Adjustment | Fair Value | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | 1,820 | |||||||
Davo Technologies LLC | Fair Value | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 6,841 | 6,427 | ||||||
Davo Technologies LLC | Restatement Adjustment | Fair Value | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | 414 | |||||||
Transaction Tax Resources, Inc. | Fair Value | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 41,500 | $ 49,000 | ||||||
Transaction Tax Resources, Inc. | Restatement Adjustment | Fair Value | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ (7,500) | |||||||
Business Licenses | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 19,525 | 19,525 | ||||||
Impendulo | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 3,617 | $ 3,617 | ||||||
Customer Relationships | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated Useful Life | 3 years | 3 years | ||||||
Customer Relationships | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated Useful Life | 10 years | 10 years | ||||||
Customer Relationships | Inposia | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 3,523 | |||||||
Valuation Methodology | Multi-period excess earnings-income approach | |||||||
Discount Rate | 18.50% | |||||||
Estimated Useful Life | 8 years | |||||||
Customer Relationships | Inposia | Restatement Adjustment | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 1,938 | |||||||
Customer Relationships | Inposia | Previously Reported | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | 1,585 | |||||||
Customer Relationships | Davo Technologies LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 4,300 | 4,350 | ||||||
Valuation Methodology | Multi-period excess earnings-income approach and replacement cost method-cost approach | |||||||
Discount Rate | 14.50% | |||||||
Estimated Useful Life | 8 years | |||||||
Customer Relationships | Davo Technologies LLC | Restatement Adjustment | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ (50) | |||||||
Customer Relationships | Transaction Tax Resources, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Valuation Methodology | Multi-period excess earnings-income approach | |||||||
Discount Rate | 18.00% | |||||||
Estimated Useful Life | 6 years | |||||||
Customer Relationships | Transaction Tax Resources, Inc. | Fair Value | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 21,000 | |||||||
Customer Relationships | Transaction Tax Resources, Inc. | Restatement Adjustment | Fair Value | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ (5,000) | |||||||
Customer Relationships | Transaction Tax Resources, Inc. | Previously Reported | Fair Value | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 26,000 | |||||||
Customer Relationships | Business Licenses | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 15,000 | |||||||
Valuation Methodology | Multi-period excess earnings-income approach | |||||||
Discount Rate | 19.50% | |||||||
Estimated Useful Life | 6 years | |||||||
Customer Relationships | Impendulo | ||||||||
Business Acquisition [Line Items] | ||||||||
Valuation Methodology | Multi-period excess earnings-income approach | |||||||
Discount Rate | 20.00% | |||||||
Estimated Useful Life | 6 years | |||||||
Customer Relationships | Impendulo | Fair Value | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 2,964 | |||||||
Developed Technology | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated Useful Life | 3 years | 3 years | ||||||
Developed Technology | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated Useful Life | 8 years | 8 years | ||||||
Developed Technology | Inposia | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 9,572 | |||||||
Valuation Methodology | Relief from royalty-income approach | |||||||
Discount Rate | 18.50% | |||||||
Estimated Useful Life | 6 years | |||||||
Developed Technology | Inposia | Previously Reported | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | 9,572 | |||||||
Developed Technology | Davo Technologies LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 1,900 | 1,800 | ||||||
Valuation Methodology | Relief from royalty-income approach | |||||||
Discount Rate | 14.50% | |||||||
Estimated Useful Life | 5 years | |||||||
Developed Technology | Davo Technologies LLC | Restatement Adjustment | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 100 | |||||||
Developed Technology | Transaction Tax Resources, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Valuation Methodology | Relief from royalty-income approach and replacement cost method-cost approach | |||||||
Developed Technology | Transaction Tax Resources, Inc. | Fair Value | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 9,600 | |||||||
Developed Technology | Transaction Tax Resources, Inc. | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Discount Rate | 17.00% | |||||||
Estimated Useful Life | 3 years | |||||||
Developed Technology | Transaction Tax Resources, Inc. | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Discount Rate | 18.00% | |||||||
Estimated Useful Life | 6 years | |||||||
Developed Technology | Transaction Tax Resources, Inc. | Previously Reported | Fair Value | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 9,600 | |||||||
Developed Technology | Business Licenses | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 3,625 | |||||||
Valuation Methodology | Relief from royalty-income approach and replacement cost method-cost approach | |||||||
Discount Rate | 19.50% | |||||||
Developed Technology | Business Licenses | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated Useful Life | 1 year | |||||||
Developed Technology | Business Licenses | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated Useful Life | 5 years | |||||||
Developed Technology | Impendulo | ||||||||
Business Acquisition [Line Items] | ||||||||
Valuation Methodology | Relief from royalty-income approach | |||||||
Discount Rate | 20.00% | |||||||
Estimated Useful Life | 6 years | |||||||
Developed Technology | Impendulo | Fair Value | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 616 | |||||||
Tradename and Trademarks | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated Useful Life | 1 year | 1 year | ||||||
Tradename and Trademarks | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated Useful Life | 4 years | 4 years | ||||||
Tradename and Trademarks | Inposia | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 235 | |||||||
Valuation Methodology | Relief from royalty-income approach | |||||||
Discount Rate | 18.50% | |||||||
Estimated Useful Life | 3 years | |||||||
Tradename and Trademarks | Inposia | Previously Reported | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | 235 | |||||||
Tradename and Trademarks | Davo Technologies LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 86 | 86 | ||||||
Valuation Methodology | Relief from royalty-income approach | |||||||
Discount Rate | 14.50% | |||||||
Estimated Useful Life | 1 year | |||||||
Tradename and Trademarks | Transaction Tax Resources, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Valuation Methodology | Relief from royalty-income approach | |||||||
Discount Rate | 17.00% | |||||||
Estimated Useful Life | 2 years | |||||||
Tradename and Trademarks | Transaction Tax Resources, Inc. | Fair Value | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 5,800 | |||||||
Tradename and Trademarks | Transaction Tax Resources, Inc. | Previously Reported | Fair Value | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 5,800 | |||||||
Tradename and Trademarks | Business Licenses | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 400 | |||||||
Valuation Methodology | Relief from royalty-income approach | |||||||
Discount Rate | 19.50% | |||||||
Estimated Useful Life | 1 year | |||||||
Tradename and Trademarks | Impendulo | ||||||||
Business Acquisition [Line Items] | ||||||||
Valuation Methodology | Relief from royalty-income approach | |||||||
Discount Rate | 20.00% | |||||||
Estimated Useful Life | 1 year | |||||||
Tradename and Trademarks | Impendulo | Fair Value | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 37 | |||||||
Noncompete Agreements | Minimum | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated Useful Life | 3 years | 3 years | ||||||
Noncompete Agreements | Maximum | ||||||||
Business Acquisition [Line Items] | ||||||||
Estimated Useful Life | 5 years | 5 years | ||||||
Noncompete Agreements | Inposia | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 1,174 | |||||||
Valuation Methodology | With-and-without valuation-income approach | |||||||
Discount Rate | 21.00% | |||||||
Estimated Useful Life | 3 years | |||||||
Noncompete Agreements | Inposia | Restatement Adjustment | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ (118) | |||||||
Noncompete Agreements | Inposia | Previously Reported | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | 1,292 | |||||||
Noncompete Agreements | Davo Technologies LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 555 | $ 191 | ||||||
Valuation Methodology | With-and-without valuation-income approach | |||||||
Discount Rate | 16.50% | |||||||
Estimated Useful Life | 5 years | |||||||
Noncompete Agreements | Davo Technologies LLC | Restatement Adjustment | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 364 | |||||||
Noncompete Agreements | Transaction Tax Resources, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Valuation Methodology | With-and-without valuation-income approach | |||||||
Discount Rate | 19.00% | |||||||
Estimated Useful Life | 5 years | |||||||
Noncompete Agreements | Transaction Tax Resources, Inc. | Fair Value | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 1,800 | |||||||
Noncompete Agreements | Transaction Tax Resources, Inc. | Previously Reported | Fair Value | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 1,800 | |||||||
Noncompete Agreements | Business Licenses | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 500 | |||||||
Valuation Methodology | With-and-without valuation-income approach | |||||||
Discount Rate | 19.50% | |||||||
Estimated Useful Life | 5 years | |||||||
ContractBacklogMember | Transaction Tax Resources, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Valuation Methodology | Multi-period excess earnings-income approach | |||||||
Discount Rate | 17.00% | |||||||
Estimated Useful Life | 3 years | |||||||
ContractBacklogMember | Transaction Tax Resources, Inc. | Fair Value | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 3,300 | |||||||
ContractBacklogMember | Transaction Tax Resources, Inc. | Restatement Adjustment | Fair Value | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ (2,500) | |||||||
ContractBacklogMember | Transaction Tax Resources, Inc. | Previously Reported | Fair Value | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets Assigned value | $ 5,800 |
Acquisitions of Businesses - _3
Acquisitions of Businesses - Schedule of Pro Forma Financial Information (Unaudited) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Business Acquisition Pro Forma Information [Abstract] | ||
Total revenue | $ 511,837 | $ 362,729 |
Net loss | $ (92,837) | $ (41,664) |
Revenue - Summary of Total Reve
Revenue - Summary of Total Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 181,167 | $ 127,879 | $ 503,835 | $ 355,809 |
U.S. | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 166,040 | 119,703 | 463,602 | 334,049 |
Non-U.S. | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 15,127 | 8,176 | 40,233 | 21,760 |
Subscription and Returns, Tax Calculations | U.S. | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 91,539 | 65,312 | 251,301 | 185,986 |
Subscription and Returns, Tax Returns and Compliance Management | U.S. | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 58,846 | 46,087 | 168,445 | 126,384 |
Interest Income on Funds Held from Customers | U.S. | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 215 | 118 | 557 | 701 |
Subscription and Returns | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 164,237 | 119,193 | 455,997 | 333,258 |
Subscription and Returns | U.S. | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 150,600 | 111,517 | 420,303 | 313,071 |
Professional Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 16,930 | 8,686 | 47,838 | 22,551 |
Professional Services | U.S. | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 15,440 | $ 8,186 | $ 43,299 | $ 20,978 |
Revenue - Summary of Activity I
Revenue - Summary of Activity Impacting Contract Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Contract Liabilities [Rollforward] | ||||
Balance beginning of period | $ 11,406 | $ 6,195 | $ 10,134 | $ 5,197 |
Contract liabilities transferred to deferred revenue | (6,420) | (2,737) | (15,550) | (7,992) |
Addition to contract liabilities | 3,611 | 4,215 | 14,013 | 10,468 |
Balance end of period | $ 8,597 | $ 7,673 | $ 8,597 | $ 7,673 |
Revenue - Summary of Activity_2
Revenue - Summary of Activity Impacting Deferred Revenue (Details) - Deferred Revenue - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Deferred Revenue Rollforward | ||||
Balance beginning of period | $ 239,395 | $ 167,719 | $ 209,690 | $ 161,241 |
Revenue recognized | (181,167) | (127,879) | (503,835) | (355,809) |
Additional amounts deferred | 199,655 | 140,800 | 552,028 | 375,208 |
Balance end of period | $ 257,883 | $ 180,640 | $ 257,883 | $ 180,640 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Deferred commissions amortization expected period | 6 years | ||
Deferred contract costs, expected to be amortized within next 12 Months | $ 15,735,000 | $ 12,245,000 | |
Impairments of deferred contract costs | 0 | $ 0 | |
Assets recognized related to costs to fulfill contracts | 0 | $ 0 | |
Remaining performance obligations | 344,800,000 | ||
Non-cancellable Amount Not Yet Invoiced | |||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Remaining performance obligations | 87,000,000 | ||
Current Liabilities | |||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Deferred revenue expected to be recognized within next 12 months | 256,200,000 | ||
Prepaid and Other Current Assets | |||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Deferred contract costs, expected to be amortized within next 12 Months | $ 15,700,000 |
Revenue - Summary of Activity_3
Revenue - Summary of Activity Impacting Deferred Commissions (Details) - Deferred Commissions - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Capitalized Contract Cost [Line Items] | ||||
Balance beginning of period | $ 60,643 | $ 43,356 | $ 50,870 | $ 38,416 |
Additional commissions deferred | 6,997 | 5,406 | 23,599 | 15,818 |
Amortization of deferred commissions | (4,009) | (2,921) | (10,838) | (8,393) |
Balance end of period | $ 63,631 | $ 45,841 | $ 63,631 | $ 45,841 |
Revenue - Additional Informat_2
Revenue - Additional Information (Details 1) $ in Millions | Sep. 30, 2021USD ($) |
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |
Remaining performance obligations | $ 344.8 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-10-01 | |
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |
Remaining performance obligations | $ 322.1 |
Revenue expected to be recognized with remaining amount | 12 months |
Non-cancellable Amount Not Yet Invoiced | |
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |
Remaining performance obligations | $ 87 |
Non-cancellable Amount Not Yet Invoiced | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-10-01 | |
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |
Remaining performance obligations | $ 66 |
Revenue expected to be recognized with remaining amount | 12 months |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 150,784 | $ 131,987 |
Accumulated Amortization | (62,367) | (45,474) |
Net | $ 88,417 | $ 86,513 |
Backlog | ||
Finite Lived Intangible Assets [Line Items] | ||
Average Useful Life (Years) | 3 years | 3 years |
Gross | $ 3,300 | $ 5,800 |
Accumulated Amortization | (1,288) | (937) |
Net | 2,012 | 4,863 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | 68,506 | 64,302 |
Accumulated Amortization | (21,279) | (14,890) |
Net | $ 47,227 | $ 49,412 |
Customer Relationships | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Average Useful Life (Years) | 3 years | 3 years |
Customer Relationships | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Average Useful Life (Years) | 10 years | 10 years |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 66,882 | $ 52,144 |
Accumulated Amortization | (34,568) | (27,646) |
Net | $ 32,314 | $ 24,498 |
Developed Technology | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Average Useful Life (Years) | 3 years | 3 years |
Developed Technology | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Average Useful Life (Years) | 8 years | 8 years |
Noncompete Agreements | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 5,073 | $ 3,062 |
Accumulated Amortization | (1,404) | (766) |
Net | $ 3,669 | $ 2,296 |
Noncompete Agreements | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Average Useful Life (Years) | 3 years | 3 years |
Noncompete Agreements | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Average Useful Life (Years) | 5 years | 5 years |
Tradename and Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 7,023 | $ 6,679 |
Accumulated Amortization | (3,828) | (1,235) |
Net | $ 3,195 | $ 5,444 |
Tradename and Trademarks | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Average Useful Life (Years) | 1 year | 1 year |
Tradename and Trademarks | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Average Useful Life (Years) | 4 years | 4 years |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Intangible Assets (Parenthetical) (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
IPR&D | ||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-lived intangible assets, net | $ 0.4 | $ 0.6 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) | Oct. 31, 2018USD ($) | May 31, 2018USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)Unit | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Finite Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible assets, amortization expense | $ 6,300,000 | $ 1,500,000 | $ 17,000,000 | $ 4,900,000 | |||
Earnout liability | 29,456,000 | $ 29,456,000 | $ 749,000 | ||||
Number of goodwill impairment reporting units | Unit | 3 | ||||||
Goodwill impairment charge | $ 0 | 0 | $ 0 | 0 | |||
Goodwill | 603,768,000 | 603,768,000 | $ 513,234,000 | ||||
Brazilian Reporting Unit | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Goodwill | 0 | 0 | |||||
Accrued Expenses | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Earnout liability | $ 300,000 | 300,000 | |||||
Tradestream Technologies Inc. and Wise 24 Inc | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Future revenue recognized period | 6 years | ||||||
Earnout provision | $ 1,900,000 | ||||||
Tradestream Technologies Inc. and Wise 24 Inc | Maximum | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Total consideration | $ 30,000,000 |
Intangible Assets - Schedule _3
Intangible Assets - Schedule of Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill [Line Items] | |
Balance—December 31, 2020 | $ 513,234 |
Cumulative translation adjustments | (1,220) |
Balance—September 30, 2021 | 603,768 |
2020 Acquisition | |
Goodwill [Line Items] | |
Measurement period adjustment, goodwill acquired during period | 7,317 |
Davo | |
Goodwill [Line Items] | |
Acquisition | 49,931 |
3CE Technologies, Inc. | |
Goodwill [Line Items] | |
Acquisition | 8,290 |
Inposia | |
Goodwill [Line Items] | |
Acquisition | $ 26,216 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Total lease cost, net of sublease income | $ 4.1 | $ 4.1 | $ 12.4 | $ 11.8 |
Sublease income | $ 0.4 | $ 0.4 | 1.2 | $ 1.1 |
Increase in operating lease right-of-use assets | $ 1.8 |
Debt - Additional Information (
Debt - Additional Information (Details) - 2026 Notes - USD ($) | 1 Months Ended | 9 Months Ended |
Aug. 31, 2021 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||
Principal amount | $ 977,500,000 | $ 977,500,000 |
Description of interest rate | The 2026 Notes are unsecured obligations and bear interest at a fixed rate of 0.25% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2022. | |
Fixed interest rate | 0.25% | |
Debt instrument, description of maturity date | The 2026 Notes will mature on August 1, 2026, unless earlier converted, redeemed or repurchased. | |
Debt instrument, maturity date | Aug. 1, 2026 | |
Debt issuance costs | $ 17,600,000 | |
Proceeds from offering, net of debt issuance costs | 959,900,000 | |
Net proceeds from sale | $ 75,300,000 | |
Redemption description | The Company may not redeem the 2026 Notes prior to August 6, 2024. The Company may redeem all or any portion of the 2026 Notes, at the Company’s option, on or after August 6, 2024, through the 41st scheduled trading day immediately prior to the maturity date, if the common stock price is at least 130% of the conversion price then in effect for at least 20 of any 30 consecutive trading day period. The Company may redeem all or part of the 2026 Notes at a redemption price equal to the principal amount plus accrued and unpaid interest to, but excluding, the redemption date, with not less than 50 nor more than 60 scheduled trading days’ notice to holders. | |
Percentage of common stock price to conversion price | 130.00% | |
Debt conversion, description | The 2026 Notes are convertible at an initial conversion rate of 4.1940 shares of common stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $238.44 per share of common stock. The conversion rate is subject to customary adjustments for certain events as described in the indenture governing the 2026 Notes. | |
Debt conversion, shares of common stock | 4.1940 | |
Principal amount | $ 1,000 | |
Initial conversion price | $ 238.44 | |
Percentage of trading price per $1000 notes to product of closing sale price of common stock and current conversion rate | 98.00% | |
Effective interest rate | 0.60% | |
Capped Call Transactions | ||
Debt Instrument [Line Items] | ||
Initial strike price | $ 238.44 | |
Initial cap price | $ 323.30 | |
Aggregate amount for capped calls | $ 75,300,000 | |
Shares of common stock covered | 4,100,000 | |
Minimum | ||
Debt Instrument [Line Items] | ||
Consecutive trading day period | 20 days | |
Scheduled trading days | 50 days | |
Maximum | ||
Debt Instrument [Line Items] | ||
Consecutive trading day period | 30 days | |
Scheduled trading days | 60 days |
Debt - Summary of Net Carrying
Debt - Summary of Net Carrying Amount of Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Aug. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Net carrying amount | $ 960,373 | $ 0 | |
2026 Notes | |||
Debt Instrument [Line Items] | |||
Principal | 977,500 | $ 977,500 | |
Unamortized debt issuance costs | (17,127) | ||
Net carrying amount | $ 960,373 |
Debt - Summary of Interest Expe
Debt - Summary of Interest Expense Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | |||
Amortization of debt issuance costs | $ 482 | $ 0 | |
2026 Notes | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | $ 333 | 333 | |
Amortization of debt issuance costs | 482 | 482 | |
Total interest expense related to 2026 Notes | $ 815 | $ 815 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) | 9 Months Ended | |
Sep. 30, 2021Class$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Equity [Abstract] | ||
Number of classes of stock | Class | 2 | |
Capital stock, authorized shares | 620,000,000 | |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Changes of Shareholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Class Of Stock [Line Items] | ||||||||
Beginning balance | $ 1,105,349 | $ 1,081,446 | $ 1,080,160 | $ 500,202 | $ 476,294 | $ 463,722 | $ 1,080,160 | $ 463,722 |
Proceeds from common stock offering, net of underwriting discounts | 556,312 | |||||||
Public offering costs | (701) | |||||||
Exercise of stock options | 7,950 | 4,668 | 5,529 | 5,294 | 17,495 | 7,928 | ||
Exercise of stock options, Shares | 1,038,613 | |||||||
Stock-based compensation cost | 23,777 | 23,592 | 19,047 | 12,916 | 12,368 | 9,749 | ||
Shares issued under employee stock purchase plan | 7,358 | 7,088 | 5,621 | 5,716 | ||||
Purchase of capped calls | (75,268) | |||||||
Shares issued related to business combination earnouts | 22,971 | 3,750 | 3,750 | |||||
Shares issued to purchase intangible assets | 87 | |||||||
Gain (Loss) on translation adjustment | (1,172) | 322 | (390) | (225) | 435 | 625 | $ (1,240) | 835 |
Net loss | (32,546) | (27,650) | (29,988) | (12,729) | (10,140) | (15,283) | (90,184) | (38,152) |
Ending balance | 1,035,448 | 1,105,349 | 1,081,446 | 1,066,690 | 500,202 | 476,294 | 1,035,448 | 1,066,690 |
Common Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Beginning balance | $ 9 | $ 9 | $ 9 | $ 8 | $ 8 | $ 8 | $ 9 | $ 8 |
Beginning balance, Shares | 86,253,407 | 85,760,025 | 85,057,727 | 79,514,983 | 78,294,687 | 77,447,620 | 85,057,727 | 77,447,620 |
Proceeds from common stock offering, net of underwriting discounts, shares | 4,527,558 | |||||||
Exercise of stock options, Shares | 488,992 | 253,395 | 296,226 | 333,977 | 1,117,805 | 532,848 | ||
Vesting of restricted stock units | 43,374 | 75,571 | 346,008 | 19,178 | 57,832 | 186,475 | ||
Shares issued under employee stock purchase plan, Shares | 56,817 | 60,064 | 75,811 | 81,894 | ||||
Shares issued related to business combination earnouts, Shares | 164,416 | 44,659 | 44,659 | |||||
Shares issued to purchase intangible assets, Shares | 1,191 | |||||||
Shares issued for acquisitions of businesses, Shares | 164,416 | 44,659 | 44,659 | |||||
Ending balance | $ 9 | $ 9 | $ 9 | $ 8 | $ 8 | $ 8 | $ 9 | $ 8 |
Ending balance, Shares | 86,842,590 | 86,253,407 | 85,760,025 | 84,471,507 | 79,514,983 | 78,294,687 | 86,842,590 | 84,471,507 |
Additional Paid-In Capital | ||||||||
Class Of Stock [Line Items] | ||||||||
Beginning balance | $ 1,723,762 | $ 1,672,531 | $ 1,640,867 | $ 1,037,470 | $ 1,003,857 | $ 976,627 | $ 1,640,867 | $ 976,627 |
Proceeds from common stock offering, net of underwriting discounts | 556,312 | |||||||
Public offering costs | (701) | |||||||
Exercise of stock options | 7,950 | 4,668 | 5,529 | 5,294 | 17,495 | 7,928 | ||
Stock-based compensation cost | 23,777 | 23,592 | 19,047 | 12,916 | 12,368 | 9,749 | ||
Shares issued under employee stock purchase plan | 7,358 | 7,088 | 5,621 | 5,716 | ||||
Purchase of capped calls | (75,268) | |||||||
Shares issued related to business combination earnouts | 22,971 | 3,750 | 3,750 | |||||
Shares issued to purchase intangible assets | 87 | |||||||
Ending balance | 1,687,579 | 1,723,762 | 1,672,531 | 1,616,912 | 1,037,470 | 1,003,857 | 1,687,579 | 1,616,912 |
Accumulated Other Comprehensive Income (Loss) | ||||||||
Class Of Stock [Line Items] | ||||||||
Beginning balance | (1,407) | (1,729) | (1,339) | (1,659) | (2,094) | (2,719) | (1,339) | (2,719) |
Gain (Loss) on translation adjustment | (1,172) | 322 | (390) | (225) | 435 | 625 | ||
Ending balance | (2,579) | (1,407) | (1,729) | (1,884) | (1,659) | (2,094) | (2,579) | (1,884) |
Accumulated Deficit | ||||||||
Class Of Stock [Line Items] | ||||||||
Beginning balance | (617,015) | (589,365) | (559,377) | (535,617) | (525,477) | (510,194) | (559,377) | (510,194) |
Net loss | (32,546) | (27,650) | (29,988) | (12,729) | (10,140) | (15,283) | ||
Ending balance | $ (649,561) | $ (617,015) | $ (589,365) | $ (548,346) | $ (535,617) | $ (525,477) | $ (649,561) | $ (548,346) |
Equity Incentive Plans - Additi
Equity Incentive Plans - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares subject to outstanding awards | 2,473,876 | 2,473,876 | 3,537,014 | ||
Total intrinsic value of options exercised | $ 148.4 | $ 168.3 | |||
Options granted | 0 | ||||
Weighted average grant date fair value of options granted | $ 32.87 | ||||
Number of shares, vested | 1,080,356 | ||||
Number of options unvested | 732,189 | 732,189 | |||
Contractual life | 10 years | ||||
Expected term | 6 years | ||||
Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Expected term | 5 years | ||||
Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Expected term | 6 years | ||||
Employees | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options, average vesting term | 4 years | ||||
Expected term | 6 years | ||||
Non Employee Directors | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options, average vesting term | 1 year | ||||
Expected term | 5 years | ||||
Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Total unrecognized compensation expense related to stock options | $ 14.3 | $ 14.3 | |||
Unrecognized compensation expense expected to be recognized over weighted average period | 1 year 9 months 18 days | ||||
Stock Options | Employees | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options vesting period | 4 years | ||||
Stock Options | Non Employee Directors | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options vesting period | 1 year | ||||
Restricted Stock Units (RSUs) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized compensation expense expected to be recognized over weighted average period | 2 years 10 months 24 days | ||||
Total unrecognized compensation expense expected to be recognized | 231.6 | $ 231.6 | |||
Restricted Stock Units (RSUs) | Employees | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options vesting period | 4 years | ||||
Restricted Stock Units (RSUs) | Non Employee Directors | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options vesting period | 1 year | ||||
Performance Share Units (PSUs) | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized compensation expense expected to be recognized over weighted average period | 2 years | ||||
Stock options vesting period | 3 years | ||||
Total unrecognized compensation expense expected to be recognized | $ 25.6 | $ 25.6 | |||
Vesting term, description | Each PSU grant will vest in annual tranches over a three-year service period. Total units earned for grants made in 2021 may vary between 0% and 250% of the units granted based on the attainment of company-specific performance targets during the related three-year period and continued service. | ||||
Service period | 3 years | ||||
Performance Share Units (PSUs) | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting percentage | 0.00% | ||||
Performance Share Units (PSUs) | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting percentage | 250.00% | ||||
2018 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares subject to outstanding awards | 4,035,218 | 4,035,218 | |||
Shares available for future issuance | 12,158,970 | 12,158,970 | |||
2006 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares subject to outstanding awards | 1,348,505 | 1,348,505 | |||
Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock, shares purchased | 116,881 | ||||
2018 Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Total unrecognized compensation expense related to stock options | $ 1.6 | $ 1.6 | |||
Expected term | 6 months | 6 months | 6 months | 6 months |
Equity Incentive Plans - Summar
Equity Incentive Plans - Summary of Stock-Based Compensation Expense Related to Equity Incentive Rewards (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation cost | $ 23,777 | $ 12,916 | $ 66,416 | $ 35,033 |
Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation cost | 2,913 | 3,749 | 9,210 | 11,757 |
Restricted Stock Units (RSUs) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation cost | 14,993 | 8,052 | 41,618 | 20,472 |
Performance Share Units (PSUs) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation cost | 4,683 | 0 | 12,148 | 0 |
Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation cost | $ 1,188 | $ 1,115 | $ 3,440 | $ 2,804 |
Equity Incentive Plans - Summ_2
Equity Incentive Plans - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Shares | ||
Options outstanding beginning balance | 3,537,014 | |
Options granted | 0 | |
Options exercised | (1,038,613) | |
Options cancelled or expired | (24,525) | |
Options outstanding ending balance | 2,473,876 | 3,537,014 |
Options exercisable | 1,741,687 | |
Weighted Average Exercise Price | ||
Options outstanding beginning balance | $ / shares | $ 28.17 | |
Options exercised | $ / shares | 17.47 | |
Options cancelled or expired | $ / shares | 16.65 | |
Options outstanding ending balance | $ / shares | 32.78 | $ 28.17 |
Options exercisable | $ / shares | $ 26.18 | |
Weighted Average Remaining Contractual Life (in Years) | ||
Options outstanding | 6 years 5 months 12 days | 6 years 10 months 20 days |
Options exercisable | 6 years 25 days | |
Aggregate Intrinsic Value | ||
Options outstanding | $ | $ 351,272 | $ 483,577 |
Options exercisable | $ | $ 258,789 |
Equity Incentive Plans - Summ_3
Equity Incentive Plans - Summary of Options Outstanding and Vested (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Option Outstanding, Number Outstanding | 2,473,876 |
Options Vested and Exercisable, Number Vested and Exercisable | 1,741,687 |
Options Vested and Exercisable, Weighted Average Life (in Years) | 6 years 25 days |
$1.90 to $6.40 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices, Low | $ / shares | $ 1.90 |
Exercise Prices, High | $ / shares | $ 6.40 |
Option Outstanding, Number Outstanding | 23,065 |
Options Outstanding, Weighted Average Life (in Years) | 1 year 3 months 18 days |
Options Vested and Exercisable, Number Vested and Exercisable | 23,065 |
Options Vested and Exercisable, Weighted Average Life (in Years) | 1 year 3 months 18 days |
$8.04 to $11.72 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices, Low | $ / shares | $ 8.04 |
Exercise Prices, High | $ / shares | $ 11.72 |
Option Outstanding, Number Outstanding | 79,506 |
Options Outstanding, Weighted Average Life (in Years) | 2 years 6 months |
Options Vested and Exercisable, Number Vested and Exercisable | 79,506 |
Options Vested and Exercisable, Weighted Average Life (in Years) | 2 years 6 months |
$12.20 to $15.06 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices, Low | $ / shares | $ 12.20 |
Exercise Prices, High | $ / shares | $ 15.06 |
Option Outstanding, Number Outstanding | 491,764 |
Options Outstanding, Weighted Average Life (in Years) | 5 years |
Options Vested and Exercisable, Number Vested and Exercisable | 491,764 |
Options Vested and Exercisable, Weighted Average Life (in Years) | 5 years |
$16.06 to $24.00 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices, Low | $ / shares | $ 16.06 |
Exercise Prices, High | $ / shares | $ 24 |
Option Outstanding, Number Outstanding | 754,170 |
Options Outstanding, Weighted Average Life (in Years) | 6 years 3 months 18 days |
Options Vested and Exercisable, Number Vested and Exercisable | 578,159 |
Options Vested and Exercisable, Weighted Average Life (in Years) | 6 years 3 months 18 days |
$31.99 to $42.21 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices, Low | $ / shares | $ 31.99 |
Exercise Prices, High | $ / shares | $ 42.21 |
Option Outstanding, Number Outstanding | 658,855 |
Options Outstanding, Weighted Average Life (in Years) | 7 years 2 months 12 days |
Options Vested and Exercisable, Number Vested and Exercisable | 392,185 |
Options Vested and Exercisable, Weighted Average Life (in Years) | 7 years 2 months 12 days |
$55.10 to $99.65 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices, Low | $ / shares | $ 55.10 |
Exercise Prices, High | $ / shares | $ 99.65 |
Option Outstanding, Number Outstanding | 424,361 |
Options Outstanding, Weighted Average Life (in Years) | 8 years |
Options Vested and Exercisable, Number Vested and Exercisable | 167,684 |
Options Vested and Exercisable, Weighted Average Life (in Years) | 7 years 9 months 18 days |
$124.35 to $151.76 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices, Low | $ / shares | $ 124.35 |
Exercise Prices, High | $ / shares | $ 151.76 |
Option Outstanding, Number Outstanding | 42,155 |
Options Outstanding, Weighted Average Life (in Years) | 6 years 7 months 6 days |
Options Vested and Exercisable, Number Vested and Exercisable | 9,324 |
Options Vested and Exercisable, Weighted Average Life (in Years) | 5 years 10 months 24 days |
Equity Incentive Plans - Summ_4
Equity Incentive Plans - Summary of Fair Value Estimated Using Black-Scholes Option Pricing Model Assumptions (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Volatility | 43.00% | 43.00% | ||
Expected term | 6 years | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Risk-free interest rate, minimum | 0.44% | 0.33% | ||
Risk-free interest rate, maximum | 0.51% | 1.25% | ||
Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Fair market value of common stock | $ 124.35 | $ 66.26 | ||
Expected term | 5 years | |||
Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Fair market value of common stock | $ 130.82 | $ 130.82 | ||
Expected term | 6 years |
Equity Incentive Plans - Summ_5
Equity Incentive Plans - Summary of RSU Activity (Details) - Restricted Stock Units (RSUs) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
RSUs/PSUs outstanding as of January 1, 2021, Shares | shares | 2,359,063 |
RSUs/PSUs granted, Shares | shares | 1,068,582 |
RSUs/PSUs vested, Shares | shares | (464,953) |
RSUs/PSUs cancelled, Shares | shares | (173,477) |
RSUs/PSUs outstanding as of September 30, 2021, Shares | shares | 2,789,215 |
RSUs/PSUs outstanding as of January 1, 2021, Weighted average grant date fair value per share | $ / shares | $ 70.17 |
RSUs/PSUs granted, Weighted average grant date fair value per share | $ / shares | 136.76 |
RSUs/PSUs vested, Weighted average grant date fair value per share | $ / shares | 65.29 |
RSUs/PSUs cancelled, Weighted average grant date fair value per share | $ / shares | 81.12 |
RSUs/PSUs outstanding as of September 30, 2021, Weighted average grant date fair value per share | $ / shares | $ 95.81 |
Equity Incentive Plans - Summ_6
Equity Incentive Plans - Summary of PSU Activity (Details) - Performance Share Units (PSUs) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
RSUs/PSUs granted, Shares | shares | 120,632 |
RSUs/PSUs outstanding as of September 30, 2021, Shares | shares | 120,632 |
RSUs/PSUs granted, Weighted average grant date fair value per share | $ / shares | $ 147.39 |
RSUs/PSUs outstanding as of September 30, 2021, Weighted average grant date fair value per share | $ / shares | $ 147.39 |
Equity Incentive Plans - Summ_7
Equity Incentive Plans - Summary of Fair Value of ESPP Purchase Rights Was Estimated Using Black-Scholes Option-pricing Model Assumptions (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Volatility | 43.00% | 43.00% | ||
Expected term | 6 years | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Risk-free interest rate, minimum | 0.44% | 0.33% | ||
Risk-free interest rate, maximum | 0.51% | 1.25% | ||
Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Fair market value of common stock | $ 124.35 | $ 66.26 | ||
Expected term | 5 years | |||
Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Fair market value of common stock | 130.82 | $ 130.82 | ||
Expected term | 6 years | |||
2018 Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Fair market value of common stock | $ 166.84 | $ 138.83 | ||
Volatility | 31.00% | 49.00% | ||
Expected term | 6 months | 6 months | 6 months | 6 months |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 0.06% | 0.11% | ||
Risk-free interest rate, minimum | 0.06% | 0.11% | ||
Risk-free interest rate, maximum | 0.08% | 1.54% | ||
2018 Employee Stock Purchase Plan | Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Fair market value of common stock | $ 152.35 | $ 87.23 | ||
Volatility | 31.00% | 32.00% | ||
2018 Employee Stock Purchase Plan | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Fair market value of common stock | $ 166.84 | $ 138.83 | ||
Volatility | 34.00% | 49.00% |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Shareholders - Schedule of Computation of Basic and Diluted Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||||||
Net loss attributable to common shareholders | $ (32,546) | $ (27,650) | $ (29,988) | $ (12,729) | $ (10,140) | $ (15,283) | $ (90,184) | $ (38,152) |
Denominator: | ||||||||
Weighted-average common shares outstanding-basic | 86,530 | 82,288 | 86,023 | 79,715 | ||||
Dilutive effect of share equivalents resulting from stock options, restricted stock units, performance share units, ESPP shares, and convertible senior notes (if converted) | 0 | 0 | 0 | 0 | ||||
Weighted-average common shares outstanding-diluted | 86,530 | 82,288 | 86,023 | 79,715 | ||||
Net loss per common share, basic and diluted | $ (0.38) | $ (0.15) | $ (1.05) | $ (0.48) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Shareholders - Schedule of Potential Shares Not Included in the Computation of Diluted Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 7,807 | 6,501 | 6,517 | 6,949 |
Options To Purchase Common Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 2,750 | 4,229 | 3,085 | 4,938 |
Unvested Restricted Stock Units | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 2,748 | 2,267 | 2,586 | 2,009 |
Unvested Performance Share Units | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 121 | 0 | 106 | 0 |
ESPP Shares | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 4 | 5 | 4 | 2 |
Convertible Senior Notes | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount | 2,184 | 0 | 736 | 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Track1099 LLC | |
Subsequent Event [Line Items] | |
Date of acquisition | Oct. 1, 2021 |
CrowdReason LLC and CorrelationAdvisors | |
Subsequent Event [Line Items] | |
Date of acquisition | Oct. 18, 2021 |